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Nexscient (NXNT) shifts fiscal year and plans late transition 10-K

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nexscient, Inc. has changed its fiscal year end from June 30 to December 31, effective for the fiscal period starting July 1, 2025. This creates a transition period covering July 1, 2025 through December 31, 2025, after which each fiscal year will end on December 31.

The company plans to report this transition period on a transition report on Form 10-K, including audited financial statements. The original due date for this transition report has already passed, and Nexscient states it intends to file the transition report and any other required periodic reports as promptly as practicable so it can become current in its reporting obligations under the Exchange Act.

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Insights

Nexscient realigns its fiscal year and works to catch up delayed SEC reports.

Nexscient is shifting its fiscal year end from June 30 to December 31, with a transition period from July 1, 2025 through December 31, 2025. This aligns the company with a calendar-year reporting schedule, which is common and can simplify comparisons for stakeholders.

The company acknowledges that the original due date for its transition Form 10-K has already passed. It states an intention to file this transition report, including audited financials, and any other resulting periodic reports "as promptly as practicable" to become current under the Exchange Act. Actual timing depends on completing the audit of the transition period, as highlighted in its forward-looking statements disclaimer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Old fiscal year end June 30 Previous fiscal year end before change approved June 25, 2026
New fiscal year end December 31 New fiscal year end effective for period commencing July 1, 2025
Transition period July 1, 2025–December 31, 2025 Defined as the Transition Period between old and new fiscal year ends
First full new fiscal year Year ending December 31, 2026 First complete fiscal year following the Transition Period
Board approval date June 25, 2026 Date Board approved the fiscal year change by unanimous written consent
Transition Period financial
"the period from July 1, 2025 through December 31, 2025 constitutes a transition period (the “Transition Period”)."
Form 10-K regulatory
"report the Transition Period on a transition report on Form 10-K, to be filed with the Securities and Exchange Commission"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
Exchange Act regulatory
"Rule 13a-10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)."
A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s intended timing"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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.
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Understanding 8-K Material Events →

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 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.

 

As a result of the change, the period from July 1, 2025 through December 31, 2025 constitutes a transition period (the “Transition Period”).  The Company’s first full fiscal year following the Transition Period will be the twelve-month period ending December 31, 2026, and the Company’s fiscal year will end on December 31 in each year thereafter.

 

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 1934, as 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.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s intended timing for filing its transition report on Form 10-K and other periodic reports and its expectation of becoming current in its reporting obligations.  These statements are based on current expectations and are subject to risks and uncertainties, including the completion of the audit of the Transition Period, that could cause actual results to differ materially.  The Company undertakes no obligation to update any forward-looking statement except as required by law.

 

 

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 25, 2026

By:

/s/ Fred E. Tannous

 

Fred E. Tannous

 

President & Chief Executive Officer

 

 

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What fiscal year change did Nexscient (NXNT) announce in its 8-K?

Nexscient changed its fiscal year end from June 30 to December 31. The new schedule is effective for the fiscal period beginning July 1, 2025, aligning future reporting with the calendar year and creating a one-time transition period in 2025.

What is Nexscient’s transition period after the fiscal year change?

The transition period runs from July 1, 2025 through December 31, 2025. Nexscient plans to file a transition report on Form 10-K for this timeframe, including audited financial statements, before starting full calendar-year reporting in 2026.

Why will Nexscient file a transition report on Form 10-K?

Nexscient will file a transition report on Form 10-K to cover the special transition period from July 1, 2025 to December 31, 2025. This report will include audited financial statements and helps maintain continuity in its public financial reporting.

Is Nexscient currently late on any SEC periodic reports?

Nexscient states the original due date for its transition Form 10-K has already passed. The company says it intends to file this transition report and any other required periodic reports as promptly as practicable to become current under the Exchange Act.

Did Nexscient’s fiscal year change require shareholder approval?

Shareholder approval was not required for Nexscient’s fiscal year change. The Board acted under Section 9 of the company’s bylaws, which authorizes it to set the fiscal year by resolution without amending the charter or bylaws.

What forward-looking statements did Nexscient include about future filings?

Nexscient made forward-looking statements about its intended timing to file the transition Form 10-K and other periodic reports. It cautioned that actual timing may differ due to risks and uncertainties, including completion of the audit for the transition period.

Filing Exhibits & Attachments

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