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Nexscient (OTCQB: NXNT) buys Flipside AI, names Anthony De Luna CTO

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Rhea-AI Filing Summary

Nexscient, Inc. has completed its acquisition of Flipside AI, buying 100% of the company for approximately $6.20 million in cash, stock, and a convertible note. The deal adds advanced AI data engineering capabilities focused on Physical AI and multimodal datasets.

Consideration includes $600,000 in cash, a $450,000 convertible promissory note, and 6,846,000 shares of restricted common stock. Flipside founder Anthony S. De Luna becomes Nexscient’s Chief Technology Officer and joins its Board while continuing as CEO of Flipside AI.

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Insights

Nexscient adds Physical AI depth with a $6.2M Flipside deal.

Nexscient is using a mix of cash, equity, and a convertible note to acquire Flipside AI for about $6.20 million. This structure preserves cash while aligning Flipside’s economics with Nexscient’s long-term performance through restricted shares.

Flipside contributes production-grade AI data pipelines, especially for Physical AI and Vision-Language-Action systems, plus relationships across automotive, robotics, and autonomy customers. Management highlights the global AI robotics market growing from $16.1 billion to $124.8 billion by 2030, framing a large addressable space.

Appointing Flipside founder Anthony De Luna as CTO and director centralizes technical leadership around data infrastructure. The impact will depend on how effectively Nexscient integrates these capabilities and converts them into scalable, enterprise and robotics AI revenues over future reporting periods.

Acquisition consideration $6.20 million Aggregate consideration for 100% of Flipside AI
Cash portion $600,000 Cash paid as part of Flipside AI purchase price
Convertible note $450,000 Convertible promissory note issued in acquisition
Equity portion 6,846,000 shares Restricted common stock issued to Flipside AI sellers
AI robotics market 2024 $16.1 billion Estimated global AI robotics market size in 2024
AI robotics market 2030 $124.8 billion Projected global AI robotics market size by 2030
Physical AI technical
"deep annotation and meta labeling for Physical AI, combined with their proven"
Physical AI combines artificial intelligence with physical devices or environments, enabling machines to interact with and adapt to the real world in a human-like way. It matters to investors because it can lead to smarter robots, autonomous vehicles, or advanced sensors that improve efficiency and open new markets, potentially creating significant business opportunities and competitive advantages.
Vision-Language-Action (VLA) models technical
"Physical AI data engineering for next-generation Vision-Language-Action (VLA) models and embodied"
Vision-language-action (VLA) models are artificial intelligence systems that can look at images or videos, read and understand text, and take predefined actions based on that combined understanding. For investors, they matter because they can automate tasks like extracting data from charts, reading regulatory filings or product photos, and triggering alerts or workflows—similar to an assistant who can see a chart, read the notes, and press the right buttons—speeding insight while introducing new operational and oversight risks.
embodied AI systems technical
"VLA) models and embodied AI systems. The company was among Scale"
Embodied AI systems are machines or devices that combine artificial intelligence with a physical body—such as robots, drones, or smart appliances—that sense their surroundings and take actions in the real world. They matter to investors because their value depends not just on software but on manufacturing, durability, safety rules and installation or maintenance costs, so they can create steady revenue streams or add regulatory and supply-chain risks, much like a smartphone is a bundled product rather than a standalone app.
convertible promissory note financial
"$600,000 in cash, a $450,000 convertible promissory note, and 6,846,000 shares"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section"
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.

EXHIBIT 99.1

 

 

PRESS RELEASE

 

Nexscient® Acquires Flipside AI,

Completing $6.2M Deal to Expand Physical AI Data Capabilities

——

Appoints Anthony De Luna as a Director

and Chief Technology Officer of Nexscient

 

LOS ANGELES, CA / APRIL 1, 2026 / ACCESSWIRE — Nexscient, Inc. (OTCQB: NXNT), a leading innovator in artificial intelligence applications and intelligent enterprise solutions, today announced the successful closing of its previously announced acquisition of Flipside Digital Content Company, Inc. (“Flipside AI”), a Philippines-based leader in AI data engineering, and the appointment of Anthony S. De Luna, founder and Chief Executive Officer of Flipside AI, as Chief Technology Officer of Nexscient.  Mr. De Luna was also appointed to Nexscient’s Board of Directors.

 

With the transaction now complete, Nexscient has acquired 100% of Flipside AI’s issued and outstanding shares for an aggregate consideration of approximately $6.20 million, consisting of $600,000 in cash, a $450,000 convertible promissory note, and 6,846,000 shares of Nexscient’s restricted common stock.  All customary closing conditions have been satisfied, including completion of the multi-step reorganization process, required regulatory filings, and receipt of applicable government clearances.

 

“The closing of this acquisition marks a defining milestone for Nexscient,” said Fred E. Tannous, President & Chief Executive Officer of Nexscient, Inc. “Flipside’s specialized expertise in deep annotation and meta labeling for Physical AI, combined with their proven operational infrastructure and talented global workforce, gives us an immediate competitive advantage in one of the fastest-growing segments of the AI market.  We look forward to delivering the high-quality, scalable dataset solutions that enterprise and robotics AI customers demand,” he added.

 

Flipside AI brings deep expertise in structured data collection, human-in-the-loop judgment workflows, and rigorously quality-controlled curation pipelines, with particular specialization in Physical AI data engineering for next-generation Vision-Language-Action (VLA) models and embodied AI systems.  The company was among Scale AI’s earliest production partners and has since scaled to support precision annotation, validation, and quality assurance pipelines across 2D/3D vision, LiDAR, sensor fusion, and multimodal datasets.  The combined organization is now positioned to serve enterprise and next-generation AI customers worldwide with a comprehensive, end-to-end AI data platform.

 

“Today marks the beginning of an exciting new chapter for the Flipside team,” said Anthony De Luna, Chief Executive Officer of Flipside AI. “Joining Nexscient gives us the strategic platform, resources, and global reach to accelerate what we’ve built, delivering even greater precision, scale, and innovation to our customers. Our combined capabilities in Physical AI data are truly differentiated, and I’m proud of what our teams will accomplish together,” he added.

 

 

 

 

The acquisition meaningfully expands Nexscient’s global footprint and enhances its capabilities across computer vision, natural language processing, physical AI, and generative AI training data workflows, advancing the company’s vision of building a fully vertically integrated AI ecosystem spanning data, software, infrastructure, and applied intelligence.

 

The global AI robotics market, where Physical AI data plays a critical role, is projected to grow from approximately $16.1 billion in 2024 to more than $124.8 billion by 2030, according to a Grand View Research report.  By leveraging the Flipside AI acquisition, management believes Nexscient will be better positioned to capture a significant share of this expanding opportunity.

 

Anthony De Luna Appointed as a Director and Chief Technology Officer of Nexscient

 

In conjunction with the closing, the Board of Directors appointed Mr. De Luna as a Director and Chief Technology Officer of Nexscient.  In a dual capacity, Mr. De Luna will continue to serve as CEO of Flipside AI, maintaining full operational oversight of the company he founded, while bringing Flipside AI’s enterprise-grade data engineering capabilities directly to bear on Nexscient’s expanding platform.

 

Mr. De Luna brings over three decades of experience spanning structured data systems, digital publishing infrastructure, and AI data engineering.  His career has tracked three transformative infrastructure cycles: XML-based information indexing at Innodata Inc. in the 1990s; digital publishing and the development of EPUB distribution standards at Barnes & Noble in the 2000s; and the Physical AI frontier from 2018 to the present, leading Flipside AI as a production-grade data engineering partner to global automotive OEMs, Tier-1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms.

 

“Anthony’s appointment as CTO represents a significant addition to Nexscient’s leadership team,” said Fred E. Tannous. “His three-decade track record of building foundational infrastructure for successive waves of emerging technology—from digital publishing to autonomous systems—reflects exactly the caliber of expertise we need to advance our vision. We are equally pleased that he will continue to lead Flipside AI, whose capabilities are closely aligned with our technical roadmap,” he added.

 

At Nexscient, Mr. De Luna will oversee the technical integration of high-scale data pipelines into public-market platforms, with current focus areas including Vision-Language-Action (VLA) systems, multimodal training infrastructure, and world-model data architectures for physical AI applications. His appointment reflects Nexscient’s strategic commitment to building rigorous, production-ready data foundations for the next generation of autonomous and intelligent systems.

 

“I look forward to drawing on my experience and deep understanding of data systems to help Nexscient build a precise, scalable, and battle-tested platform capable of meeting the demands of real-world autonomous applications,” said Mr. De Luna. “The convergence of Physical AI, robotics, and autonomous systems demands a new class of data infrastructure, one built with the precision and scale that real-world deployment requires.  I am committed to building that foundation at Nexscient while continuing to advance the work we have established at Flipside AI,” he added.

 

 
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About Nexscient, Inc.

 

Nexscient, Inc. (OTCQB: NXNT) is a forward-thinking AI company developing and delivering advanced artificial intelligence applications and intelligent enterprise solutions. The company is focused on building a vertically integrated ecosystem spanning high-quality training data, software platforms, infrastructure, and applied AI to serve enterprise and emerging technology customers worldwide. For more information, visit https://nexscient.ai.

 

About Flipside AI

 

Flipside AI is a leading Philippines-based AI data engineering company specializing in structured data collection, human judgment workflows, and quality-controlled curation pipelines for advanced AI systems, with particular expertise in Physical AI, Vision-Language-Action models, and embodied intelligence datasets. Founded in 2010 as Flipside Digital Content Company and pivoted to AI data engineering in 2018, Flipside AI has supported global automotive OEMs, Tier-1 suppliers, autonomous vehicle programs, robotics developers, and satellite intelligence platforms. For more information, visit https://flipside.ai.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not statements of historical fact regarding the intent, belief or current expectations of Nexscient, Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy; (iv) performance of our products and services, and (v) integration of acquired businesses. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Nexscient’s ability to control. These risks and uncertainties are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, available at https://nexscient.ai. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

 

MEDIA CONTACT:

 

Nexscient, Inc.

 

Fred E. Tannous, President & CEO

 

Email: fred@nexscient.com

 

Phone: +1 (310) 494-6620

 

 
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FAQ

What did Nexscient (NXNT) acquire in the Flipside AI transaction?

Nexscient acquired 100% of Flipside AI, a Philippines-based AI data engineering company. Flipside specializes in structured data collection, human-in-the-loop workflows, and quality-controlled pipelines for Physical AI, Vision-Language-Action models, and embodied intelligence datasets, serving automotive, robotics, and satellite intelligence customers.

What is the total purchase price for Nexscient’s acquisition of Flipside AI?

The total purchase price is approximately $6.20 million. Consideration includes $600,000 in cash, a $450,000 convertible promissory note, and 6,846,000 shares of Nexscient’s restricted common stock, following satisfaction of all customary closing conditions and regulatory clearances.

How is Nexscient paying for the Flipside AI acquisition?

Nexscient is paying with a mix of cash, debt, and equity. The deal includes $600,000 in cash, a $450,000 convertible promissory note, and 6,846,000 restricted common shares, spreading consideration across immediate cash outlay, a future-convertible instrument, and stock-based compensation.

What new role will Anthony De Luna have at Nexscient (NXNT)?

Anthony De Luna has been appointed Chief Technology Officer and a Director of Nexscient. He will also continue as CEO of Flipside AI, overseeing technical integration of large-scale data pipelines and focusing on Vision-Language-Action systems and world-model data architectures for physical AI applications.

How does the Flipside AI deal change Nexscient’s AI capabilities?

The deal expands Nexscient’s capabilities in computer vision, natural language processing, Physical AI, and generative AI training data. Flipside adds deep expertise in multimodal datasets, including 2D/3D vision, LiDAR, sensor fusion, and human-judgment workflows, supporting a more vertically integrated AI data platform.

What market opportunity is Nexscient targeting with Flipside AI?

Nexscient is targeting the global AI robotics market, where Physical AI data is critical. A cited Grand View Research report projects this market growing from about $16.1 billion in 2024 to more than $124.8 billion by 2030, highlighting a rapidly expanding opportunity for AI data and robotics solutions.

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