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  4. [8-K] Nexscient, Inc. Reports Material Event

Nexscient (NXNT) COO shifts to board role as directors get 250,000 RSU awards

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nexscient, Inc. reported leadership and governance changes. Effective June 30, 2026, Chief Operating Officer Tarek Shoufani resigned from his officer role but will continue serving as a non-employee director. The company stated his resignation was not due to any disagreement over operations, policies, or practices.

Effective July 1, 2026, the board appointed experienced lawyer and investor Jaime Fanlo as an independent director. On the same date, Nexscient entered into new director compensation agreements with Tarek Shoufani, Eric Manlunas, and Jaime Fanlo, providing equity-only pay.

Each director received a performance-based restricted stock unit award covering 250,000 RSUs, with each unit convertible into one common share upon vesting. The units vest in tranches when specified market capitalization thresholds are maintained for 20 consecutive trading days within a 10-year performance period, subject to continued board service, or are otherwise forfeited.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
COO resignation effective date June 30, 2026 Tarek Shoufani resigns as Chief Operating Officer
New director effective date July 1, 2026 Appointment of Jaime Fanlo to the board
Director RSU award size 250,000 RSUs Performance-based award per director effective July 1, 2026
RSU trading-day condition 20 consecutive trading days Market cap threshold must be sustained for vesting
RSU performance period 10 years Period from grant date during which vesting thresholds may be achieved
independent director financial
"The Board has affirmatively determined that Mr. Fanlo qualifies as an “independent director” under the applicable independence standards"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
restricted stock units financial
"an RSU Award covering 250,000 restricted stock units, with each unit representing the right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change of control financial
"accelerated vesting in connection with a change of control, equitable adjustment of the units"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Item 404(a) of Regulation S-K regulatory
"no transactions involving Mr. Fanlo that would be required to be reported pursuant to Item 404(a) of Regulation S-K"
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FAQ

What leadership change did Nexscient (NXNT) disclose in this 8-K?
Nexscient reported that Chief Operating Officer Tarek Shoufani will resign his officer role effective June 30, 2026. He will remain with the company as a non-employee member of the board of directors, preserving his governance involvement while leaving day-to-day operational responsibilities.

Who is the new director appointed to Nexscient (NXNT)’s board?
The board appointed Jaime Fanlo as a director effective July 1, 2026. He is an experienced corporate director, lawyer, and strategic investor with more than eighteen years of cross-border governance, private equity, and commercial law experience, and has previously advised on Nexscient-related transactions and subsidiaries.

How will Nexscient (NXNT) compensate its non-employee directors?
Nexscient adopted director agreements making equity the sole compensation for certain non-employee directors. They receive performance-based restricted stock unit awards, reimbursement of reasonable expenses, and indemnification rights, with no cash retainers, meeting fees, committee fees, or other cash stipends for their board service under these agreements.

What equity awards did Nexscient (NXNT) grant to its directors?
Each of Tarek Shoufani, Eric Manlunas, and Jaime Fanlo received an award of 250,000 restricted stock units effective July 1, 2026. Each unit represents the right to receive one share of common stock upon vesting and settlement, structured as standalone inducement awards outside any equity incentive plan.

What are the performance conditions for Nexscient (NXNT) director RSUs?
The restricted stock units vest in tranches when specified market capitalization thresholds are met and sustained for twenty consecutive trading days. Vesting also requires the director’s continuous board service, and any units tied to thresholds not achieved within the ten-year performance period are forfeited at its end.

Is Nexscient (NXNT)’s new director considered independent?
The board determined that new director Jaime Fanlo qualifies as an independent director under Nasdaq and SEC standards. He is a current stockholder, has no reportable related-party transactions under Item 404(a) of Regulation S-K, and was not appointed pursuant to any arrangement or understanding with another person.

 

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 26, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b) Resignation of Chief Operating Officer

 

Effective June 30, 2026, Mr. Tarek Shoufani resigned as Chief Operating Officer of Nexscient, Inc. (the “Company”). Mr. Shoufani’s resignation as an officer of the Company was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Shoufani will continue to serve as a non-employee member of the Company’s Board of Directors (the “Board”).

 

(d) Appointment of New Director

 

On June 26, 2026, the Board, acting by unanimous written consent, appointed Jaime Fanlo as a member of the Board, effective July 1, 2026, to serve until the next annual meeting of the Company’s stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal.

 

Mr. Fanlo is an experienced corporate director, lawyer, and strategic investor with more than eighteen years of cross-border experience in corporate governance, private equity, commercial law, and strategic transactions. He began his career as an attorney at a leading Philippine law firm and later served as commercial counsel for Johnson Controls Inc. and CBRE Group Inc., where he advised on cross-border transactions, enterprise risk management, and high-value commercial agreements. Mr. Fanlo is an investor and currently serves as a director of several investment and operating entities, including the Company’s subsidiaries, Crestview BPO Pte, Ltd. and Flipside AI. He has played a key role in corporate funding structures, inter-company capital flows, mergers and acquisitions, and the Company’s cross-border acquisition and integration of Flipside AI by Nexscient. His investment experience includes evaluating public and private companies, with a particular focus on the technology and artificial intelligence sectors. Mr. Fanlo holds a Bachelor of Arts in Political Economy from the University of Asia and the Pacific and earned his Juris Doctor degree from the Ateneo de Manila School of Law in 2007.

 

The Board has affirmatively determined that Mr. Fanlo qualifies as an “independent director” under the applicable independence standards of The Nasdaq Stock Market LLC and the applicable rules of the Securities and Exchange Commission. Mr. Fanlo has not been named to serve on any committee of the Board at this time.

 

Mr. Fanlo is a current stockholder of the Company. There is no arrangement or understanding between Mr. Fanlo and any other person pursuant to which he was selected as a director, and there are no transactions involving Mr. Fanlo that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

 

(e) Director Compensatory Arrangements; Restricted Stock Unit Awards

 

In connection with their service as non-employee directors of the Company, the Company entered into Director Agreements (each, a “Director Agreement”), each effective July 1, 2026, with each of Tarek Shoufani, Eric Manlunas, and Jaime Fanlo (each, a “Director”). The Director Agreements are substantially identical in form.

 

 
2

 

 

Each Director Agreement provides that the applicable Director’s sole compensation for service as a director shall be a performance-based award of restricted stock units (each, an “RSU Award”), together with reimbursement of reasonable out-of-pocket expenses and indemnification rights. No cash retainer, meeting fee, committee fee, or other cash stipend is payable to the Directors for such service.

 

Pursuant to each Director Agreement, the Company granted to each Director, effective July 1, 2026, an RSU Award covering 250,000 restricted stock units, with each unit representing the right to receive one share of the Company’s common stock, par value $0.001 per share, upon vesting and settlement. Each RSU Award was granted as a standalone inducement award and not under any equity incentive plan of the Company.

 

The restricted stock units vest in tranches upon the Company’s achievement of specified market capitalization thresholds, in each case sustained at or above the applicable threshold on each of twenty (20) consecutive trading days and subject to the applicable Director’s continuous service on the Board through the date of achievement. The performance period for each RSU Award runs for ten (10) years from the grant date, and any units for which the corresponding threshold has not been achieved by the end of the performance period are forfeited. Each Director Agreement also contains provisions addressing settlement, forfeiture upon cessation of service (including immediate forfeiture upon a termination for cause), accelerated vesting in connection with a change of control, equitable adjustment of the units and thresholds upon certain changes in the Company’s capital structure, and customary confidentiality, work product, and securities-law representations.

 

The foregoing description of the Director Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Director Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

10.1

 

Form of Director Agreement (Performance Restricted Stock Unit Award)

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
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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 30, 2026

By:

/s/ Fred E. Tannous

 

Fred E. Tannous

 

President & Chief Executive Officer

 

 

 
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Source: View Original Filing on SEC EDGAR

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