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Equibles

10-Q

Nexscient, Inc. (NXNT)

10-Q 2026-05-15 For: 2026-03-31
View Original
Added on May 17, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                          to                            .

Commission File Number 333-274532

NEXSCIENT, INC.
(Exact name of registrant as specified in its charter)
7372 Delaware 92-2915192
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(Primary Standard Industrial<br><br>Classification Code Number) (State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer Identification<br><br>Number)

2029 Century Park East, Suite 400

Los Angeles, CA, 90067

(Address of principal executive offices, including zip code)

(310) 494-6620

(Registrant’s telephone number, including area code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Title of each class Trading Symbol Name of exchange on which registered
Common Stock NXNT OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

As of May 15, 2026, there were 31,695,312 shares of common stock issued and outstanding, par value, $0.001 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

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NEXSCIENT, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

Page
Part I – Financial Information
Item 1. Financial Statements (Unaudited) F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 4
Item 3. Quantitative and Qualitative Disclosures about Market Risk 6
Item 4. Controls and Procedures 7
Part II – Other Information
Item 1. Legal Proceedings 9
Item 1A. Risk Factors 9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Mine Safety Disclosures 9
Item 5. Other Information 9
Item 6. Exhibits 10
Signatures 11
Certifications
3
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NEXSCIENT, INC.

BALANCE SHEETS

(unaudited)

June 30, 2025
ASSETS
Current Assets
Cash 754,990 $ 100,470
Prepaid expenses 53,125 59,792
Total current assets 808,115 160,262
Software 135,000 135,000
Right of use asset 32,624 6,377
TOTAL ASSETS 975,739 $ 301,639
LIABILITIES AND STOCKOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable 32,720 $ 15,000
Deferred wages payable 196,500 43,500
Accrued interest payable – short term 42,528 -
Convertible debentures – short term 330,000 -
Right of use liability – current portion 20,153 6,377
Total current liabilities 621,901 64,877
Right of use liability 12,471 -
Accrued interest payable 14,696 21,392
Convertible debentures 200,000 480,000
TOTAL LIABILITIES 849,068 $ 566,269
Commitments and Contingencies (Note 6)
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock 10,000,000 shares authorized, 0.001 par value, 0 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively - $ -
Common Stock 75,000,000 shares authorized, 0.001 par value, 24,663,312 and 21,323,312 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively 24,663 21,323
Additional paid-in capital 2,106,769 1,275,109
Accumulated deficit (2,004,761 ) (1,561,062 )
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 126,671 $ (264,630 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 975,739 $ 301,639

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements ****

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NEXSCIENT, INC.

STATEMENT OF OPERATIONS

(unaudited)

Three Months Ended<br><br>March 31, 2026 **** Three Months Ended<br><br>March 31, 2025 **** Nine Months Ended<br><br>March 31, 2026 **** Nine Months Ended<br><br>March 31, 2025
REVENUES $ - $ - $ - $ -
OPERATING EXPENSES
Research and development 7,000 - 28,000 79,864
General and administrative 108,469 108,094 379,867 309,277
TOTAL OPERATING EXPENSES $ 115,469 $ 108,094 $ 407,867 $ 389,141
Interest expense, officer loan - 20,270 - 20,270
Interest expense, convertible debt 11,762 6,487 35,832 12,828
NET LOSS $ (127,231 ) $ (134,851 ) $ (443,699 ) $ (422,239 )
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 22,404,885 20,721,582 21,497,817 20,519,202

The accompanying notes are an integral part of these financial statements.

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NEXSCIENT, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

Preferred Stock Shares Preferred<br><br>Stock Common Stock Shares Common<br><br>Stock Additional<br><br>Paid-In<br><br>Capital Accumulated<br><br>Deficit Total<br><br>Stockholders'<br><br>Equity (Deficit)
Balance, June 30, 2024 - $ - 20,421,312 $ 20,421 $ 1,092,741 $ (1,031,358 )) $ 81,804
Net loss - - - - - (127,630 ) (127,630 )
Balance, September 30, 2024 - $ - 20,421,312 $ 20,421 $ 1,092,741 $ (1,158,988 ) $ (45,826 )
Net loss - - - - - (159,758 ) (159,758 )
Balance, December 31, 2024 - $ - 20,421,312 $ 20,421 $ 1,092,741 $ (1,318,746 ) $ (205,584 )
Shares issued for services - - 66,000 66 16,434 - 16,500
Shares issued for software - - 350,000 350 87,150 - 87,500
Shares issued with debt - - 250,000 250 20,020 - 20,270
Net loss - - - - - (134,851 ) (134,851 )
Balance, March 31, 2025 - $ - 21,087,312 $ 21,087 $ 1,216,345 $ (1,453,597 ) $ (216,165 )
Balance, June 30, 2025 - $ - 21,323,312 $ 21,323 $ 1,275,109 $ (1,561,062 ) $ (264,630 )
Net loss - - - - - (166,981 ) (166,981 )
Balance, September 30, 2025 - $ - 21,323,312 $ 21,323 $ 1,275,109 $ (1,728,043 ) $ (431,611 )
Shares issued for services - - 300,000 300 74,700 - 75,000
Shares issued for cash - - 40,000 40 9,960 - 10,000
Net loss - - - - - (149,487 ) (149,487 )
Balance, December 31, 2025 - $ - 21,663,312 $ 21,663 $ 1,359,769 $ (1,877,530 ) $ (496,098 )
Shares issued for cash - - 3,000,000 3,000 747,000 - 750,000
Net loss - - - - - (127,231 ) (127,231 )
Balance, March 31, 2026 - $ - 24,663,312 $ 24,663 $ 2,106,769 $ (2,004,761 ) $ 126,671

The accompanying notes are an integral part of these financial statements

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NEXSCIENT, INC.

STATEMENT OF CASH FLOWS

(unaudited)

Nine Months Ended<br><br>March 31, 2026 **** Nine Months Ended<br><br>March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (443,699 ) $ (422,239 )
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of prepaid stock-based compensation 6,667 27,083
Amortization of debt discount - 20,270
Shares issued for services 75,000 -
Changes in operating assets and liabilities:
Accrued wages payable 153,000 -
Accrued interest on debentures 35,832 12,828
Accounts payable and accrued liabilities 17,720 (4,870 )
NET CASH USED IN OPERATING ACTIVITIES $ (155,480 ) $ (366,928 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of software - (47,500 )
NET CASH USED BY INVESTING ACTIVITIES $ - $ (47,500 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shares issued for cash 760,000 -
Proceeds from convertible debentures issued for cash 50,000 330,000
Proceeds from officer loan - 30,000
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 810,000 $ 360,000
NET INCREASE (DECREASE) IN CASH 654,520 (54,428 )
CASH AT BEGINNING OF THE PERIOD 100,470 75,804
CASH AT END OF THE PERIOD $ 754,990 $ 21,376
Supplemental disclosure of cash flow information:
Shares issued for software purchase $ - $ 87,500
Shares issued with debt $ - $ 20,270

The accompanying notes are an integral part of these financial statements ****

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NEXSCIENT, INC.

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nexscient, Inc. (the “Company”) was incorporated in the State of Delaware on March 14, 2023. The Company is an emerging-growth company that’s building a global collaborative network of AI-enabled Intelligent Enterprise Solutions and technologies through internal development, synergistic acquisitions, and capital investments in companies involved in machine learning and artificial intelligence technologies. As part of its growth strategy, the Company also seeks to acquire and integrate synergistic AI and machine learning companies and technologies into our collaborative network, further expanding its service offerings while enhancing shareholder value. The Company’s headquarters are in Los Angeles, California.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

The Company has a limited operating history and has not generated revenue intended operations. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company's control could cause fluctuations in these conditions, including but not limited to: increased inflation and interest rates; the perceived impact and effect of macroeconomic conditions; the effects of increased competition as well as innovations by new and existing competitors in our market; our ability to attract new clients, including our ability to generate revenue; our ability to attract and retain highly-skilled AI/ML/IT professionals at cost-effective rates; our ability to penetrate new industry verticals and geographies and grow our revenue in targeted industry verticals and geographies; our ability to maintain favorable pricing and utilization rates; our ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company's financial condition and the results of its operations.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year is June 30.

Unaudited Interim Financial Information

The unaudited interim financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim period presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three and nine-month periods is unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

The accompanying unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended June 30, 2025 included in the Company’s Annual Report filed on Form 10-K filed with the SEC.

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Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made.

Reclassification

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash. As of March 31, 2026, substantially all of the Company’s cash was held by major financial institutions located in the United States, which at times may exceed federally insured limits.

Fair Value of Financial Instruments

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

· · Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
· · Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
· · Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

For cash and accounts payable, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Cash

The Company considers all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. As of March 31, 2026 and June 30, 2025, the Company did not have any cash equivalents.

Research and Development

Research and development costs include costs to develop and refine technological processes used to carry out business operations. Research and development costs charged for the three months ended March 31, 2026 and 2025 were $7,000 and $0, respectively. During nine months ended March 31, 2026 and 2025, research and development costs were $28,000 and $79,864, respectively.

Segments

In accordance with criteria under ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is only one reportable segment. The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets.

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Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are research and development and general and administrative. Other segment items are represented by interest expense.

The statements of operations for the three and nine months ended March 31, 2026 and 2025, reflect the significant segment expenses and other segment items, as well as the balance sheets as of March 31, 2026 and June 30, 2025, for the one reportable segment.

Convertible Debt

The Company evaluates convertible debt instruments under Accounting Standards Codification (ACS) 470-20, Debt with Conversion and Other Options to determine whether the instrument includes embedded features that must be separately accounted for as a derivative. The Company assesses whether the embedded conversion feature requires bifurcation under ASC 815-15, Embedded Derivatives and ASC 815-40, Contracts in Entity’s Own Equity.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to account for forfeitures as they occur.

Net Loss per Share

The Company computes net loss per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis.

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period presented. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company has convertible debentures outstanding in the total amount of $530,000 as of March 31, 2026, for which the maximum number of shares issuable upon conversion is 1,060,000 shares based on a floor conversion price of $0.50 per share.

During the nine months ended March 31, 2026 and 2025, the following common stock equivalents were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss.

March 31
Common Stock Equivalents 2026 2025
Convertible Debentures 1,060,000 660,000
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Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements, other than described below. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,” which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 31, 2025. The additional required disclosures are not expected to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption will require certain additional disclosure in the notes to the Company’s financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which removes all references to prescriptive and sequential software development stages and establishes new criteria for the capitalization of internal-use software costs. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

NOTE 3 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has generated no revenues since inception and incurred losses since inception resulting in an accumulated deficit of $2,004,761, as of March 31, 2026, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the twelve months with existing cash on hand and loans from directors, convertible debentures, private placement of common stock, and/or a registered offering of its common stock.

NOTE 4 – CONVERTIBLE DEBENTURES

On July 1, 2024, the Board authorized a private placement offering to accredited investors of an unsecured 9% Convertible Debenture with a 24-month maturity in the principal amount of up to $5,000,000 (the “Debentures”), which Debentures will be convertible into shares of the Company’s common stock at the lower price of $0.75 per share or 20% below the average VWAP (Volume Weighted Average Price) per share of common stock for the ten (10) days prior to the date of conversion, with a minimum conversion price of $0.50 per share. The debentures have a maturity date of two years from date of issuance and are convertible at the option of the holder and are subject to certain lock-up and leak-out provisions. The total amount of these debentures outstanding as of March 31, 2026, is $530,000.

Interest expense on the debentures for the three months ended March 31, 2026 and 2025 was $11,762 and $6,487, respectively. During the nine months ended March 31, 2026 and 2025, interest expense on the convertible debentures was $35,832 and $12,828, respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company’s authorized capital consists of eighty-five million (85,000,000) shares, comprised of: (i) 75,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”); and (ii) 10,000,000 shares of blank check Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

During the third quarter, the Company issued 3,000,000 shares of its common stock, and received proceeds of $750,000 from an investor in a private placement offering.

During the second quarter, the Company issued 300,000 shares of its common stock, valued at $75,000, to Tekcapital for consulting services amortized over a one-year period, as part of a Strategic Alliance Agreement. Also, during the second quarter, the Company issued 40,000 shares of its common stock and received proceeds of $10,000 from an investor in a private placement offering.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

In November 2025, the Company entered into a lease agreement for office space. The lease commenced on November 1, 2025 and expires on October 31, 2027 with monthly rent of $1,815 throughout the lease term. The Company recognized a right of use asset and liability of $40,586 using a discount rate of 7.5%.

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Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

NOTE 7 – SUBSEQUENT EVENTS

Acquisition of Flipside AI

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 BPO PTE, LTD, which owns 100% of Flipside Digital Content Company, Inc. (“Flipside AI”), for consideration as follows:

· $600,000 in cash at closing;
· $450,000 seller convertible promissory note, convertible into Nexscient common stock at $0.75 per share, with scheduled maturities over three years; and
· 6,846,000 restricted shares of Nexscient common stock

The accounting for the acquisition is incomplete as of the filing date. A copy of the Purchase Agreement is attached as Exhibit 10.1 to Current Report on Form 8-K, filed with the SEC on April 1, 2026 and is incorporated herein by reference.

Appointment of Anthony De Luna to Board of Directors; Chief Technology Officer

Upon Closing, 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.

Issuance of Shares

In April 2026, the Company issued 150,000 shares of its common stock pursuant to the terms of a Letter of Engagement with Sichenzia Ross Ference Carmel, as part of a retainer for legal representation related to the Flipside acquisition.

Private Placement of Restricted Common Stock

On April 20, 2026, the Company commenced a private placement offering (the "Offering") of up to 3,000,000 shares of its restricted common stock, par value $0.0001 per share, at a price of $0.25 per share, for aggregate gross proceeds of up to $750,000. The Offering is being conducted pursuant to the Confidential Private Placement Memorandum dated April 20, 2026 and is being offered exclusively to "accredited investors" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act")) in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. No form of general solicitation or general advertising has been or will be used in connection with the Offering.

As of May 15, 2026, the Company had accepted subscriptions for an aggregate of 1,900,000 shares of restricted common stock, representing gross subscription proceeds of $475,000. The Offering remains open and is being conducted on a "best efforts, no minimum" basis, with no assurance that the maximum offering amount will be raised. The Company intends to use the net proceeds for general corporate and working capital purposes, including, without limitation, the build‑out of the TaskAlpha platform, working capital advances to the Company's subsidiaries, and other purposes as described in the PPM.

All shares issued in the Offering will be characterized as "restricted securities" under Rule 144 of the Securities Act, will bear customary Securities Act restrictive legends, and may not be resold absent registration or an available exemption from registration. Each certificate (or book‑entry position) will carry a holding period of not less than six (6) months from the date of issuance before becoming eligible for resale under Rule 144, subject to the Company's then‑current public information and other applicable requirements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

Overview

Nexscient, Inc. is an emerging-growth company that’s building a global collaborative network of AI-enabled Intelligent Enterprise Solutions (“IES”) and technologies through internal development, synergistic acquisitions, and capital investments in companies involved in machine learning, and artificial intelligence technologies. We plan to deliver an innovative solution for process automation in various industry sectors that helps improve business processes, decrease equipment maintenance costs, and improve overall efficiencies. We intend to develop Nexscient IES as a holistic solution that delivers insight, intelligence, and innovation to the business enterprise. The platform is currently in development. As part of our growth strategy, we also seek to acquire and integrate synergistic AI and machine learning companies and technologies into our collaborative network, further expanding our service offerings while enhancing shareholder value. Our objective is to build an ecosystem of intelligent enterprise AI applications, technologies, and business process solutions that deliver actionable insights for businesses seeking to improve their operations, realize market differentiation, and attain industry relevance. With Nexscient IES, businesses can predict and lead through digital realization, business process agility, and insight and innovation. We intend to provide a comprehensive platform by integrating disparate technologies into a digital-ready ecosystem. Within our ecosystem, there will be a foundation of intelligent business applications connected to new and existing business operations, processes, and technologies.

Results of Operations for the three months ended March 31, 2026, and March 31, 2025

Revenues

We are in our development stage and have not generated revenues for the three months ended March 31, 2026 and 2025.

Operating Expenses

For the three months ended March 31, 2026, we incurred operating expenses of $115,469. Of the total, $7,000 was attributed to research and development activities related to the Company’s SaaS platform, while the balance of these expenses incurred was related to general and administrative expenses, which include legal and accounting, travel and lodging, and general operating costs. When compared to operating expenses of $108,094 incurred during the same period ended March 31, 2025, we note an increase of $7,375, or 7%, due to an increase in administrative expenses due to acquisition related activities.

Net Loss

For the three months ended March 31, 2026, we incurred a net loss of $127,231, compared to $134,851 for the same three-month period ended March 31, 2025, primarily as a result of a net decrease of $7,620, or 6%, in total expenses as described above, including interest expense on the convertible debentures and reduced interest expense related to the officer loan payoff.

Results of Operations for the nine months ended March 31, 2026, and March 31, 2025

Revenues

We are in our development stage and have not generated revenues for the nine months ended March 31, 2026 and 2025.

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Operating Expenses

For the nine months ended March 31, 2026, we incurred total operating expenses of $407,867, of which $28,000 was attributed to research and development activities related to the Company’s SaaS platform, and the balance of $379,867 was related to general and administrative expenses, which include legal and accounting, travel and lodging, and general operating costs. During the same period ended March 31, 2025, we incurred operating expenses of $389,141, of which $79,864 were attributed to research and development, and the balance of $309,277 was related to general and administrative expenses.

Comparing operating expenses for the same periods from 2025 to 2026, we note an increase of $18,726, or 5%, in total operating expenses, which resulted from of a decrease of $51,864, or 65%, in research and development expenses, and an increase of $70,590, or 23%, in general and administrative expenses, respectively.

Net Loss

For the nine months ended March 31, 2026, we incurred a net loss of $443,699, compared to $422,239 for the nine months ended March 31, 2025, primarily as a result of a net increase of $21,460, or 5%, in total expenses as described above, including interest expense on the convertible debentures.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of March 31, 2026, the Company had $754,990 cash on hand, an accumulated net loss of $2,004,761, and no revenue to cover its operating costs. Our reduced cash burn rate is approximately $27,500 per month. Presently, our operations are being funded by capital previously raised and we believe our currently available capital resources, net of the $600,000 cash requirement for the acquisition, are sufficient to sustain our operations for a maximum of six months. The Company intends to fund future operations from cash flows from its subsidiary operations and through private placement offerings of its common stock, private financing arrangements, and other public offerings.

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these requirements, management intends to raise additional funds through private placement and public offerings. Until such time that the Company implements its growth strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash Flow from Operating Activities

For the nine months ended March 31, 2026, net cash used in the Company’s operating activities was $155,480, primarily used to fund development costs and general and administrative expenses. For the same nine-month period ended March 31, 2025, net cash used in operating activities totaled $366,928, representing a decrease of $211,448, or 58%, compared to the same period last year, primarily due to increase in deferred wages payable.

Cash Flow from Investing Activities

For the nine months ended March 31, 2026, net cash used in investing activities totaled $0, compared to $47,500 from the same period last year, since the Company did not record any cash transactions from investing activities during the year.

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Cash Flow from Financing Activities

For the nine months ended March 31, 2026, net cash provided by financing activities was $810,000, as a result of proceeds received from the sale of our common stock and issuance of convertible debentures. During the nine months ended March 31, 2025, net cash provided from financing activities totaled $360,000, attributed to proceeds received from an officer loan and the issuance of convertible debentures.

Future Financings

We will continue to rely on equity sales of our common shares and debt proceeds in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Expected Purchase or Sale of Significant Equipment

We do not anticipate the purchase or sale of any significant equipment, as such items are not required by us at this time or in the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to the United States of America (“US GAAP”) and have been consistently applied in the preparation of the financial statements.

Stock-Based Compensation

Stock-based compensation is accounted for in accordance with ASC Topic 718-10 “Compensation-Stock Compensation” (“ASC 718-10”). The Company measures all equity-based awards granted to employees, independent contractors and advisors based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award.

The Company classifies equity-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll or contractor costs are classified or in which the award recipient’s service payments are classified.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this report on Form 10-Q. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

As of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework. Our management has concluded that, as of March 31, 2026 our internal control over financial reporting was not effective based on these criteria because of the material weaknesses described below.

Material weaknesses relate to the absence of a formal policies and procedures manual that governs reporting and oversight functions. Our size prevents us from being able to employ sufficient resources to a properly functioning reporting system; which also results in segregation of duties deficiencies. To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the three months ended March 31, 2026, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit<br><br>Number Description
3.1 Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2023^(1)^
3.2 Amended and Restated Certificate of Incorporation dated May 9, 2023^(1)^
3.3 Bylaws^(1)^
10.1 Bookkeeping Services Agreement with David E. Tannous, dated March 23, 2023^(2)^
10.2 Board Member Consulting Agreement Eric Manlunas, dated May 17, 2023^(2)^
10.3 Consulting Agreement with MJP Consulting, LLC, dated June 1, 2023^(2)^
10.4 Software Development Agreement with CORSAC Technologies dated October 2, 2023^(2)^
10.5 Consulting Agreement with Craig Truempi, dated January 10, 2024 ^(3)^
10.6 Software Support Agreement with i2 Analytics, Inc., dated February 13, 2025^(4)^
10.7 Software Purchase Agreement with i2 Analytics, Inc., dated February 13, 2025 ^(4)^
10.8 Strategic Alliance Agreement with Tekcapital, LLC., dated November 7, 2025 ^(5)^
10.9 Stock Purchase Agreement, dated January 13, 2026 ^(6)^
10.10 Employment Agreement, dated April 1, 2026 ^(6)^
10.11 EMS Consulting Agreement, dated March 31, 2026 ^(7)^
* 10.12 Amendment to the Stock Purchase Agreement, dated April 1, 2026
¥ 31.1 Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
¥ 31.2 Certification of Principal Accounting Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
¥ 32.1 Certification of Principal Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
¥ 32.2 Certification of Principal Accounting Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document – the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
--- ---
¥ This exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.
^(1)^ Previously filed as an exhibit to Registration Statement on Form S-1 filed with SEC on September 21, 2023, incorporated herein by reference.
^(2)^ Previously filed as an exhibit to Registration Statement, as amended, on Form S-1/A filed with the SEC on October 19, 2023, incorporated herein by reference.
^(3)^ Previously filed as an exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on October 1, 2024, incorporated herein by reference.
^(4)^ Previously filed as an exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on September 30, 2025, incorporated herein by reference.
^(5)^ Previously filed as an exhibit to Annual Report on Form 10-Q for the fiscal quarter ended December 31, 2025 filed with the SEC on January 27, 2026, incorporated herein by reference.
^(6)^ Previously filed as an exhibit to Current Report on Form 8-K filed with the SEC on April 1, 2026, incorporated herein by reference.
^(7)^ Previously filed as an exhibit to Current Report on Form 8-K filed with the SEC on April 2, 2026, incorporated herein by reference.
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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEXSCIENT, INC.
Date: May 15, 2026 /s/ Fred E. Tannous
By: Fred E. Tannous
Title: President, & Chief Executive Officer (Principal Executive Officer)
Date: May 15, 2026 /s/ Eric Sherb
By: Eric Sherb, CPA
Title: Chief Financial Officer (Principal Accounting Officer)
11
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nexscient_ex1012.htm EXHIBIT 10.12

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

This Amendment No. 1 to Stock Purchase Agreement (this “Amendment”) is entered into as of March 19, 2026 (the “Amendment Date”) by and between Flipside Digital Content Company, Inc., Crestview BPO Pte. Ltd., Arcadia Data Pte. Ltd., the Selling Shareholders herein represented by their sole authorized representative, the Agent, and Nexscient, Inc. Reference is made to that certain Stock Purchase Agreement dated as of January 13, 2026 by and between Flipside Digital Content Company, Inc., Crestview BPO Pte. Ltd., Arcadia Data Pte. Ltd., the selling shareholders set forth therein, and Nexscient, Inc. (the “Original Agreement”).

RECITALS

WHEREAS, the Parties desire to amend the Original Agreement, and pursuant to the provisions of Section 10.09 of the Original Agreement it may be amended in a writing executed by the Parties;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Capitalized terms used herein without definition shall have the meanings given in the Original Agreement.
2. The Original Agreement is hereby amended as follows:
a. The date February 28, 2026 in Section 9.01 of the Original Agreement is hereby amended to be April 01, 2026.
b. The definition of “Indemnification Escrow Amount” in Article 1 of the Original Agreement is hereby stricken in its entirety.
c. Section 2.02 (a) of the Original Agreement is hereby amended to read as follows:
“(a) cash at Closing in the total amount of Six Hundred Thousand United States Dollars ($600,000) (the “Closing Cash Payment”) shall be delivered to the Sellers, in accordance with this Agreement;
d. Section 2.03 of the Original Agreement is hereby amended to read as follows:
“(a) At the Closing, Buyer shall:
1
(i) deliver to Arcadia:
(A) the Closing Cash Payment less: (1) the outstanding balance of the Subscription Note (and as a result of which the Subscription Note shall be deemed paid in full), (2) any Transaction Expenses paid pursuant to subparagraph (a)(ii) below, and (3) any adjustments pursuant to Section 2.04(a)(i) by wire transfer of immediately available funds to the accounts designated in writing by Agent to Buyer no later than three (3) Business Days prior to the Closing Date;
(iv) deliver to the Escrow Agent:
(A) the Escrow Agreement duly executed by Buyer; and
(B) the Escrow Shares.
(v) deliver to Crestview a portion of the Closing Cash Payment, in the amount of Four Hundred United States Dollars ($400,000), which is understood to be in settlement of Arcadia’s subscription to Crestview’s Four Hundred Thousand (400,000) USD-denominated ordinary shares, equivalent to Four Hundred Thousand United States Dollars ($400,000), thereby cancelling Arcadia’s Subscription Promissory Note.
e. Section 2.04(a)(i)(B) of the Original Agreement is hereby amended to read as follows:
“(B) a decrease by the outstanding Indebtedness of the Company as of the open of business on the Closing Date if such Indebtedness exceeds Seven Hundred Eighty Four Thousand, Six Hundred and Three United States Dollars ($784,603)”
f. Section 5.11 of the Original Agreement is hereby amended to read as follows:
“Section 5.11 Payment of Liabilities. Prior to the Closing Date, and with the exception of Liabilities set forth in Section 5.11 of the Disclosure Schedules or otherwise agreed to in writing by Buyer, the Company will either pay all other Liabilities or have such other Liabilities discharged or rightfully assigned to another Person.”
g. Section 7.03(l) of the Original Agreement is hereby amended to read as follows:
“(l)From and after the date hereof and prior to the Closing Date, the Buyer shall have closed upon one or more financings with aggregate gross proceeds to the Buyer of not less than Seven Hundred Fifty Thousand United States Dollars ($750,000).”
h. Section 7.03 (g) of the Original Agreement is hereby amended to read as follows:
“(g) Buyer shall have delivered to the Agent by wire transfer the amount of Six Hundred Thousand United States Dollars ($600,000) minus any amounts required to be withheld pursuant to Section 2.06, in full payment of the Acquisition Notes.”
2
i. Section 7.03 (h) of the Original Agreement is hereby stricken in its entirety.
j. Section 8.06 (b) of the Original Agreement is hereby amended to read as follows:
“(b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied from Sellers jointly and severally. Any amounts payable by a Seller hereunder may, at the option of such Seller, be payable by forfeiture by such Seller of NXNT Shares issued to the Seller hereunder. For purposes of this Section 8.06(b), any Escrow Shares used to pay any Losses or NXNT Shares forfeited to pay any Losses shall be valued at $0.75 per share.”
3. Other than as amended herein, the Original Agreement shall remain in full force and effect. As of and following the Amendment Date, any reference in the Original Agreement to the “Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment.
4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature page follows]

3

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers or representatives.

NEXSCIENT, INC.
By /s/ Fred E Tannous

| Name: | Fred E. Tannous |

| Title: | Chief Executive Officer | | FLIPSIDE DIGITAL CONTENT COMPANY, INC. | | | By | /s/ Anthony De Luna |

| Name: | Anthony S. De Luna |

| Title: | President and CEO | | CRESTVIEW BPO PTE. LTD. | | | By | /s/ Anthony De Luna |

| Name: | Anthony S. De Luna |

| Title: | President and CEO | | ARCADIA DATA PTE. LTD. | | | By | /s/ Anthony De Luna |

| Name: | Anthony S. De Luna |

| Title: | President and CEO |

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT]

4
THE SELLING SHAREHOLDERS
By: /s/ Anthony De Luna

| Name: | Anthony S. De Luna |

| Individually and as Agent for all of the Selling Shareholders | |

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT]

5

nexscient_ex311.htm EXHIBIT 31.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Fred E. Tannous, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of the Registrant for the period ended March 31, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. As the Registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. As the Registrant’s certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Nexscient, Inc.

| Date: May 15, 2026 | By: | /s/ Fred E. Tannous |

| | Name: | Fred E. Tannous |

| | Title: | Chief Executive Officer<br> <br>(Principal Executive Officer) |

nexscient_ex312.htm EXHIBIT 31.2

CERTIFICATION OF

PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Sherb, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of the Registrant for the period ended March 31, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. As the Registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. As the Registrant’s certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Nexscient, Inc.
Date: May 15, 2026 By: /s/ Eric Sherb

| | Name: | Eric Sherb, CPA |

| | Title: | Chief Financial Officer<br> <br>(Principal Accounting Officer) |

nexscient_ex321.htm EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nexscient, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned Fred E. Tannous, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Nexscient, Inc.
Date: May 15, 2026 By: /s/ Fred E. Tannous

| | Name: | Fred E. Tannous |

| | Title: | Chief Executive Officer<br> <br>(Principal Executive Officer) |

nexscient_ex322.htm EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nexscient, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned Eric Sherb, Chief Financial Officer (Principal Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Nexscient, Inc.
Date: May 15, 2026 By: /s/ Eric Sherb

| | Name: | Eric Sherb, CPA |

| | Title: | Interim Chief Financial Officer<br> <br>(Principal Accounting Officer) |

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