Nexscient, Inc. 8-K

What Happened
Nexscient, Inc. (NXNT) filed an 8-K reporting that on January 13, 2026 it entered into a Stock Purchase Agreement to acquire 100% of Crestview BPO Pte. Ltd., which will own 100% of Flipside Digital Content Company, Inc. following a pre‑closing reorganization. The aggregate purchase price is $6,184,500 (subject to customary working capital and indebtedness adjustments). Nexscient also issued a press release on January 14, 2026 announcing the transaction.

Key Details

• Total consideration: $6,184,500, comprised of:
  • $600,000 cash at closing (with $200,000 held in escrow for indemnification),
  • $450,000 seller convertible promissory note (convertible into Nexscient common stock at $0.75/share; scheduled maturities over three years),
  • 6,846,000 restricted shares of Nexscient common stock valued at $5,134,500.
• Purchase Agreement dated January 13, 2026 includes customary representations, warranties, covenants, indemnification and closing conditions, including required regulatory approvals and completion of the pre-closing reorganization.
• Transaction expected to close after satisfaction or waiver of all conditions.

Why It Matters
This is a material acquisition reported under Item 1.01 that will bring Crestview/Flipside into Nexscient’s business and involves a mix of cash, debt and a large equity issuance. Investors should note the immediate cash outlay, escrow for indemnities, the convertible note terms (which could increase share count if converted), and the issuance of 6,846,000 restricted shares — all of which can affect Nexscient’s liquidity and potential dilution. The deal remains subject to closing conditions and regulatory approvals.