Nexscient, Inc. 8-K

What Happened
Nexscient, Inc. announced the Closing of its acquisition of Crestview (which owns 100% of Flipside AI) on April 1, 2026. The total agreed consideration was $6,184,500 (after customary adjustments) paid as $600,000 cash, a $450,000 seller convertible promissory note (convertible at $0.75/share, maturities over three years), and 6,846,000 restricted shares of Nexscient common stock valued at $5,134,500. The Company also issued 326,000 shares as a business broker fee. The stock issuances were made as unregistered sales relying on Section 4(a)(2) and/or Regulation S. Concurrently, Nexscient’s board appointed Anthony De Luna as a director and Chief Technology Officer effective April 1, 2026; De Luna also entered into an employment agreement with salary, bonus, commission and equity incentives.

Key Details

• Closing date: April 1, 2026; Purchase Agreement amended March 30, 2026 (removed cash escrow, adjusted financing threshold and Drop Dead Date).
• Aggregate consideration: $6,184,500 (≈ $600k cash; $450k convertible note; 6,846,000 restricted shares valued at $5,134,500).
• Broker fee: 326,000 shares of Nexscient common stock issued. Securities issued as private placements (Section 4(a)(2)/Reg S).
• New CTO/director: Anthony De Luna — employment agreement dated April 1, 2026: $175,000 base salary, annual incentive = 3% of net after-tax income, 3% commission on Flipside AI revenues from customers he introduces, and 500,000 performance stock units vesting in 100,000 increments tied to Nexscient market-cap milestones (<$15M → 100k; $15–<30M → +100k; $30–<50M → +100k; $50–<75M → +100k; ≥$75M → +100k). Post-termination: six-month non-compete/non-solicit; severance and incentive pay vary by termination reason and require a release.

Why It Matters
This transaction brings Flipside AI’s data engineering and AI capabilities into Nexscient’s platform and places Flipside’s founder (Anthony De Luna) on Nexscient’s board and in an operational CTO role, which may accelerate integration and product development. However, the deal involved issuance of a large block of restricted shares (6.846M) plus a convertible note and broker shares, which will increase Nexscient’s potential share count and could dilute existing shareholders if the note converts or equity vesting occurs. Investors should note the conversion price ($0.75/share), the performance-based equity vesting tied to market-cap milestones, and the related-party nature of De Luna continuing as CEO of Flipside while serving Nexscient.