Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 25, 2026, the Board of Directors (the “Board”) of Nexscient, Inc. (the “Company”), acting by unanimous written consent in lieu of a meeting, approved a change in the Company’s fiscal year end from June 30 to December 31, effective for the fiscal period commencing July 1, 2025.…
Filed Jun 25, 2026Accepted Jun 25, 2026, 4:21 PM EDTCIK 1976663Accession 0001477932-26-004012
Nexscient, Inc. (OTCQB: NXNT) is an AI company engineering the data foundation for physical and embodied AI. Through its subsidiary Flipside AI, the Company provides integrated data engineering services spanning real-world data collection, supervised annotation, quality assurance and AI training data delivery for AI developers, humanoid robotics companies and autonomous mobility customers worldwide. For more information, visit https://nexscient.ai.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 25, 2026, the Board of Directors (the “Board”) of Nexscient, Inc. (the “Company”), acting by unanimous written consent in lieu of a meeting, approved a change in the Company’s fiscal year end from June 30 to December 31, effective for the fiscal period commencing July 1, 2025. The change was made pursuant to Section 9 of the Company’s Bylaws, which authorizes the Board to determine the Company’s fiscal year by resolution, and did not require an amendment to the Company’s certificate of incorporation or bylaws or the approval of the Company’s stockholders.
As a result of the change, the period from July 1, 2025 through December 31, 2025 constitutes a transition period (the “Transition Period”). The Company’s first full fiscal year following the Transition Period will be the twelve-month period ending December 31, 2026, and the Company’s fiscal year will end on December 31 in each year thereafter.
The Company intends to report the Transition Period on a transition report on Form 10-K, to be filed with the Securities and Exchange Commission (the “SEC”) in accordance with Rule 13a-10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the original due date for the transition report on Form 10-K has passed, the Company intends to file the transition report, including audited financial statements for the Transition Period, as promptly as practicable in order to become current in its periodic reporting obligations under the Exchange Act. The Company further intends to file as promptly as practicable any other periodic report that becomes due as a result of the change in fiscal year end.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s intended timing for filing its transition report on Form 10-K and other periodic reports and its expectation of becoming current in its reporting obligations. These statements are based on current expectations and are subject to risks and uncertainties, including the completion of the audit of the Transition Period, that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by law.
