Item 3.02 Unregistered Sales of Equity Securities. On June 25, 2026, Nexscient, Inc. (the “Company”) issued an aggregate of 816,000 restricted shares of its common stock, par value $0.001 per share (the “Common Stock”), to its two executive officers in full satisfaction and discharge of an aggregate of $204,000 in bona fide accrued and unpaid wages owed to them for services rendered to the Company.…
Filed Jun 29, 2026Accepted Jun 29, 2026, 9:02 AM EDTCIK 1976663Accession 0001477932-26-004073
Nexscient, Inc. (OTCQB: NXNT) is an AI company engineering the human data foundation for the next dimension of AI. The Company develops and delivers embodied intelligence services through vertically integrated infrastructure spanning high-quality data collection, supervised annotation, and AI training data delivery for frontier AI labs, humanoid robotics manufacturers, and autonomous mobility clients worldwide. For more information, visit https://nexscient.ai.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On June 25, 2026, Nexscient, Inc. (the “Company”) issued an aggregate of 816,000 restricted shares of its common stock, par value $0.001 per share (the “Common Stock”), to its two executive officers in full satisfaction and discharge of an aggregate of $204,000 in bona fide accrued and unpaid wages owed to them for services rendered to the Company. The shares were issued at a deemed price of $0.25 per share, which the Board of Directors determined in good faith to be the fair value of the Common Stock as of the date of issuance, having considered, among other factors, the most recent arm’s-length sales of Common Stock under the Company’s Regulation D, Rule 506(b) private placement (designated PPM No. NXNT-2026-002), which was conducted at $0.25 per share. The Company effected the issuances in lieu of cash payment in order to preserve its cash resources for operations and strategic initiatives, including its planned uplisting to a national securities exchange.
Officer Title Accrued Wages Settled Price / Share Shares Issued
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Fred E. Tannous President & CEO $114,000 $0.25 456,000
Tarek Shoufani Chief Operating Officer $90,000 $0.25 360,000
Total $204,000 816,000
Each of Mr. Tannous and Mr. Shoufani is an executive officer and director of the Company and therefore a related party, and the foregoing issuances constitute related-party transactions that were approved by the disinterested members of the Board in accordance with Section 144 of the General Corporation Law of the State of Delaware, with each interested director having recused himself from the approval of his own issuance.
The shares of Common Stock described above were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering. Each recipient is an accredited investor who acquired the shares for investment and not with a view to distribution, no general solicitation or general advertising was used in connection with the issuances, and the shares constitute “restricted securities” within the meaning of Rule 144 under the Securities Act and bear a customary restrictive legend.
