UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~Transition ~~period~~Period from ~~______~~ to ~~______~~ .

Commission ~~file~~File ~~number~~Number 333-274532

NEXSCIENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	7372	92-2915192
7372	Delaware	92-2915192
(State or other jurisdiction ofincorporation or organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. Employer Identification Number)
(Primary Standard IndustrialClassification Code Number)	(State or other jurisdiction ofincorporation or organization)	(I.R.S. Employer IdentificationNumber)

2029 Century Park East, Suite 400

Los Angeles, ~~California~~CA, 90067

(Address of principal executive offices, including ~~ZIP~~zip code)

(310) 494-6620

(Registrant’s telephone number, including area code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Title of each class

Trading

Symbol

Name of exchange

on which registered

Common Stock

NXNT

OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

~~Yes~~As ☐of NoJanuary ☒27, 2026, there were 21,663,312 shares of common stock issued and outstanding, par value, $0.001 per share.

As of November 12, 2025, there were 21,623,312 shares of common stock issued and outstanding, par value, $0.001 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

NEXSCIENT, INC.

FORM 10-Q

FOR THE ~~THREE~~QUARTER ~~MONTHS~~ ENDED ~~SEPTEMBER~~DECEMBER 3031, 2025

TABLE OF CONTENTS

		~~Page~~	Page
Part I – Financial Information
Item 1.	Financial Statements (Unaudited)	4	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	12	3
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15	5
Item 4.	Controls and Procedures	15	5
Part II – Other Information
Item 1.	Legal Proceedings	17	7
Item 1A.	Risk Factors	17	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	7
Item 3.	Defaults Upon Senior Securities	17	7
Item 4.	Mine Safety Disclosures	17	7
Item 5.	Other Information	17	7
Item 6.	Exhibits	18	8
Signatures		19	9
Certifications

~~3 Table of Contents~~2

NEXSCIENT, INC.

BALANCE SHEETS

(unaudited)

ASSETS	September 30, 2025			June 30, 2025
	December 31, 2025			June 30, 2025
Current assets
ASSETS
Cash	$	58,953		$	100,470
Current Assets
Prepaid expenses		39,875			59,792
Cash	$	28,459		$	100,470
Total current assets		98,828			160,262
Prepaid expenses		86,625			59,792
Right of use asset		1,609			6,377
Total current assets		115,084			160,262
Right of Use asset		37,431			6,377
Software		135,000			135,000
TOTAL ASSETS	$	~~235~~287,~~437~~515		$	301,639
LIABILITIES AND STOCKOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	725,~~500~~220		$	15,000
Deferred wages payable		94145,500			43,500
Right of use liability, current portion		1,609			6,377
Accrued interest payable – short term		30,000			-
Total current liabilities		103,609			64,877
Convertible debentures – short term		265,000			-
Accrued interest payable		33,439			21,392
Right of use liability – current portion		19,780			6,377
Convertible debentures		530,000			480,000
Total current liabilities		485,500			64,877
TOTAL LIABILITIES	$	667,048		$	566,269
Accrued interest payable		15,462			21,392
Convertible debentures		265,000			480,000
Right of use liability		17,651			-
TOTAL LIABILITIES	$	783,613		$	566,269
Commitments and Contingencies (Note 6)
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock 10,000,000 shares authorized, $0.001 par value,no shares issued and outstanding at September 30, 2025 and 2024		-			-
Preferred Stock 10,000,000 shares authorized, $0.001 par value, 0 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively	$	-		$	-
Common Stock75,000,000 shares authorized, $0.001 par value,21,323,312 shares issued and outstandingat September 30, 2025 and June 30, 2025, respectively		21,323			21,323
Common Stock 75,000,000 shares authorized, $0.001 par value, 21,663,312 shares and 21,323,312 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively		21,663			21,323
Additional paid-in capital		1,~~275~~359,~~109~~769			1,275,109
Accumulated deficit		(1,~~728~~877,~~043~~530	)		(1,561,062	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	$	(~~431~~496,~~611~~098	)	$	(264,630	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	~~235~~287,~~437~~515		$	301,639

The accompanying notes are an integral part of these financial statements

4F-1 Table of Contents

NEXSCIENT, INC.

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months EndedSeptember 30, 2025			Three Months EndedSeptember 30, 2024
	Three Months Ended December 31, 2025			Three Months Ended December 31, 2024			Six Months Ended December 31, 2025			Six Months Ended December 31, 2024
REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Research and development		10,500			6910,~~864~~000			21,000			79,864
General and administrative		~~144~~126,~~434~~964			57149,~~766~~758			271,398			207,525
TOTAL OPERATING EXPENSES	$	~~154~~137,~~934~~464		$	~~127~~159,~~630~~758		$	292,398		$	287,389
Interest expense		12,~~047~~023			-			24,070			-
NET LOSS	$	(~~166~~149,~~981~~487	)	$	(~~127~~159,~~630~~758	)	$	(316,468	)	$	(287,389	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		21,~~323~~510,~~312~~565			20,421,312			21,416,427			20,421,312

The accompanying notes are an integral part of these financial statements.

5F-2 Table of Contents

NEXSCIENT, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

	Preferred Stock Shares		Preferred Stock		Common Stock Shares		CommonStock		AdditionalPaid-InCapital		~~SubscriptionsReceivable~~AccumulatedDeficit			~~AccumulatedDeficit~~TotalStockholders'Equity (Deficit)			~~TotalStockholders'Equity (Deficit)~~
Balance, June 30, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	-(1,031,358	))	$	(181,~~031,358~~804	)	$	~~81,804~~
Net loss		-		-		-		-		-		-(127,630	)		(127,630	)		~~(127,630~~	)
Balance, September 30, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	-(1,158,988	)	$	(145,~~158,988~~826	)	$	~~(45,826~~	)
Balance, June 30, 2025		-	$	-		21,323,312	$	21,323	$	1,275,109	$	-		$	(1,561,062	)	$	(264,630	)
Net loss		-		-		-		-		-		(159,758	)		(159,758	)
Net loss		-		-		-		-		-		-			(166,981	)		(166,981	)
Balance, December 31, 2024		-	$	-		20,421,312	$	20,421	$	1,092,741	$	(1,318,746	)	$	(205,584	)
Balance, September 30, 2025		-	$	-		21,323,312	$	21,323	$	1,275,109	$	-		$	(1,728,043	)	$	(431,611	)
Balance, June 30, 2025		-	$	-		21,323,312	$	21,323	$	1,275,109	$	(1,561,062	)	$	(264,630	)
Net loss		-		-		-		-		-		(166,981	)		(166,981	)
Balance, September 30, 2025		-	$	-		21,323,312	$	21,323	$	1,275,109	$	(1,728,043	)	$	(431,611	)
Shares issued for services		-		-		300,000		300		74,700		-			75,000
Shares issued for cash		-		-		40,000		40		9,960		-			10,000
Net loss		-		-		-		-		-		(149,487	)		(149,487	)
Balance, December 31, 2025		-	$	-		21,663,312	$	21,663	$	1,359,769	$	(1,877,530	)	$	(496,098	)

The accompanying notes are an integral part of these financial statements

6F-3 Table of Contents

NEXSCIENT, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months EndedSeptember 30, 2025			Three Months EndedSeptember 30, 2024
	Six Months Ended December 31, 2025			Six Months Ended December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(166,981	)	$	(127,630	)
Net loss	$	(316,468	)	$	(287,389	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of prepaid stock-based compensation Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities:		48,167			24,000
Amortization of prepaid stock-based compensation		19,917			12,000
Accrued wages payable		102,000			-
Changes in operating assets and liabilities:
Accrued interest on debentures		24,070			-
Accounts payable		(7,500	)		11,271
Accounts payable and accrued liabilities		10,220			1,610
Accrued wages payable		51,000			-
NET CASH USED IN OPERATING ACTIVITIES	$	(132,011	)	$	(261,779	)
Accrued interest on debentures		12,047			-
NET CASH USED IN OPERATING ACTIVITIES		(91,517	)		(104,359	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debentures issued for cash		50,000			180,000
Proceeds from shares issued for cash		10,000			265,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		50,000			180,000
Proceeds from convertible debentures issued for cash		50,000			-
NET (DECREASE) INCREASE IN CASH		(41,517	)		75,641
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	60,000		$	265,000
NET INCREASE (DECREASE) IN CASH		(72,011	)		3,221
CASH AT BEGINNING OF THE PERIOD		100,470			75,804
CASH AT END OF THE PERIOD	$	5828,~~953~~459		$	~~151~~79,~~445~~025
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of these audited financial statements

7F-4 Table of Contents

NEXSCIENT, INC.

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER~~DECEMBER 3031, 2025 AND 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nexscient, Inc. (the “Company”) was incorporated in the State of Delaware on March 14, 2023. The Company is an emerging-growth company that’s building a global collaborative network of AI-enabled Intelligent Enterprise Solutions and technologies through internal development, synergistic acquisitions, and capital investments in companies involved in machine learning, artificial intelligence, and the Industrial Internet of Things technologies. As part of its growth strategy, the Company also seeks to acquire and integrate synergistic AI and machine learning companies and technologies into our collaborative network, further expanding its service offerings while enhancing shareholder value. The Company’s headquarters are in Los Angeles, California.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

The Company has a limited operating history and has not generated revenue intended operations. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company's control could cause fluctuations in these conditions, including but not limited to: increased inflation and interest rates; the perceived impact and effect of macroeconomic conditions; the effects of increased competition as well as innovations by new and existing competitors in our market; our ability to attract new clients, including our ability to generate revenue; our ability to attract and retain highly-skilled AI/ML/IT professionals at cost-effective rates; our ability to penetrate new industry verticals and geographies and grow our revenue in targeted industry verticals and geographies; our ability to maintain favorable pricing and utilization rates; our ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company's financial condition and the results of its operations.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year is June 30.

Unaudited Interim Financial Information

The unaudited interim financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim period presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three-month period is unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

The accompanying unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended June 30, 2025 included in the Company’s Annual Report filed on Form 10-K filed with the SEC.

F-5

Table of Contents

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. ~~However, actual results could differ materially from those estimates.~~

8 Table of Contents

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash. As of ~~September~~December 3031, 2025, substantially all of the Company’s cash was held by major financial institutions located in the United States, which at times may exceed federally insured limits.

Fair Value of Financial Instruments

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

	·	Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	·	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	·	Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

For cash and accounts payable, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Cash

The Company considers all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. As of ~~September~~December 3031, 2025 and June 30, 2025, the Company did not have any cash equivalents.

Research and Development

Research and development costs include costs to develop and refine technological processes used to carry out business operations. Research and development costs charged for the ~~fiscal~~three ~~quarters~~months ended ~~September~~December 3031, 2025 and 2024 were $10,500 and $6910,000, respectively. During six months ended December 31, 2025 and 2024, research and development costs were $21,000 and $79,864, respectively.

Segments

In accordance with criteria under ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is only one reportable segment. The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets.

F-6

Table of Contents

Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are research and development and general and administrative. Other segment items are represented by change in fair value of SAFE Notes, interest and other income.

The statements of operations for the three months ended ~~September~~December 3031, 2025 and 2024, reflect the significant segment expenses and other segment items, as well as the balance sheets as of ~~September~~December 3031, 2025 and June 30, 2025, for the one reportable segment.

9Convertible ~~Table of Contents~~Debt

~~Earnings~~The Company evaluates convertible debt instruments under Accounting Standards Codification (~~Loss~~ACS) ~~per~~470-20, ~~Share~~Debt with Conversion and Other Options to determine whether the instrument includes embedded features that must be separately accounted for as a derivative. The Company assesses whether the embedded conversion feature requires bifurcation under ASC 815-15, Embedded Derivatives and ASC 815-40, Contracts in Entity’s Own Equity.

~~Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted~~Stock-~~average~~Based number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Potentially dilutive securities are excluded from the computation of the diluted net earnings (loss) per share if their inclusion would be anti-dilutive Compensation

~~The~~Stock-based ~~Company~~compensation ~~has~~is ~~convertible~~accounted ~~debentures~~for ~~outstanding~~based ason the requirements of ~~September~~ASC ~~30,~~718 ~~2025~~– “Compensation–Stock Compensation”, ~~for~~ which requires recognition in the ~~maximum~~financial ~~number~~statements of ~~shares~~the ~~issuable~~cost ~~upon~~of ~~conversion~~employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is 1required to perform the services in exchange for the award (presumptively,~~060,000~~ ~~shares~~the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on athe ~~floor~~grant-date ~~conversion~~fair ~~price~~value of ~~$0.50~~the ~~per share~~award. The ~~These~~Company ~~shares~~has ~~were~~elected ~~excluded~~to ~~from~~account ~~diluted~~for ~~calculations~~forfeitures as they ~~were anti-dilutive~~occur.

Net Loss per Share

The Company computes net loss per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis.

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period presented. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company has convertible debentures outstanding in the total amount of $530,000 as of December 31, 2025, for which the maximum number of shares issuable upon conversion is 1,060,000 shares based on a floor conversion price of $0.50 per share.

During the six months ended December 31, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss.

	December 31
Common Stock Equivalents	2025		2024
Convertible Debentures		1,060,000		530,000

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 3 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has generated no revenues since inception and incurred losses since inception resulting in an accumulated deficit of $1,~~728~~877,~~043~~530, as of ~~September~~December 3031, 2025, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the twelve months with existing cash on hand and loans from directors, convertible debentures, private placement of common stock, and/or a registered offering of its common stock.

NOTE 4 – CONVERTIBLE DEBENTURES

On July 1, 2024, the Board authorized a private placement offering to accredited investors of an unsecured 9% Convertible Debenture with a ~~twenty~~24-~~four~~ month maturity in the principal amount of up to $5,000,000 (the “Debentures”), of which $530,000 were issued. The Debentures will be convertible into shares of the Company’s common stock at the lower price of $0.75 per share or 20% below the average VWAP (Volume Weighted Average Price) per share of common stock for the ten (10) days prior to the date of conversion, with a minimum conversion price of $0.50 per share. The ~~debentures~~Debentures have a maturity date of two years from date of issuance and are convertible at the option of the holder and are subject to certain lock-up and leak-out provisions. The total amount of these ~~debentures~~Debentures outstanding as of ~~September~~December 3031, 2025, is $530,000.

~~Interest~~F-7 ~~expense~~Table onof ~~the convertible debentures for the three months ended September 30, 2025 and 2024 was $12,047 and $0, respectively.~~ Contents

Interest expense on the debentures for the three months ended December 31, 2025 and 2024 was $12,023 and $0, respectively. During the six months ended December 31, 2025 and 2024, interest expense on the convertible debentures was $24,070 and $0, respectively.

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company’s authorized capital consists of eighty-five million (85,000,000) shares, comprised of: (i) ~~seventy-five million (~~ 75,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”); and (ii) 10,000,000 shares of blank check Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

10During ~~Table~~the second quarter, the Company issued 300,000 shares of ~~Contents~~its common stock, valued at $75,000, to Tekcapital for consulting services amortized over a one-year period, as part of a Strategic Alliance Agreement. Also, during the quarter, the Company issued 40,000 shares of its common stock and received proceeds of $10,000 from an investor in a private placement offering.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

In ~~May~~November ~~2024~~2025, the Company entered into a lease agreement for office space. The lease commenced on ~~May~~November 1, ~~2024~~2025 and expires on October 31, ~~2025~~2027 with monthly rent of $1,~~609~~815 throughout the lease term. The Company recognized a right of use asset and liability of $2740,~~482~~586 using a discount rate of 7.5%.

In July 2025, the Company renewed its lease agreement for office space which commences on November 1, 2025 and expires on October 31, 2027, with monthly rent of $1,815 throughout the lease term.

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

NOTE 7 – SUBSEQUENT EVENTS

On ~~November~~January 513, ~~2025~~2026, ~~Mr. Michael Portera submitted to the Board of Directors (“Board”) of~~ Nexscient, Inc., a Delaware corporation (the “Company”) ~~his resignation as Chief Financial Officer~~, ~~effective~~entered ~~immediately. Mr.~~into ~~Portera’s~~a ~~resignation~~Stock ~~was~~Purchase ~~not~~Agreement (the ~~result~~“Purchase ofAgreement”) ~~any disagreement~~ with ~~the~~Arcadia ~~Company~~Data onPte. ~~any matter relating to its operations~~Ltd., ~~policies,~~Crestview orBPO ~~practices~~Pte. ~~Effective the same date~~Ltd., ~~the~~Flipside ~~Company’s~~Digital ~~Chief~~Content ~~Executive Officer~~Company, ~~Fred E~~Inc. ~~Tannous~~, ~~was~~and ~~appointed to serve as~~ the ~~Company’s~~selling ~~Interim~~shareholders ~~Chief~~named ~~Financial~~therein, ~~Officer~~pursuant ~~until~~to awhich ~~permanent~~the ~~successor~~Company isagreed ~~appointed. Mr.~~to ~~Tannous~~acquire ~~will~~100% ~~continue~~of tothe ~~serve~~issued inand ~~his~~outstanding ~~current~~equity ~~capacity~~interests asof ~~Chief~~Crestview ~~Executive~~BPO ~~Officer~~Pte. ~~while~~Ltd., ~~assuming~~which ~~the~~will ~~additional~~own ~~responsibilities~~100% of ~~the~~Flipside ~~interim~~Digital ~~Chief~~Content ~~Financial~~Company, ~~Officer~~Inc. ~~The~~ ~~Company~~following ~~has~~a ~~commenced~~pre-closing ~~the~~reorganization. ~~process~~The ofaggregate ~~identifying~~purchase ~~and~~price ~~evaluating~~is ~~candidates~~$6,184,500, subject to ~~fill~~customary ~~the~~working ~~Chief~~capital ~~Financial~~and ~~Officer~~indebtedness ~~position~~adjustments, onand aconsists ~~permanent basis.~~of:

On· ~~November 7~~$600,000 ~~2025,~~in ~~the~~cash ~~Company~~at ~~entered~~closing, ~~into~~of awhich ~~Strategic~~$200,000 ~~Alliance~~will ~~Agreement~~be ~~with~~held ~~Tekcapital,~~in ~~plc.,~~escrow ato ~~UK-based~~secure ~~intellectual~~indemnification ~~property~~obligations; ~~investment~~· ~~group~~$450,000 ~~focused~~seller onconvertible ~~technology~~promissory ~~transfers~~note, ~~and~~convertible ~~commercialization. The~~into ~~agreement~~Nexscient ~~establishes~~common astock ~~12-month~~at ~~term~~$0.75 ~~during~~per ~~which~~share, ~~Tekcapital~~with ~~will~~scheduled ~~present~~maturities ~~opportunities~~over tothree ~~Nexscient~~years; ~~for review~~ and ~~potential~~· ~~acquisition. As consideration for its services~~6, ~~Tekcapital received 300~~846,000 restricted shares of Nexscient ~~restricted~~ common stock, valued at $5,134,500.

11The ~~Table~~Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions, and closing conditions, including regulatory approvals and completion of ~~Contents~~the reorganization. The transaction is expected to close following satisfaction or waiver of all conditions.

F-8

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

Overview

Nexscient, Inc. is an emerging-growth company that’s building a global collaborative network of AI-enabled Intelligent Enterprise Solutions and technologies through internal development, synergistic acquisitions, and capital investments in companies involved in machine learning, artificial intelligence, and the Industrial Internet of Things technologies. We plan to deliver an innovative solution for process automation in various industry sectors that helps improve business processes, decrease equipment maintenance costs, and improve overall efficiencies. We intend to develop Nexscient IES as a holistic solution that delivers insight, intelligence, and innovation to the business enterprise. The platform is currently in development. As part of our growth strategy, we also seek to acquire and integrate synergistic AI and machine learning companies and technologies into our collaborative network, further expanding our service offerings while enhancing shareholder value. Our objective is to build an ecosystem of intelligent enterprise AI applications, technologies, and business process solutions that deliver actionable insights for businesses seeking to improve their operations, realize market differentiation, and attain industry relevance. With Nexscient IES, businesses can predict and lead through digital realization, business process agility, and insight and innovation. We intend to provide a comprehensive platform by integrating disparate technologies into a digital-ready ecosystem. Within our ecosystem, there will be a foundation of intelligent business applications connected to new and existing business operations, processes, and technologies.

Results of Operations for the three months ended ~~September~~December 3031, 2025, and ~~September~~December 3031, 2024

Revenues

We are in our development stage and have not generated revenues for the three months ended ~~September~~December 3031, 2025, and December 31, 2024.

Operating Expenses

~~During~~For the three months ended ~~September~~December 3031, 2025 ~~and 2024~~, we incurred ~~total~~ operating expenses of $~~154~~137,~~934~~464. ~~and~~Of ~~$127~~the total,~~630,~~ ~~respectively~~$10,500 anwas ~~increase~~attributed ofto ~~$27,304,~~research orand ~~21.4%,~~development asactivities arelated ~~result~~to ofthe ~~reducing~~Company’s ~~project~~SaaS ~~development~~platform, ~~expenses~~while ~~and~~the ~~focusing~~balance onof ~~identifying~~these ~~acquisition~~expenses ~~candidates. Of~~incurred ~~this~~was ~~total,~~related ~~for~~to ~~the~~general ~~three~~and ~~months~~administrative ~~ended~~expenses, ~~September~~which ~~30,~~include ~~2025~~legal and ~~2024~~accounting, ~~$19~~travel and lodging,~~917~~ and general operating costs. When compared to operating expenses of $12159,~~000,~~758 ~~respectively,~~incurred ~~was~~during ~~accounted~~the assame aperiod ~~non-cash~~ended ~~expense~~December ~~related~~31, to2024, ~~the~~we ~~issuance~~note a decrease of ~~shares~~$22,294, ~~paid~~or 14%, due to ~~consultants~~a reduction in ~~lieu~~wages offrom ~~cash~~a ~~for~~change ~~services~~in ~~rendered~~management ~~related~~as towell ~~the~~as ~~software~~other ~~development~~general and administrative expenses.

~~Operating~~Net ~~expenses consisted of the following:~~Loss

	For the Three Months EndedSeptember 30, 2025		For the Three Months Ended September 30, 2024
Research and development expenses		10,500		69,864
General and administrative expenses		144,434		57,766
Total operating expenses	$	154,934	$	127,630

For the three months ended December 31, 2025, we incurred a net loss of $149,487, compared to $159,758 for the three months ended December 31, 2024, primarily as a result of changes to reduced development and operating expenses described above, while not generating any revenues in either period.

12Results ~~Table~~ of ~~Contents~~Operations for the six months ended December 31, 2025, and December 31, 2024

~~Research and development fees~~Revenues

We ~~enter~~are ~~into~~in ~~agreements~~our ~~with third-party developers for~~ development ~~services. During the preliminary project~~ stage and ~~prior~~have tonot ~~the~~generated ~~application~~revenues ~~development~~for ~~stage of~~ the ~~product,~~six wemonths ~~record~~ended ~~any~~December ~~costs~~31, ~~incurred~~2025, ~~by third-party developers as research~~ and ~~development~~December ~~expenses~~31, 2024.

~~During~~3 ~~the~~Table ~~three months ended September 30, 2025 and 2024, we reported research and development fees~~ of ~~$10,500 and $69,864, respectively, a decrease of $59,364, or 85%, primarily due to reduced development efforts.~~Contents

~~Interest~~Operating ~~expense~~Expenses

~~During~~For the ~~three~~six months ended ~~September~~December 3031, 2025, ~~and~~we ~~2024~~incurred total operating expenses of $292,398, of which $21,000 was attributed to research and development activities related to the Company’s ~~incurred~~SaaS aplatform, ~~total~~and ~~interest~~the ~~expense~~balance of $12271,~~047~~398 was related to general and administrative expenses, which include legal and accounting, travel and lodging, and general operating costs. During the same period ended December 31, 2024, we incurred operating expenses of $0287,389, ~~respectively~~of which $79,864 ~~related~~were attributed to research and development, and the 9%balance ~~Convertible~~of ~~Debentures~~$207,525 was related to general and administrative expenses.

~~General~~Comparing expenses for the same periods from 2024 to 2025, we note an increase of $5,009, or 2%, in total operating expenses, which resulted from of a decrease of $58,864, or 74%, in research and development expenses, and an increase of $63,873, or 31%, in general and administrative expenses, respectively.

~~During~~Net the three months ended September 30, 2025 and 2024, general and administrative expenses amounted to $144,434 and $57,766, respectively, an increase of $86,668, or 150%, primarily attributed to scaling up expenses related to professional and management fees other general business expenses. Of this total, for the three months ended September 30, 2025 and 2024, $19,917 and $12,000, respectively, was accounted as a non-cash expense related to the issuance of shares as payment of professional fees to advisors and consultants in lieu of cash.Loss

~~Net~~For the six months ended December 31, 2025, we incurred a net loss of $316,468, compared to $287,389 for the six months ended December 31, 2024, primarily as a result of a net increase of $29,079, or 10%, in total expenses as described above, including interest expense on the convertible debentures.

For the three months ended September 30, 2025, we incurred a net loss of $166,981, compared to $127,630 for the three months ended September 30, 2024, an increase of $39,351, or 31%, primarily as a result of changes to operating expenses described above, while not generating any revenues in either period.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of ~~September~~December 3031, 2025, the Company had $5828,~~953~~459 cash on hand, an accumulated net loss of $1,~~728~~877,~~043~~530, and no revenue to cover its operating costs. Our reduced cash burn rate is approximately $2212,500 per month. Presently, our operations are being funded by capital previously raised and we believe our currently available capital resources are sufficient to sustain our operations for a ~~minimum~~maximum of three ~~(3)~~ months. The Company intends to fund future operations through ~~its~~private ~~registered~~placement ~~offering~~offerings of its common stock, private financing arrangements, and other public offerings ~~or private financing arrangements~~.

The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these requirements, management intends to raise additional funds through private placement and public offerings. Until such time that the Company implements its growth strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

13Cash ~~Table~~Flow offrom ~~Contents~~Operating Activities

~~Cash~~For ~~Flows~~the ~~from~~six ~~Operating~~months ~~Activities~~ended December 31, 2025, net cash used in the Company’s operating activities was $132,011, primarily used to fund development costs and general and administrative expenses. For the same six-month period ended December 31, 2024, net cash used in operating activities totaled $261,779, representing a decrease of $129,768, or 50%, compared to the same period last year, primarily due to deferred wages.

~~For~~Cash ~~the~~Flow ~~three months ended September 30, 2025, net cash used in operating activities was $91,517, which primarily resulted~~ from anInvesting operating net loss of $166,981, plus an increase of $12,047 in accrued interest on convertible debentures; $51,000 in deferred and accrued wages; and a decrease of $7,500 in accounts payable and accrued liabilities. Net cash used in operating activities is adjusted by $19,917 in amortized, non-cash expenses for prepaid stock-based compensation.Activities

For the ~~three~~six months ended ~~September~~December 3031, ~~2024~~2025, ~~net cash used in operating activities was $104,359, which primarily resulted from an operating net loss of $127,630~~ and ~~an increase in accounts payable and accrued liabilities of $11~~2024,~~271~~ ~~. Net~~the ~~cash~~Company ~~used~~did innot ~~operating~~record ~~activities~~any ~~is adjusted by $12,000 in amortized, non-~~cash ~~expenses~~transactions ~~for~~from ~~prepaid~~investing ~~stock-based compensation~~activities.

Cash ~~Flows~~Flow from ~~Investing~~Financing Activities

For the ~~three~~six months ended ~~September~~December 3031, 2025, net cash provided by financing activities was $60,000, as a result of proceeds received from the sale of our common stock and issuance of convertible debentures. During the six months ended December 31, 2024, ~~there~~net ~~were~~cash noprovided ~~investing~~from financing activities totaled $265,000, attributed to proceeds received from the sale of our common stock.

~~Cash~~4 ~~Flows~~Table ~~from~~of ~~Financing Activities~~Contents

For the three months ended September 30, 2025 and 2024, net cash provided by financing activities totaled $50,000 and $180,000, respectively, resulting from the sale of convertible debenture securities in private placement offerings.

For the three months ended September 30, 2025, there was a net decrease in cash by $41,517, resulting in a cash balance at the end of the period of $58,953 compared to a net increase in cash by $75,641, resulting in a cash balance of $151,445, for the three months ended September 30, 2024, primarily from proceeds of our private placement offerings.

Our ultimate success is dependent on our ability to obtain additional financing and generate sufficient cash flow to meet our obligations on a timely basis. We will require significant amounts of capital to sustain operations, and we will need to make the investments we need to execute our longer-term business plan to support new technologies and help advance innovation. Absent generation of sufficient revenue from the execution of our long-term business plan, we will need to obtain debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly-traded company or from operations. Such additional debt or equity financing may not be available to us on favorable terms, if at all. We plan to pursue our plans with respect to the research and development of our products and service and strategic acquisitions, which will require resources beyond those that we currently have, ultimately requiring additional capital from third party sources.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. Accordingly, management believes substantial doubt about the company’s ability to continue as a going concern exists.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Future Financings

We will continue to rely on equity sales of our common shares and debt proceeds in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

14 Table of Contents

Expected Purchase or Sale of Significant Equipment

We do not anticipate the purchase or sale of any significant equipment, as such items are not required by us at this time or in the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~Disagreements~~Critical ~~with Accountants on~~ Accounting ~~and Financial Disclosure~~Policies

~~Other~~This ~~than~~summary ~~the disclosure~~ of ~~uncertainty~~significant ~~regarding~~accounting ~~the~~policies ~~ability~~is ~~for~~presented us to ~~continue~~assist ~~as a going concern which was included~~ in ~~our~~understanding ~~accountant’s report on~~ the financial statements. ~~for~~The ~~the~~financial ~~year~~statements ~~ended~~and ~~June~~notes ~~30,~~are ~~2025;~~representations ~~dbbmckennon’s report on the financial statements~~ of the Company’s ~~for~~management, ~~the~~who ~~years~~are ~~ended~~responsible ~~June~~for ~~30,~~their ~~2025~~integrity ~~did~~and ~~not~~objectivity. ~~contain~~These anaccounting ~~adverse~~policies ~~opinion~~conform orto athe ~~disclaimer~~United States of ~~opinion,~~America ~~nor~~(“US ~~were~~GAAP”) ~~they~~and ~~qualified~~have orbeen ~~modified~~consistently asapplied toin ~~uncertainty,~~the ~~audit~~preparation ~~scope,~~of orthe ~~accounting~~financial ~~principles~~statements.

InStock-Based connection with the audit of the financial statements of the Company for year ended June 30, 2025, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with dbbmckennon’s opinion to the subject matter of the disagreement.Compensation

InStock-based ~~connection~~compensation is accounted for in accordance with ~~the~~ASC ~~audited~~Topic ~~financial~~718-10 ~~statements~~“Compensation-Stock ofCompensation” ~~the~~(“ASC 718-10”). The Company ~~for~~measures ~~year~~all ~~ended~~equity-based ~~June~~awards ~~30,~~granted ~~2025~~to employees, ~~there~~independent ~~have~~contractors ~~been~~and noadvisors ~~reportable~~based ~~events~~on ~~with~~the fair value on the ~~Company~~date asof ~~set~~the ~~forth~~grant inand ~~Item~~recognizes ~~304(a)(1)(v)~~compensation expense for those awards over the requisite service period, which is generally the vesting period of ~~Regulation~~the ~~S-K~~respective award.

~~Critical~~The ~~Accounting~~Company ~~Policies~~classifies ~~and~~equity-based ~~Estimates~~compensation expense in its statement of operations in the same manner in which the award recipient’s payroll or contractor costs are classified or in which the award recipient’s service payments are classified.

There have been no material changes in our critical accounting policies or estimates from those disclosed in our Annual Report on Form 10-K for the year ended June 30, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of ~~September~~December 3031, 2025, the end of the period covered by this report on Form 10-Q. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

155 Table of Contents

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

As of ~~September~~December 3031, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of ~~September~~December 3031, 2025. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework. Our management has concluded that, as of ~~September~~December 3031, 2025 our internal control over financial reporting was not effective based on these criteria because of the material weaknesses described below.

Material weaknesses relate to the absence of a formal policies and procedures manual that governs reporting and oversight functions. Our size prevents us from being able to employ sufficient resources to a properly functioning reporting system; which also results in segregation of duties deficiencies. To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting subsequent to the three months ended ~~September~~December 3031, 2025, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

166 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

177 Table of Contents

Item 6. Exhibits

~~ExhibitNumber~~	ExhibitNumber	~~Description~~	Description
~~3.1~~	3.1	~~Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2023 (1)~~	Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2023(1)
~~3.2~~	3.2	~~Amended and Restated Certificate of Incorporation dated May 9, 2023 (1)~~	Amended and Restated Certificate of Incorporation dated May 9, 2023(1)
~~3.3~~	3.3	~~Bylaws (1)~~	Bylaws(1)
~~10.1~~	10.1	~~Bookkeeping Services Agreement with David E. Tannous, dated March 23, 2023 (2)~~	Bookkeeping Services Agreement with David E. Tannous, dated March 23, 2023(2)
~~10.2~~	10.2	~~Board Member Consulting Agreement Eric Manlunas, dated May 17, 2023 (2)~~	Board Member Consulting Agreement Eric Manlunas, dated May 17, 2023(2)
~~10.3~~	10.3	~~Consulting Agreement with MJP Consulting, LLC, dated June 1, 2023 (2)~~	Consulting Agreement with MJP Consulting, LLC, dated June 1, 2023(2)
~~10.4~~	10.4	~~Software Development Agreement with CORSAC Technologies dated October 2, 2023 (2)~~	Software Development Agreement with CORSAC Technologies dated October 2, 2023(2)
~~10.5~~	10.5	~~Consulting Agreement with Craig Truempi, dated January 10, 2024 (3)~~	Consulting Agreement with Craig Truempi, dated January 10, 2024 (3)
~~10.6~~	10.6	~~Software Support Agreement with i2 Analytics, Inc., dated _February 13, 2025(4)~~	Software Support Agreement with i2 Analytics, Inc., dated February 13, 2025 (4)
~~10.7~~	10.7	~~Software Purchase Agreement with i2 Analytics, Inc., dated February 13, 2025 (4)~~	Software Purchase Agreement with i2 Analytics, Inc., dated February 13, 2025 (4)
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (¥)
*	10.8		Strategic Alliance Agreement with Tekcapital, LLC., dated November 7, 2025
31.2		Certification of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (¥)
*	31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (¥)
*	31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (¥)
¥	32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
¥	32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH		Inline XBRL Taxonomy Extension Schema Document
	101.INS		Inline XBRL Instance Document – the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
	101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
	101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
	101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Previously filed as an exhibit to Registration Statement on Form S-1 filed with SEC on September 21, 2023, incorporated herein by reference.
(2)	Previously filed as an exhibit to Registration Statement, as amended, on Form S-1/A filed with the SEC on October 19, 2023, incorporated herein by reference.
(3)	Previously filed as an exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on October 1, 2024, incorporated herein by reference.
(4)	Previously filed as an exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on September 30, 2025, incorporated herein by reference.
(¥)	This exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

* Filed herewith.

¥ This exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 ~~Table~~of the Exchange Act, or otherwise subject to the liability of ~~Contents~~that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

⁽¹⁾ Previously filed as an exhibit to Registration Statement on Form S-1 filed with SEC on September 21, 2023, incorporated herein by reference.

⁽²⁾ Previously filed as an exhibit to Registration Statement, as amended, on Form S-1/A filed with the SEC on October 19, 2023, incorporated herein by reference.

⁽³⁾ Previously filed as an exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on October 1, 2024, incorporated herein by reference.

⁽⁴⁾ Previously filed as an exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on September 30, 2025, incorporated herein by reference.

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nexscient, Inc.
	NEXSCIENT, INC.
Date: November 12, 2025	By:	/s/ Fred E. Tannous
Date: January 27, 2026	/s/ Fred E. Tannous
		Fred E. Tannous
	By: Fred E. Tannous
		Chief Executive Officer (Principal Executive Officer)
	Title: President, & Chief Executive Officer (Principal Executive Officer)
Date: January 27, 2026	/s/ Fred E. Tannous
	By: Fred E. Tannous
	Title: Interim Chief Financial Officer (Principal Financial and Accounting Officer)

Date: November 12, 2025	By:	/s/ Fred E. Tannous
		Fred E. Tannous
		Interim Chief Financial Officer (Principal Accounting Officer)

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