NXNT 8-K
Nexscient, Inc. (NXNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure provided in Item 8.01 of this Current Report on Form 8-K with respect to the Acquisition (as defined below) is hereby incorporated by reference into this Item 3.02. At the Closing, the Company issued to Arcadia Data PTE. LTD (i) 6,846,000 restricted shares of Nexscient Common Stock as part of the aggregate consideration, and (ii) 326,000 shares of Nexscient Common Stock as a business broker fee, pursuant to the terms of the Purchase Agreement.
The shares of Nexscient Common Stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder, as transactions not involving a public offering. The recipients of such securities represented their intent to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Purchase Agreement, on April 1, 2026, the board of directors of Nexscient, Inc. (the “Board”) appointed Mr. Anthony De Luna as a director of the Board and Chief Technology Officer of the Company.
In connection with his appointment as Chief Technology Officer, Mr. De Luna entered into an employment agreement with the Company, dated April 1, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. De Luna will receive an annual base salary of $175,000 during the term of his employment, subject to certain adjustments, payable in equal periodic installments in accordance with the Company’s customary payroll practices. Mr. De Luna is also eligible to earn an annual incentive bonus equal to three percent (3%) of the Company’s net after-tax income for each fiscal year (the “Incentive Compensation”). In addition, the Employment Agreement provides that Mr. De Luna will receive a commission equal to three percent (3%) of all revenues generated by the Company’s wholly owned subsidiary, Flipside AI, from customers introduced by Mr. De Luna. Mr. De Luna will not be entitled to receive any additional compensation for his service as a director.
The Employment Agreement also provides for the grant to Mr. De Luna of performance stock units covering 500,000 shares of the Company’s common stock. Such award will be issued under the Nexscient Equity Plan and will vest in accordance with a performance-based schedule tied to specified Company market capitalization milestones, as set forth in the table below:
Nexscient Market Capitalization | # Performance Stock Units | Accumulative % |
Less than $15 million | 100,000 | 20% |
At least $15 million, but less than $30 million | 100,000 | 40% |
At least $30 million, but less than $50 million | 100,000 | 60% |
At least $50 million, but less than $75 million | 100,000 | 80% |
At least $75 million | 100,000 | 100% |
The Employment Agreement provides that it shall continue until terminated (i) due to death or disability of Mr. De Luna; (ii) by the Company for Cause (as defined in the Employment Agreement) immediately upon notice; or (iii) by the Company for Good Reason (as defined in the Employment Agreement) upon 30-day notice. In the event of a termination by Mr. De Luna for Good Reason, without cause, or due to death or disability, Mr. De Luna will receive (i) the balance of the base salary for the month in which the termination is effective and six (6) months thereafter and (ii) that portion of Incentive Compensation, if any, for the fiscal year during which the termination is effective, prorated through the date of termination. In the event of a termination by the Company for Cause, Mr. De Luna will be entitled to receive his base salary only through the date such termination is effective, but will not be entitled to any Incentive Compensation for the fiscal year during which such termination occurs or any subsequent fiscal year.
Pursuant to the Employment Agreement, Mr. De Luna is subject to a six-month post-termination non-compete and non-solicit of employees and clients. He is also bound by confidentiality provisions. The receipt of any termination benefits described above is subject to Mr. De Luna’s execution of a customary release of claims in favor of the Company.
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Mr. De Luna, 55, brings over three decades of experience spanning structured data systems, digital publishing infrastructure, and AI data engineering. His career has tracked three transformative infrastructure cycles: XML-based information indexing at Innodata Inc. in the 1990s; digital publishing and the development of EPUB distribution standards at Barnes & Noble in the 2000s; and the Physical AI frontier as Chief Executive Officer of Flipside AI since founding it in 2015 to the present. As a visionary leader, he has transformed it to a production-grade data engineering partner to global automotive OEMs, Tier-1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms. In a dual capacity, Mr. De Luna will continue to serve as CEO of Flipside AI, maintaining full operational oversight of the company he founded, while bringing Flipside AI’s enterprise-grade data engineering capabilities directly to bear on Nexscient’s expanding platform.
There are no arrangements or understandings between Mr. De Luna and any other person pursuant to which he was selected as a director, other than as set forth in the Employment Agreement and the Purchase Agreement. There are no transactions in which Mr. De Luna has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement. A copy of the Employment Agreement is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 1, 2026, Nexscient, Inc. issued a press release announcing the Closing (as defined below) described below. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (this “Report”) under Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing. The furnishing of the information in Item 7.01 of this Report and the press release is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 8.01 Other Events
As previously disclosed, on January 13, 2026, Nexscient, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Arcadia Data Pte. Ltd. (“Arcadia”), Crestview BPO Pte. Ltd. (Crestview), Flipside Digital Content Company, Inc. (“Flipside AI”), and the selling shareholders named therein, pursuant to which the Company agreed to acquire 100% of the issued and outstanding equity interests of Crestview, which will own 100% of Flipside AI following a pre-closing reorganization (the “Acquisition”). On March 30, 2026, the parties amended the Purchase Agreement to, among other things, (i) remove the cash escrow component of the aggregate consideration due at closing, (ii) update and clarify language related to indebtedness adjustments to the aggregate consideration due at closing, (iii) lower the Company’s threshold financing requirement, and (iv) amend the Drop Dead Date (as defined in the Purchase Agreement) to April 1, 2026.
On April 1, 2026, the Company completed the Acquisition pursuant to the Purchase Agreement (the “Closing”), and Company acquired 100% of the issued and outstanding equity interests of Crestview, which owns 100% of Flipside AI, for aggregate consideration of $6,184,500, as adjusted by customary working capital and indebtedness adjustments, consisting of:
| · | $600,000 in cash; |
| · | $450,000 seller convertible promissory note, convertible into the Company’s common stock, $0.001 par value per share (“Nexscient Common Stock”) at the conversion price of $0.75 per share, with scheduled maturities over three years; and |
| · | 6,846,000 restricted shares of Nexscient Common Stock, valued at $5,134,500. |
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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 the Purchase Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
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104 | Cover Page Interactive Data File (embedded within the XBRL document) |
(1) | Previously filed as an exhibit to Current Report on Form 8-K filed with Securities and Exchange Commission on January 14, 2026, incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXSCIENT, INC. |
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Date: April 1, 2026 | By: | /s/ Fred E. Tannous |
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Fred E. Tannous |
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President & Chief Executive Officer |
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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made as of April 1, 2026 (the “Effective Date”) by Nexscient, Inc., a Delaware corporation (the “Company” or “Employer”), and Anthony De Luna, an individual resident at ___________________________, (the “Executive”).
RECITALS
Concurrently with the execution and delivery of this Agreement, the Company is purchasing 100% of the issued and outstanding equity interests of Crestview BPO Pte. Ltd., which owns 100% of Flipside Digital Content Company, Inc. (“Flipside”), from Arcadia Data PTE., Ltd. (the “Seller”), pursuant to a Stock Purchase Agreement dated as of January 13, 2026 between and among Seller, Executive and the Company (the “Purchase Agreement”). The Board of Directors of Nexscient, Inc. (the “Board”) desires the Executive’s employment with the Company, and the Executive wishes to accept such employment, upon the terms and conditions set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. EMPLOYMENT TERMS AND DUTIES
1.1. Employment. The Employer hereby employs the Executive, and the Executive hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement.
1.2. Term. Subject to the provisions of Section 5, the term of the Executive’s employment under this Agreement will be five (5) years, beginning on the Effective Date and ending on the fifth anniversary of the Effective Date. The term of the Executive’s employment hereunder is hereinafter referred to as the “Employment Period”.
1.3. Duties. The Executive will have such duties as are assigned or delegated to the Executive by the Board. The Executive shall perform the services hereunder from the Quezon City and Cebu facilities of Flipside in the Philippines. The Executive will serve as Chief Technology Officer (“CTO”) of the Employer and will have the customary powers, responsibilities and authority as CTO of the Company and as the President and Chief Executive Officer of Flipside, which shall operate as a wholly-owned subsidiary of the Company. The Executive will devote his entire business time, attention, skill, and energy to the business of the Employer and its subsidiaries, will use his best efforts to promote the success of the Employer’s business, and will cooperate fully with the Board in the advancement of the best interests of the Employer and its subsidiaries. Nothing in this Section 1.3, however, will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs.
2. COMPENSATION
2.1. Salary.
(a) Base Salary. The Executive will be paid an annual base salary of US$175,000 during the Employment Term, subject to adjustment as provided below (the “Salary”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no less frequently than biweekly. The Salary will be reviewed by the Board or Chief Executive Officer not less frequently than annually, and may be adjusted upward or downward in the sole discretion of the Board or Chief Executive Officer, in each case, provided that it shall not be adjusted downward without the consent of Executive.
(b) Benefits. The Executive will, during the Employment Period, be permitted to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical, and other employee benefit plans of the Employer that may be in effect from time to time, to the extent the Executive is eligible under the terms of those plans (collectively, the “Benefits”).
2.2. Incentive Compensation.
(a) Commission. As additional compensation, the Company shall pay the Executive a three percent (3%) commission on all revenues received by Flipside from parties introduced to it by the Executive which result in sales including current Flipside customers listed in Exhibit A and future customers, less direct data-related expenses currently being deducted from commissions, as may be determined by the Board or Chief Executive Officer not less frequently than annually, in the sole discretion of the Board or Chief Executive Officer, in each case. The Executive shall not receive Commissions from sales by other employees or sales agents of Flipside.
(b) Bonus. As additional compensation (the “Bonus”) for the services to be rendered by the Executive pursuant to this Agreement, the Employer will pay the Executive with respect to each Fiscal Year during the Employment Period, commencing on or after the Effective Date an amount equal to three percent (3%) of the Employer’s net after-tax income during such Fiscal Year.
(i) For purposes of this Agreement, “net after-tax income” will be the Employer’s income from ordinary business operations (which will not include capital gains and other extraordinary income or gains and will not be reduced by extraordinary losses), less expenses, all as reflected on the Employer’s books, and will be calculated without taking the payment of such Incentive Compensation into account for any purpose. The “net after-tax income” will be determined by the certified public accounting firm regularly engaged by the Employer in accordance with the principles set forth on Schedule 2.2 hereto, and such determination will be binding on the Employer and the Executive.
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(ii) The Employer will cause to be prepared, at its own expense and within a reasonable period of time after the end of each Fiscal Year during the term of this Agreement, unaudited financial statements showing the Employer’s net after-tax income as provided above. Subject to Section 5 below, the Executive (or his estate, if applicable) will be paid the Incentive Compensation for each year within six months after the end of the Fiscal Year to which the Incentive Compensation relates regardless of whether Executive’s employment is terminated or this Agreement is otherwise terminated during such Fiscal Year or thereafter.
(c) Performance Stock Units. Nexscient shall grant to the Executive on the first day of the Employment Term, performance stock units (the “Stock Units”) of 500,000 shares of NXNT common stock. Said Stock Units shall be granted under the terms and conditions of the Nexscient Equity Plan and subject to the Executive’s execution and acceptance of all documents, terms and conditions required under the Nexscient Equity Plan to effectuate the grant of the Stock Units. In addition to all such terms, said Stock Units shall be subject to certain performance goals as outlined in the table below.
| Nexscient Market Capitalization | # Performance Stock Units | Accumulative % |
| Less than $15 million | 100,000 | 20% |
| At least $15 million, but less than $30 million | 100,000 | 40% |
| At least $30 million, but less than $50 million | 100,000 | 60% |
| At least $50 million, but less than $75 million | 100,000 | 80% |
| At least $75 million | 100,000 | 100% |
3. FACILITIES AND EXPENSES
3.1. General. The Employer will maintain the Executive office space, equipment, supplies, and such other facilities and personnel as the Employer deems necessary or appropriate for the performance of the Executive’s duties under this Agreement. The Employer will pay the Executive’s dues in such professional societies and organizations as the Board deems appropriate, and will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Employer in the performance of the Executive’s duties pursuant to this Agreement, and in accordance with the Employer’s employment policies, including reasonable expenses incurred by the Executive in attending conventions, seminars, and other business meetings, in appropriate business entertainment activities, and for promotional expenses. The Executive must file expense reports with respect to such expenses in accordance with the Employer’s policies.
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4. VACATIONS AND HOLIDAYS
The Executive will be entitled to two weeks’ paid vacation each calendar year and in any event not less than the amount of vacation available in accordance with the vacation policies of the Employer in effect for its executive officers from time to time. Vacation must be taken by the Executive at such time or times as approved by the Chairman of the Board. The Executive will also be entitled to all paid holidays and all other paid leave set forth in the Employer’s policies. Vacation days and holidays during any fiscal year that are not used by the Executive during such fiscal year may not be used in any subsequent fiscal year.
5. TERMINATION
5.1. Events of Termination. The Employment Period, the Executive’s Salary and Incentive Compensation, and any and all other rights of the Executive under this Agreement or otherwise as an employee of the Employer will terminate (except as otherwise provided in this Section 5):
(a) upon the death of the Executive;
(b) upon the disability of the Executive (as defined in Section 5.2), immediately upon notice from either party to the other;
(c) upon the termination of Executive’s employment for cause (as defined in Section 5.3), immediately upon notice from the Employer to the Executive, or at such later time as such notice may specify;
(d) upon the termination of Executive’s employment without cause (as defined in Section 5.3); or
(e) for good reason (as defined in Section 5.4), upon not less than 30 days’ prior notice from the Executive to the Employer.
5.2. Definition of Disability. For purposes of Section 5.1, the Executive will be deemed to have a “disability” if, for physical or mental reasons, the Executive is unable to perform the essential functions of the Executive’s duties under this Agreement for 120 consecutive days, or 180 days during any twelvemonth period, as determined in accordance with this Section 5.2. The disability of the Executive will be determined by a medical doctor selected by written agreement of the Employer and the Executive upon the request of either party by notice to the other. The Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 5.2 at the expense of Employer, and the Executive hereby authorizes the disclosure and release to the Employer of such determination and all supporting medical records. If the Executive is not legally competent, the Executive’s legal guardian or duly authorized attorney-in-fact will act in the Executive’s stead, under this Section 5.2, for the purposes of submitting the Executive to the examinations, and providing the authorization of disclosure, required under this Section 5.2.
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5.3. Definition of “For Cause”. For purposes of Section 5.1, the phrase “for cause” means: (a) the Executive’s material breach of this Agreement, which breach is not cured within thirty (30) days after written notice thereof; (b) the Executive’s failure to adhere to any written Employer policy if the Executive has been given a reasonable opportunity to comply with such policy or cure his failure to comply within thirty (30) days after written notice of non-compliance; (c) the appropriation of a material business opportunity of the Employer, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Employer; (d) the misappropriation of any of the Employer’s funds or property; or (e) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or any other crime involving moral turpitude.
5.4. Definition of “For Good Reason”. For purposes of Section 5.1, the phrase “for good reason” means any of the following: (a) The Employer’s material breach of this Agreement; (b) the assignment of the Executive without his consent to a position, responsibilities, or duties of a materially lesser status or degree of responsibility than his position, responsibilities, or duties at the Effective Date; (c) the requirement by the Employer that the Executive be based anywhere other than the Employer’s principal executive offices, in either case without the Executive’s consent; or (d) the Employer’s failure to pay any amount due under the Non-Competition Agreement when due, which failure is not cured within thirty (30) days.
5.5. Termination Pay. Effective upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5.5, and in lieu of all other amounts and in settlement and complete release of all claims the Executive may have against the Employer. For purposes of this Section 5.5, the Executive’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive’s estate. Notwithstanding the preceding sentence, the Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.
(a) Termination by the Executive for Good Reason, without Cause or upon Death. If the Executive terminates this Agreement for Good Reason or this Agreement is terminated by Employer without Cause or upon Executive’s death, the Employer will pay the Executive (or his estate, if applicable) (i) the Executive’s Salary for the remainder, if any, of the calendar month in which such termination is effective and for six (6) consecutive calendar months thereafter, (ii) that portion of the Executive’s Incentive Compensation, if any, for the fiscal year during which the termination is effective, prorated through the date of termination.
(b) Termination by the Employer for Cause. If the Employer terminates this Agreement for cause, the Executive will be entitled to receive his Salary only through the date such termination is effective, but will not be entitled to any Incentive Compensation for the fiscal year during which such termination occurs or any subsequent fiscal year.
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(c) Termination upon Disability. If this Agreement is terminated by either party as a result of the Executive’s disability, as determined under Section 5.2, the Employer will pay the Executive (i) his Salary through the remainder of the calendar month during which such termination is effective and for six (6) consecutive months thereafter, and (ii) that portion of Executive’s Incentive Compensation, if any, for the fiscal year during which the termination is effective, prorated through the date of termination.
(d) Benefits. The Executive’s accrual of, or participation in plans providing for, the Benefits will cease at the effective date of the termination of this Agreement, and the Executive will be entitled to accrued Benefits pursuant to such plans only as provided in such plans. The Executive will not receive, as part of his termination pay pursuant to this Section 5, any payment or other compensation for any vacation, holiday, sick leave, or other leave unused on the date the notice of termination is given under this Agreement.
6. NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS
6.1. Acknowledgments by the Executive. The Executive acknowledges that (a) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; (d) the Buyer has required that the Executive make the covenants in this Section 6 as a condition to its purchase of the Seller’s assets and business; and (e) the provisions of this Section 6 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.
6.2. Agreements of the Executive. In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:
(a) Confidentiality.
(i) During and following the Employment Period, the Executive will hold in confidence the Confidential Information and will not disclose it to any person except with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement.
(ii) Any trade secrets of the Employer will be entitled to all of the protections and benefits under applicable law. If any information that the Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. The Executive hereby waives any requirement that the Employer submit proof of the economic value of any trade secret or post a bond or other security.
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(iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that the Executive demonstrates was or became generally available to the public other than as a result of a disclosure by the Executive.
(iv) The Executive will not remove from the Employer’s premises (except to the extent such removal is for purposes of the performance of the Executive’s duties at home or while traveling, or except as otherwise specifically authorized by the Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the “Proprietary Items”). The Executive recognizes that, as between the Employer and the Executive, all of the Proprietary Items, whether or not developed by the Executive, are the exclusive property of the Employer. Upon termination of this Agreement by either party, or upon the request of the Employer during the Employment Period, the Executive will return to the Employer all of the Proprietary Items in the Executive’s possession or subject to the Executive’s control, and the Executive shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.
(b) Employee Inventions. The term “Employee Invention” means any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Employer, and any such item created by the Executive, either solely or in conjunction with others, following termination of the Executive’s employment with the Employer, that is based upon or uses Confidential Information. Each Employee Invention will belong exclusively to the Employer. The Executive acknowledges that all of the Executive’s writing, works of authorship, and other Employee Inventions are works made for hire and the property of the Employer, including any copyrights, patents, mask protection, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Executive hereby assigns to the Employer all of the Executive’s right, title, and interest, including all rights of copyright, patent, mask protection, and other intellectual property rights, to or in such Employee Inventions. The Executive covenants that he will promptly:
(i) disclose to the Employer in writing any Employee Invention;
(ii) assign to the Employer or to a party designated by the Employer, at the Employer’s request and without additional compensation, all of the Executive’s right to the Employee Invention for the United States and all foreign jurisdictions;
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(iii) execute and deliver to the Employer such applications, assignments, and other documents as the Employer may request in order to apply for and obtain patents or other registrations with respect to any Employee Invention in the United States and any foreign jurisdictions;
(iv) sign all other papers necessary to carry out the above obligations; and
(v) give testimony and render any other assistance but without expense to the Executive in support of the Employer’s rights to any Employee Invention.
6.3. Disputes or Controversies. The Executive recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.
6.4. Confidential Information. The term “Confidential Information” means any and all:
(a) trade secrets concerning the business and affairs of the Employer, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information, however documented, that is a trade secret under applicable law; and
(b) information concerning the business and affairs of the Employer (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and
(c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer containing or based, in whole or in part, on any information included in the foregoing.
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7. GENERAL PROVISIONS
7.1. Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of this Agreement (including any provision of Sections 6) would be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Employer will not be obligated to post bond or other security in seeking such relief. Without limiting the Employer’s rights under this Section 7 or any other remedies of the Employer, if the Executive is determined to have breached any of the provisions of Section 6, the Employer will have the right to cease making any payments otherwise due to the Executive under this Agreement.
7.2. Covenants of Section 6 Are Essential and Independent Covenants. The covenants by the Executive in Section 6 are essential elements of this Agreement, and without the Executive’s agreement to comply with such covenants, the Employer would not have entered into this Agreement or employed or continued the employment of the Executive. The Employer and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer.
The Executive’s covenants in Sections 6 are independent covenants and the existence of any claim by the Executive against the Employer under this Agreement or otherwise will not excuse the Executive’s breach of any covenant in Section 6. If the Executive’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Executive in Section 6.
7.3. Representations and Warranties by the Executive. The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.
7.4. Obligations Contingent on Performance. The obligations of the Employer hereunder, including its obligation to pay the compensation provided for herein, are contingent upon the Executive’s performance of the Executive’s obligations hereunder.
7.5. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.
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7.6. Binding Effect; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated.
7.7. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by email (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):
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| If to Employer: | Nexscient, Inc. 2029 Century Park East, Suite 400 Los Angeles, CA 90045 Attention: Fred E. Tannous Email: [email protected] |
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| If to the Executive: | Anthony De Luna ICITE Bldg. Eastwood City Cyberpark Quezon City 1110, The Philippines Email: [email protected] |
7.8. Entire Agreement; Amendments. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto.
7.9. Governing Law. This Agreement will be governed by the laws of Delaware, without regard to conflicts of laws principles or principles that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties’ consent to venue and jurisdiction of any state or federal court located in the City of Los Angeles, Los Angeles County, California USA for any action brought to enforce the terms of this Agreement. The parties irrevocably and unconditionally submit to the jurisdiction (both subject matter and personal) of any such court and irrevocably and unconditionally waive: (a) any objection any party might now or hereafter have to venue in such court; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
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7.10. Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. As used herein, the term “person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.
7.11. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
7.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
[THIS SECTION INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written above.
“EMPLOYER”
_______________________________________________
Signature(s)
Fred E. Tannous, Chairman of the Board
_______________________________________________
Print Name, Title
“EXECUTIVE”
_______________________________________________
Signature
Anthony De Luna
_______________________________________________
Print Name
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EXHIBIT A
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EXHIBIT 99.1
PRESS RELEASE
Nexscient® Acquires Flipside AI,
Completing $6.2M Deal to Expand Physical AI Data Capabilities
——
Appoints Anthony De Luna as a Director
and Chief Technology Officer of Nexscient
LOS ANGELES, CA / APRIL 1, 2026 / ACCESSWIRE — Nexscient, Inc. (OTCQB: NXNT), a leading innovator in artificial intelligence applications and intelligent enterprise solutions, today announced the successful closing of its previously announced acquisition of Flipside Digital Content Company, Inc. (“Flipside AI”), a Philippines-based leader in AI data engineering, and the appointment of Anthony S. De Luna, founder and Chief Executive Officer of Flipside AI, as Chief Technology Officer of Nexscient. Mr. De Luna was also appointed to Nexscient’s Board of Directors.
With the transaction now complete, Nexscient has acquired 100% of Flipside AI’s issued and outstanding shares for an aggregate consideration of approximately $6.20 million, consisting of $600,000 in cash, a $450,000 convertible promissory note, and 6,846,000 shares of Nexscient’s restricted common stock. All customary closing conditions have been satisfied, including completion of the multi-step reorganization process, required regulatory filings, and receipt of applicable government clearances.
“The closing of this acquisition marks a defining milestone for Nexscient,” said Fred E. Tannous, President & Chief Executive Officer of Nexscient, Inc. “Flipside’s specialized expertise in deep annotation and meta labeling for Physical AI, combined with their proven operational infrastructure and talented global workforce, gives us an immediate competitive advantage in one of the fastest-growing segments of the AI market. We look forward to delivering the high-quality, scalable dataset solutions that enterprise and robotics AI customers demand,” he added.
Flipside AI brings deep expertise in structured data collection, human-in-the-loop judgment workflows, and rigorously quality-controlled curation pipelines, with particular specialization in Physical AI data engineering for next-generation Vision-Language-Action (VLA) models and embodied AI systems. The company was among Scale AI’s earliest production partners and has since scaled to support precision annotation, validation, and quality assurance pipelines across 2D/3D vision, LiDAR, sensor fusion, and multimodal datasets. The combined organization is now positioned to serve enterprise and next-generation AI customers worldwide with a comprehensive, end-to-end AI data platform.
“Today marks the beginning of an exciting new chapter for the Flipside team,” said Anthony De Luna, Chief Executive Officer of Flipside AI. “Joining Nexscient gives us the strategic platform, resources, and global reach to accelerate what we’ve built, delivering even greater precision, scale, and innovation to our customers. Our combined capabilities in Physical AI data are truly differentiated, and I’m proud of what our teams will accomplish together,” he added.
The acquisition meaningfully expands Nexscient’s global footprint and enhances its capabilities across computer vision, natural language processing, physical AI, and generative AI training data workflows, advancing the company’s vision of building a fully vertically integrated AI ecosystem spanning data, software, infrastructure, and applied intelligence.
The global AI robotics market, where Physical AI data plays a critical role, is projected to grow from approximately $16.1 billion in 2024 to more than $124.8 billion by 2030, according to a Grand View Research report. By leveraging the Flipside AI acquisition, management believes Nexscient will be better positioned to capture a significant share of this expanding opportunity.
Anthony De Luna Appointed as a Director and Chief Technology Officer of Nexscient
In conjunction with the closing, the Board of Directors appointed Mr. De Luna as a Director and Chief Technology Officer of Nexscient. In a dual capacity, Mr. De Luna will continue to serve as CEO of Flipside AI, maintaining full operational oversight of the company he founded, while bringing Flipside AI’s enterprise-grade data engineering capabilities directly to bear on Nexscient’s expanding platform.
Mr. De Luna brings over three decades of experience spanning structured data systems, digital publishing infrastructure, and AI data engineering. His career has tracked three transformative infrastructure cycles: XML-based information indexing at Innodata Inc. in the 1990s; digital publishing and the development of EPUB distribution standards at Barnes & Noble in the 2000s; and the Physical AI frontier from 2018 to the present, leading Flipside AI as a production-grade data engineering partner to global automotive OEMs, Tier-1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms.
“Anthony’s appointment as CTO represents a significant addition to Nexscient’s leadership team,” said Fred E. Tannous. “His three-decade track record of building foundational infrastructure for successive waves of emerging technology—from digital publishing to autonomous systems—reflects exactly the caliber of expertise we need to advance our vision. We are equally pleased that he will continue to lead Flipside AI, whose capabilities are closely aligned with our technical roadmap,” he added.
At Nexscient, Mr. De Luna will oversee the technical integration of high-scale data pipelines into public-market platforms, with current focus areas including Vision-Language-Action (VLA) systems, multimodal training infrastructure, and world-model data architectures for physical AI applications. His appointment reflects Nexscient’s strategic commitment to building rigorous, production-ready data foundations for the next generation of autonomous and intelligent systems.
“I look forward to drawing on my experience and deep understanding of data systems to help Nexscient build a precise, scalable, and battle-tested platform capable of meeting the demands of real-world autonomous applications,” said Mr. De Luna. “The convergence of Physical AI, robotics, and autonomous systems demands a new class of data infrastructure, one built with the precision and scale that real-world deployment requires. I am committed to building that foundation at Nexscient while continuing to advance the work we have established at Flipside AI,” he added.
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About Nexscient, Inc.
Nexscient, Inc. (OTCQB: NXNT) is a forward-thinking AI company developing and delivering advanced artificial intelligence applications and intelligent enterprise solutions. The company is focused on building a vertically integrated ecosystem spanning high-quality training data, software platforms, infrastructure, and applied AI to serve enterprise and emerging technology customers worldwide. For more information, visit https://nexscient.ai.
About Flipside AI
Flipside AI is a leading Philippines-based AI data engineering company specializing in structured data collection, human judgment workflows, and quality-controlled curation pipelines for advanced AI systems, with particular expertise in Physical AI, Vision-Language-Action models, and embodied intelligence datasets. Founded in 2010 as Flipside Digital Content Company and pivoted to AI data engineering in 2018, Flipside AI has supported global automotive OEMs, Tier-1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms. For more information, visit https://flipside.ai.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not statements of historical fact regarding the intent, belief or current expectations of Nexscient, Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy; (iv) performance of our products and services, and (v) integration of acquired businesses. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Nexscient’s ability to control. These risks and uncertainties are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, available at https://nexscient.ai. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
MEDIA CONTACT:
Nexscient, Inc.
Fred E. Tannous, President & CEO
Email: [email protected]
Phone: +1 (310) 494-6620
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