8-K
Nexscient, Inc. (NXNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2025
| NEXSCIENT, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 333-274532 | 92-2915192 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification ID No.) |
2029 Century Park East, Suite 400
Los Angeles, CA 90067
(Address of principal executive offices)
(City, State, Zip Code)
(310) 494-6620
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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).
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 8.01 Other Events
On November 10, 2025, Nexscient, Inc. [OTCQB: NXNT] (“the Company”) issued a press release announcing that it had entered into a Strategic Alliance Agreement with Tekcapital, plc., the UK intellectual property investment group focused on transforming university technologies into valuable products that can improve people’s lives. Nexscient will evaluate and pursue acquisitions or licenses of these innovations through strategic transactions aimed at creating long-term shareholder value.
Under the alliance, Tekcapital will leverage its extensive university and technology network to provide Nexscient with continuous access to a curated pipeline of university-originated technologies that align with Nexscient’s AI and advanced computing focus areas. Once technology acquisition candidates have been identified and approved by Nexscient, Tekcapital will lead early-stage negotiations and structure the transactions for acquisition by Nexscient.
The agreement, effective November 7, 2025, establishes a 12-month term during which Tekcapital will present opportunities to Nexscient for review and potential acquisition. As consideration for services rendered over the period, Nexscient will issue 300,000 shares of its restricted common stock to Tekcapital.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in the Report under Item 8.01 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 8.01 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 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated November 10, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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. | ||
|---|---|---|
| Date: November 10, 2025 | By: | /s/ Fred E. Tannous |
| Fred E. Tannous | ||
| President & Chief Executive Officer | ||
| 3 | ||
| --- |
nexscient_ex991.htm EXHIBIT 99.1
PRESS RELEASE
Nexscient® and Tekcapital Form Strategic Alliance
to Accelerate AI-Driven Technology Acquisitions
Collaboration aims to convert cutting-edge university research into transformative AI solutions.
LOS ANGELES, CA AND LONDON, UK / ACCESSWIRE / NOVEMBER 10, 2025 / -- Nexscient, Inc. (OTCQB: NXNT), a leading innovator in artificial intelligence (“AI”) applications and intelligent enterprise solutions, today announced it has entered into a strategic alliance with Tekcapital, plc. (AIM: TEK), the UK intellectual property investment group and technology transfer company, to identify and help acquire transformative intellectual property assets from leading global research institutions.
Under the alliance, Tekcapital will leverage its extensive university and technology network to identify and facilitate Technology Acquisition Opportunities that align with Nexscient’s AI and advanced computing focus areas. Nexscient will evaluate and pursue acquisitions or licenses of these innovations through strategic transactions aimed at creating long-term shareholder value.
“This alliance with Tekcapital represents a powerful extension of Nexscient’s vision to identify, fund, and commercialize high-impact AI technologies,” said Fred E. Tannous, Chief Executive Officer of Nexscient, Inc. “Tekcapital’s unparalleled access to global university innovation, combined with our ability to integrate and scale those technologies into commercial AI solutions, creates a dynamic pathway from academic discovery to market transformation. We believe that this collaboration accelerates our mission to deliver the Next Dimension of AI.”
Under the terms of the agreement, Tekcapital will provide Nexscient with continuous access to a curated pipeline of university-originated technologies that meet Nexscient’s acquisition profile. Tekcapital will identify technology acquisition candidates, lead early-stage negotiations, and where appropriate, structure initial transactions for technologies that Nexscient may acquire using Nexscient stock as consideration.
“We’re delighted to enter into this alliance with Nexscient and its visionary leadership team,” said Clifford M. Gross, Ph.D., Chief Executive Officer of Tekcapital plc. “By linking Tekcapital’s global innovation sourcing capabilities with Nexscient’s executional strength in AI commercialization, we are enabling a fast-track mechanism for converting research breakthroughs into value-generating enterprises. We believe that this is precisely the kind of collaboration that helps to bridge the gap between invention and implementation.”
About Nexscient, Inc.
Nexscient® [OTCQB: NXNT] is an emerging-growth AI company that leverages its technical expertise, business acumen, and capital resources to identify, fund, integrate, and commercialize AI and machine learning technologies. Through its subsidiaries and strategic alliances, Nexscient is building a diversified portfolio of intelligent solutions across multiple industries, including predictive maintenance, data annotation, and industrial automation. For more information, please visit https://nexscient.ai.
About Tekcapital, Plc.
Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.
MEDIA CONTACTS
Nexscient, Inc.
Fred E. Tannous, President & CEO
Email: fred@nexscient.com
US: +1 (310) 494-6620
For Tekcapital, Plc.
Tim Thompson
Flagstaff Strategic and Investor Communications
Email: tim@flagstaffcomms.com
UK: +44 (0) 207 129 1474
Forward-Looking Statements
This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that 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; and (iv) performance of our products and services. 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 and variations thereof are intended to identify forward-looking statements. 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, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors. These risks and uncertainties also include such additional risk factors as are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2025, Forms 10-Q and 8-K, and in other filings we make with the Securities and Exchange Commission from time to time. These documents are available on the SEC Filings section of the Investor Relations section of our website at https://nexscient.ai. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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.
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