Nexscient, Inc. 8-K

What Happened
Nexscient, Inc. (NXNT) announced on June 25, 2026 that it issued a total of 816,000 restricted shares of common stock to its two executive officers in lieu of cash to satisfy $204,000 of accrued and unpaid wages. The recipients were Fred E. Tannous (President & CEO) and Tarek Shoufani (Chief Operating Officer). The shares were issued at a deemed price of $0.25 per share, a valuation the Board determined in good faith based in part on a recent $0.25-per-share private placement.

Key Details

• Date of issuance: June 25, 2026. Total shares issued: 816,000. Total wages settled: $204,000.
• Recipient breakdown: Fred E. Tannous — 456,000 shares for $114,000; Tarek Shoufani — 360,000 shares for $90,000.
• Transaction type: Related‑party issuance approved by disinterested directors under Delaware law (Section 144); shares issued without registration relying on Section 4(a)(2) of the Securities Act.
• Restrictions: Shares are "restricted securities" under Rule 144, carry customary restrictive legends; recipients are accredited investors and acquired shares for investment, not distribution.

Why It Matters
The company converted $204,000 of payroll obligations into equity, preserving cash for operations and stated strategic initiatives (including a planned uplisting). For existing shareholders, the issuance increases outstanding common shares by 816,000 and is dilutive to current equity holders; however, the shares are restricted and were issued under typical private‑placement and related‑party approval procedures. Investors should note the governance disclosure that the disinterested board members approved the related‑party issuances.