06/25/2026 | Press release | Distributed by Public on 06/25/2026 14:22
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.