Current Report · Items 2.01, 9.01 · 8-K/A

NEXSCIENT INC

NXNTOTCEQUITYCurrent

Completion of Acquisition or Disposition of Assets

Filed Aug 20, 2026Accepted Aug 20, 2026, 4:48 PM EDTCIK 1976663Accession 0001477932-26-005190

Company context

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.

Current securities

NXNTOTC · EQUITY · Current

Recent company filings

Disclosure sections

Items 2.01, 9.01

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Item 2.01Item 2.01 - Completion of Acquisition

Item 2.01. Completion of Acquisition or Disposition of Assets The disclosure provided in Item 8.01 of the Original 8-K is hereby incorporated by reference into this Item 2.01. On April 1, 2026, the Company completed the acquisition (the "Closing") of 100% of the issued and outstanding equity interests of Crestview BPO Pte. Ltd. ("Crestview"), which owns 100% of Flipside Digital Content Company, Inc. ("Flipside AI"), pursuant to the Stock Purchase Agreement dated January 13, 2026, as amended on March 30, 2026 (the "Purchase Agreement"), by and among the Company, Arcadia Data Pte. Ltd. ("Arcadia"), Crestview, Flipside AI, and the selling shareholders named therein. The aggregate consideration paid at Closing was $2,609,694, as adjusted by customary working capital and indebtedness adjustments, consisting of: $600,000 in cash; A $450,000 seller convertible promissory note, recorded at its present value of $379,694, convertible into the Company's common stock ($0.001 par value per share) at a conversion price of $0.75 per share, with scheduled maturities over three years; and 6,520,000 restricted shares of Nexscient common stock, valued at $1,630,000. In addition, the Company issued 326,000 restricted shares of Nexscient common stock, valued at $81,500, as a business broker fee in connection with the Acquisition. These shares were recorded as a transaction cost and are not included in the aggregate consideration described above. Flipside AI is a production-grade data engineering company serving global automotive OEMs, Tier-1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms. Following the Closing, Flipside AI operates as a wholly owned subsidiary of Crestview, which is itself a wholly owned subsidiary of the Company. Anthony De Luna, the founder and Chief Executive Officer of Flipside AI, was appointed as a director and Chief Technology Officer of the Company concurrently with the Closing. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement, a copy of which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2026, and is incorporated herein by reference.

Filed exhibits (2)

EX-99.1 (by filename) nexscient_ex991.htm

EX-99.1 2 nexscient_ex991.htm AUDITED FINANCIAL STATEMENTS nexscient_ex991.htm EXHIBIT 99.1 FLIPSIDE DIGITAL CONTENT COMPANY INC. FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT December 31, 2025 and 2024 INDEX TO FINANCIAL STATEMENTS Page INDEPENDENT AUDITORS’ REPORT 2 FINANCIAL STATEMENTS: BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 4 STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 5 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 AND 2024 6 NOTES TO THE FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 7 1 Table of Contents INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Stockholders Flipside Digital Content Company, Inc. Opinion We have audited the accompanying financia…

Open exhibit ↗

EX-99.2 (by filename) nexscient_ex992.htm

EX-99.2 3 nexscient_ex992.htm UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION nexscient_ex992.htm EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information presents the unaudited pro forma combined balance sheet and statement of operations based upon the combined historical financial statements of Nexscient, Inc. (“Nexscient” or the “Company”) and Flipside Digital Content Company, Inc. (“Flipside AI”) after giving effect to the business combination and adjustments described in the accompanying notes. The unaudited pro forma combined balance sheet of Nexscient and Flipside AI as of March 31, 2026 has been prepared to reflect the effects of the acquisition as if it occurred on March 31, 2026. The unaudited pro forma combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 combine the historical results and operations of Nexscient and Flipside AI, giving effect to the transaction as if it occurred on January 1, 2025. The unaudited pro forma combined financial information should be read in conjunction with the audited and unaudited historical fi…