Nexscient (NXNT) issues 816,000 shares to executives for accrued wages

Rhea-AI Filing Summary

Nexscient, Inc. reported that on June 25, 2026 it issued 816,000 restricted common shares to its two executive officers in full settlement of $204,000 in accrued and unpaid wages. The stock was valued at $0.25 per share, a price the board determined in good faith using the company’s recent $0.25-per-share Regulation D private placement as a reference.

The issuances were made in lieu of cash to conserve cash for operations and strategic initiatives, including a planned uplisting to a national securities exchange. The transactions were approved by disinterested directors under Delaware related‑party rules, and the unregistered shares were issued under the Section 4(a)(2) exemption as restricted securities to accredited investors.

Insights

Equity capital structure analyst

Nexscient uses stock to pay executive wage arrears, preserving cash.

Nexscient converted $204,000 of accrued wages owed to its CEO and COO into 816,000 restricted shares at $0.25 per share. This reduces near-term cash outflows while modestly increasing the common share count.

The company links the valuation to a recent Regulation D private placement at the same price, suggesting internal consistency for fair value. Governance-wise, disinterested directors approved the related-party issuances, with each interested executive recusing himself from his own grant.

The filing also references a planned uplisting to a national securities exchange, tying the decision to conserve cash for operations and strategic initiatives. Future company filings may clarify how equity-based compensation and wage settlements affect overall dilution and progress toward the uplisting.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued: 816,000 shares Accrued wages settled: $204,000 Issue price: $0.25 per share +2 more

5 metrics

Shares issued 816,000 shares Restricted common stock issued June 25, 2026

Accrued wages settled $204,000 Total wages converted to stock for two executives

Issue price $0.25 per share Deemed fair value based on recent Reg D placement

CEO wages settled $114,000 Converted into 456,000 restricted shares for CEO

COO wages settled $90,000 Converted into 360,000 restricted shares for COO

Key Terms

restricted shares, Regulation D, Rule 506(b), related-party transactions, Section 4(a)(2), +2 more

6 terms

restricted shares financial

"issued an aggregate of 816,000 restricted shares of its common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Regulation D, Rule 506(b) regulatory

"arm’s-length sales of Common Stock under the Company’s Regulation D, Rule 506(b) private placement"

related-party transactions financial

"the foregoing issuances constitute related-party transactions that were approved by the disinterested members"

Transactions between a company and people or entities with close ties to it — such as executives, board members, major shareholders, family members, or affiliate companies — where one side may have influence over the deal. Investors care because these arrangements can favor insiders, hide costs or benefits, and distort a company’s true performance; think of it like a referee also being a player in the game, which raises questions about fairness and risk.

Section 4(a)(2) regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

accredited investor financial

"Each recipient is an accredited investor who acquired the shares for investment"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

restricted securities regulatory

"the shares constitute “restricted securities” within the meaning of Rule 144 under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

FAQ

What equity transaction did Nexscient (NXNT) report on June 25, 2026?

Nexscient issued 816,000 restricted common shares to its CEO and COO in full settlement of $204,000 in accrued wages. The shares were valued at $0.25 each, replacing cash payments and modestly increasing the company’s outstanding equity base.

At what price did Nexscient (NXNT) issue shares to settle wages?

The company used a deemed price of $0.25 per share to issue stock for wage settlement. Its board set this value in good faith, referencing a recent Regulation D, Rule 506(b) private placement that also sold common shares at $0.25 per share.

How much executive compensation did Nexscient (NXNT) settle in stock?

Nexscient settled $204,000 of accrued and unpaid wages owed to its two executive officers using common stock. The CEO’s portion was $114,000 and the COO’s portion was $90,000, all converted to restricted shares at $0.25 per share.

How many Nexscient (NXNT) shares did each executive receive?

CEO Fred E. Tannous received 456,000 restricted common shares, while COO Tarek Shoufani received 360,000 shares. In total, 816,000 restricted shares were issued to settle their accrued wages, aligning each grant with the $0.25-per-share valuation.

Why did Nexscient (NXNT) use stock instead of cash to pay wages?

The company chose to issue stock in lieu of cash to preserve cash resources for operations and strategic initiatives. Management specifically cited a planned uplisting to a national securities exchange as one reason to conserve cash rather than paying accrued wages in cash.

Under which exemption were Nexscient (NXNT) shares issued to executives?

The shares were issued without registration under the Securities Act, relying on Section 4(a)(2) for transactions not involving a public offering. Each executive is an accredited investor, received restricted securities with a legend, and no general solicitation or advertising was used.

How did Nexscient (NXNT) approve these related-party share issuances?

Because both recipients are executive officers and directors, the transactions were treated as related-party deals. Disinterested members of the board approved the issuances under Section 144 of Delaware law, and each interested director recused himself from voting on his own issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 09:02 AM Learn about SEC filing dates

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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): June 25, 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 3.02  Unregistered Sales of Equity Securities.

On June 25, 2026, Nexscient, Inc. (the “Company”) issued an aggregate of 816,000 restricted shares of its common stock, par value $0.001 per share (the “Common Stock”), to its two executive officers in full satisfaction and discharge of an aggregate of $204,000 in bona fide accrued and unpaid wages owed to them for services rendered to the Company. The shares were issued at a deemed price of $0.25 per share, which the Board of Directors determined in good faith to be the fair value of the Common Stock as of the date of issuance, having considered, among other factors, the most recent arm’s-length sales of Common Stock under the Company’s Regulation D, Rule 506(b) private placement (designated PPM No. NXNT-2026-002), which was conducted at $0.25 per share. The Company effected the issuances in lieu of cash payment in order to preserve its cash resources for operations and strategic initiatives, including its planned uplisting to a national securities exchange.

Officer		Title		Accrued Wages Settled				Price / Share				Shares Issued
Fred E. Tannous		President & CEO		$	114,000			$	0.25				456,000
Tarek Shoufani		Chief Operating Officer		$	90,000			$	0.25				360,000
Total				$	204,000								816,000

Each of Mr. Tannous and Mr. Shoufani is an executive officer and director of the Company and therefore a related party, and the foregoing issuances constitute related-party transactions that were approved by the disinterested members of the Board in accordance with Section 144 of the General Corporation Law of the State of Delaware, with each interested director having recused himself from the approval of his own issuance.

The shares of Common Stock described above were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving any public offering. Each recipient is an accredited investor who acquired the shares for investment and not with a view to distribution, no general solicitation or general advertising was used in connection with the issuances, and the shares constitute “restricted securities” within the meaning of Rule 144 under the Securities Act and bear a customary restrictive legend.

2

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: June 29, 2026	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		President & Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 913 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.1 KB