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): ~~April~~June 225, 2026

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 5.0203 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~EMS~~On ~~Consulting~~June ~~Services~~25, 2026, the Board of Directors (the “Board”) of Nexscient, Inc. (the “Company”), acting by unanimous written consent in lieu of a meeting, approved a change in the Company’s fiscal year end from June 30 to December 31, effective for the fiscal period commencing July 1, 2025. The change was made pursuant to Section 9 of the Company’s Bylaws, which authorizes the Board to determine the Company’s fiscal year by resolution, and did not require an amendment to the Company’s certificate of incorporation or bylaws or the approval of the Company’s stockholders.

OnAs ~~March~~a ~~31,~~result ~~2026,~~of the ~~Company~~change, ~~entered~~the ~~into~~period afrom ~~Consulting~~July ~~Agreement~~1, ~~with~~2025 ~~EMS~~through ~~Consulting~~December ~~Services~~31, ~~Inc.,~~2025 anconstitutes ~~entity~~a ~~controlled~~transition byperiod ~~Mr. Eric Sherb~~ (the “~~EMS~~Transition ~~Agreement~~Period”). ~~Pursuant~~ The toCompany’s ~~the~~first ~~EMS~~full ~~Agreement,~~fiscal ~~Mr.~~year ~~Sherb~~following ~~will provide financial and accounting services customarily performed by~~ the ~~chief~~Transition ~~financial~~Period ~~officer~~will ofbe ~~a publicly traded company. As consideration for such services,~~ the ~~Company~~twelve-month ~~will~~period ~~pay~~ending ~~EMS~~December ~~Consulting Services~~31, ~~Inc. a monthly retainer of $5~~2026,~~000,~~ and ~~Mr. Sherb will receive a one-time grant of 36,000 shares of~~ the Company’s ~~common~~fiscal ~~stock,~~year ~~which~~ will ~~vest~~end inon ~~equal~~December ~~installments~~31 ~~over~~in aeach ~~six-month~~year ~~period~~thereafter. ~~The EMS Agreement has an effective date of April 1, 2026, and may be terminated by either party at any time.~~

~~Appointment~~The Company intends to report the Transition Period on a transition report on Form 10-K, to be filed with the Securities and Exchange Commission (the “SEC”) in accordance with Rule 13a-10 under the Securities Exchange Act of ~~Chief~~1934, ~~Financial~~as ~~Officer~~amended (the “Exchange Act”). Because the original due date for the transition report on Form 10-K has passed, the Company intends to file the transition report, including audited financial statements for the Transition Period, as promptly as practicable in order to become current in its periodic reporting obligations under the Exchange Act. The Company further intends to file as promptly as practicable any other periodic report that becomes due as a result of the change in fiscal year end.

InCautionary ~~connection~~Note ~~with~~Regarding the EMS Agreement, on April 1, 2026, the Board of Directors of Nexscient appointed Mr. Eric Sherb as the Nexscient’s Chief Financial Officer. Mr. Sherb is a Certified Public Accountant with 19 years of experience in accounting, financial advisory, audit, and mergers and acquisitions. He brings to the Company substantial expertise in financial reporting, technical accounting, and strategic finance, with experience serving organizations ranging from earlyForward-~~stage~~Looking ~~startups to large public companies.~~Statements

~~Mr.~~This ~~Sherb~~Current ~~began~~Report ~~his~~on ~~career~~Form at8-K ~~PricewaterhouseCoopers,~~contains ~~where~~forward-looking hestatements ~~served~~within asthe ameaning ~~Senior~~of ~~Associate~~the ~~from~~federal ~~2011~~securities ~~to 2013. Following his tenure at PricewaterhouseCoopers~~laws, heincluding ~~served~~statements asregarding anthe ~~Audit~~Company’s ~~Manager~~intended attiming ~~RBSM~~for ~~LLP~~filing ~~and~~its astransition areport ~~Senior~~on ~~Manager~~Form ~~at CFGI. He later held positions at mid~~10-~~sized~~K ~~audit~~ and ~~consulting~~other ~~firms,~~periodic ~~where~~reports heand ~~advised~~its ~~clients~~expectation ~~across a broad range~~ of ~~industries~~becoming ~~and~~current ~~developed extensive experience~~ in ~~both~~its ~~assurance~~reporting ~~and advisory services~~obligations. ~~Mr.~~These ~~Sherb~~statements ~~has~~are ~~significant~~based ~~experience~~on incurrent ~~financial~~expectations ~~reporting~~ and ~~governance~~are ~~matters~~subject ~~within~~to ~~the~~risks ~~capital~~and ~~markets~~uncertainties, including ~~initial~~the ~~public~~completion ~~offerings,~~of ~~direct~~the ~~listings,~~audit ~~SPAC~~of ~~transactions,~~the ~~and~~Transition ~~de-SPAC~~Period, ~~transactions. He~~that ~~has~~could ~~also~~cause ~~served~~actual asresults ~~chief~~to ~~financial~~differ ~~officer~~materially. The ~~and~~Company ~~financial~~undertakes ~~consultant~~no obligation to ~~several~~update ~~Nasdaq-~~any ~~and OTC~~forward-~~listed~~looking ~~companies,~~statement ~~most~~except ~~recently~~as ~~Scienture~~required ~~Holdings,~~by ~~Inc~~law. ~~(NASDAQ: SCNX).~~

Since October 2018, Mr. Sherb has served as the founder and owner of EMS Consulting Services, LLC, where he provides outsourced chief financial officer and accounting advisory services. His experience includes financial statement preparation and analysis, consolidations, financial modeling, management and investor reporting, bookkeeping oversight, and audit support.2

Mr. Sherb has also advised on a wide range of complex transactions, including debt and equity financings, business combinations, and the preparation and filing of registration statements. In coordination with key stakeholders, including attorneys, underwriters, and transfer agents, he has helped companies establish and enhance their financial infrastructure through systems implementation, compensation planning, and the development of accounting policies, internal controls, and operational processes. Mr. Sherb holds a Bachelor of Business Administration in Accounting and Finance from Emory University.SIGNATURES

~~There~~Pursuant ~~are~~to nothe ~~family~~requirements ~~relationships~~of ~~between~~the ~~Mr.~~Securities ~~Sherb~~Exchange ~~and~~Act ~~any~~ of ~~the Company’s directors~~1934, ~~executive~~the ~~officers,~~registrant orhas ~~persons~~duly ~~nominated~~caused orthis ~~chosen~~report ~~by the Company~~ to ~~become~~be asigned ~~director~~on orits ~~executive~~behalf ~~officer.~~by ~~In addition, except for~~ the ~~EMS~~undersigned ~~Agreement~~hereunto ~~described~~duly ~~above, there are no transactions involving Mr~~authorized. ~~Sherb requiring disclosure under Item 404(a) of Regulation S-K.~~

Item 9.01 Financial Statements and Exhibits.

	NEXSCIENT, INC.

Date: June 25, 2026	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		President & Chief Executive Officer

~~(d) Exhibits.~~3

Exhibit No.		Description
10.1		EMS Consulting Services Agreement dated March 31, 2026
104		Cover Page Interactive Data File (embedded within the XBRL document)

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: April 2, 2026	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		President & Chief Executive Officer

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