Nexscient Completes Acquisition of Flipside AI; Issues Stock and Note

What Happened

• Nexscient announced it closed the acquisition of Crestview (the owner of Flipside Digital Content Company, Inc. or "Flipside AI") under a Stock Purchase Agreement dated January 13, 2026 (amended March 30, 2026). The aggregate consideration at closing was $2,609,694 (after customary adjustments). Flipside AI will operate as a wholly owned subsidiary of Crestview, which is itself a wholly owned subsidiary of Nexscient. Anthony De Luna, Flipside AI’s founder and CEO, was appointed a director and Chief Technology Officer of Nexscient concurrently with the closing. This 8‑K/A also provides the pro forma financial information required by Item 9.01(b) that was not included in the original filing.

Key Details

• Total consideration at closing: $2,609,694 (after working capital and indebtedness adjustments).
• Payment mix: $600,000 cash; a $450,000 seller convertible promissory note (recorded at present value $379,694) convertible into Nexscient common stock at $0.75 per share with scheduled maturities over three years; and 6,520,000 restricted shares of Nexscient common stock valued at $1,630,000.
• Additional transaction cost: 326,000 restricted shares (valued at $81,500) issued as a business broker fee; these were recorded as a transaction expense and are not included in the $2.61M aggregate consideration.
• Business description: Flipside AI is a production‑grade data engineering company serving automotive OEMs, Tier‑1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms.

Why It Matters

• The acquisition brings a data‑engineering business into Nexscient’s portfolio and issues a mix of cash, equity and a convertible note — dilutive elements investors should note (6.52M restricted shares issued plus a convertible note that can convert at $0.75/share). The appointment of Flipside’s founder as CTO signals operational integration and leadership continuity. The 8‑K/A supplies the required pro forma financial information so investors can better assess the acquisition’s near‑term impact on Nexscient’s financials.