NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Nexscient, Inc. (“Nexscient” or 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 and artificial intelligence 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.

On April 1, 2026, the Company acquired all of the issued and outstanding equity interests of Crestview BPO Pte. Ltd., a Singapore company subsequently renamed TaskAlpha Pte. Ltd. (“TaskAlpha”), which owns 100% of Flipside Digital Content Company, Inc. (“Flipside AI”), a corporation organized under the laws of the Republic of the Philippines.

Flipside AI is engaged in the business of providing data curation, annotation, and validation services for artificial intelligence (“AI”) systems, including 2D and 3D annotation, LiDAR and sensor fusion annotation, video and temporal annotation, Vision-Language-Action (“VLA”) captioning and reasoning, and data collection. Flipside’s customers consist principally of AI companies operating in the autonomous driving, robotics, and geospatial sectors. Flipside AI is incorporated and domiciled in the Republic of the Philippines and is registered with the Philippine Economic Zone Authority. Following the acquisition, the consolidated operations of the Company consist principally of the operations of Flipside AI; prior to the acquisition the Company had no revenue-generating operations.

Change in fiscal year

On June 25, 2026 the board of directors approved a change in the Company’s fiscal year end from June 30 to December 31, which was reported on a Current Report on Form 8-K under Item 5.03. In accordance with Rule 13a-10 under the Securities Exchange Act of 1934, the Company will file a transition report on Form 10-KT covering the six-month transition period from July 1, 2025 to December 31, 2025.

The comparative balance sheet as of December 31, 2025 presented herein is unaudited, is derived from the books and records for that transition period, and will be superseded by the audited balance sheet included in the transition report. The most recent audited annual financial statements of the Company are those for the fiscal year ended June 30, 2025. The statements of operations, stockholders’ equity (deficit) and cash flows for the three and six months ended June 30, 2025 are unaudited and have been recast from the Company’s former June 30 fiscal basis to a calendar-quarter basis to conform to the current presentation.

Because Flipside AI was acquired on April 1, 2026, the comparative periods contain no results of the acquired business and the periods presented are therefore not comparable.