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): November 5, 2025

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

On November 5, 2025, Mr. Michael Portera submitted to the Board of Directors (“Board”) of Nexscient, Inc. (the “Company”) his resignation as Chief Financial Officer, effective immediately. Mr. Portera’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Effective the same date, the Company’s Chief Executive Officer, Fred E. Tannous, was appointed to serve as the Company’s Interim Chief Financial Officer until a permanent successor is appointed. Mr. Tannous will continue to serve in his current capacity as Chief Executive Officer while assuming the additional responsibilities of the interim Chief Financial Officer. The Company has commenced the process of identifying and evaluating candidates to fill the Chief Financial Officer position on a permanent basis.

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: November 5, 2025	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		President & Chief Executive Officer

Nexscient, Inc. 8-K