[10-Q] XERIANT, INC. Quarterly Earnings Report
Xeriant, Inc. reported quarterly results for the three months ended September 30, 2025, showing net income of $2,226,072 driven largely by a $2,743,546 gain on extinguishment of debt from a settlement of its senior secured note with Auctus Fund. Operating activities still produced a loss of $304,075 as the company continues to invest in consulting, R&D and professional fees while generating no disclosed revenue.
At September 30, 2025, Xeriant had cash of $52,136, total assets of $71,730 and a stockholders’ deficit of $5,702,498, including a working capital deficit of $5,710,579. Management states there is substantial doubt about the company’s ability to continue as a going concern and estimates existing cash would last about two months from mid-November 2025 without new funding. The company is pursuing additional capital via equity and debt while advancing its DUREVER and NEXBOARD advanced materials portfolio and maintaining an ongoing lawsuit against XTI Aircraft Company.
- None.
- Going concern risk and near-term cash shortfall: management reports an accumulated deficit of
$26,112,534 , a working capital deficit of$5,710,579 , cash of only$52,136 , and expects to expend available cash in about two months fromNovember 17, 2025 , raising substantial doubt about continuing operations.
Insights
Accounting gain masks ongoing operating losses and tight liquidity.
Xeriant posted net income of
The balance sheet remains highly stressed. Total assets were just
Liquidity is particularly constrained: cash was
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________.
Commission File Number:
(Exact name of registrant as specified in its charter). |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading symbol |
| Name of exchange on which registered |
N/A |
| N/A |
| N/A |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | 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 13(a) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 18, 2025, the Registrant had outstanding
XERIANT, INC.
FORM 10-Q
TABLE OF CONTENTS
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Special Note regarding Forward-looking Statements | 3 |
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PART I – Financial Information | ||||
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Item 1. | Condensed Consolidated Financial Statements (Unaudited) | F-1 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 9 |
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Item 4. | Controls and Procedures | 9 | ||
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PART II – Other Information | ||||
Item 1. | Legal Proceedings | 10 |
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Item 1A. | Risk Factors | 10 |
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Item 2. | Unregistered Sales of Equity Securities | 10 |
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Item 3. | Defaults Upon Senior Securities | 10 |
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Item 4. | Mine Safety Disclosures | 10 |
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Item 5. | Other Information | 10 |
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Item 6. | Exhibits | 11 |
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Signatures |
| 12 | ||
2 |
| Table of Contents |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
3 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial statements
XERIANT, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025 |
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Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 (Unaudited) | F-3 |
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Condensed Consolidated Statements of Stockholder’s Deficit for the three months ended September 30, 2025 and 2024 (Unaudited) | F-4 |
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Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (Unaudited) |
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Notes to Unaudited Condensed Consolidated Financial Statements | F-7 |
| F-1 |
| Table of Contents |
XERIANT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
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| June 30, 2025 |
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Assets |
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Current assets |
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Cash |
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Prepaids |
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Total current assets |
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Property & equipment, net |
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Operating lease right-of-use asset, net |
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Total assets |
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Liabilities and stockholders' deficit |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Accrued liabilities, related party |
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Shares to be issued |
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Convertible notes payable |
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Convertible notes payable, net of discount |
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Settlement liability |
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Taxes payable |
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Lease liability, current |
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Total current liabilities |
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Lease liability, long-term |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders' deficit |
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Series A Preferred stock, $ |
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Series B Preferred stock, $ |
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Common stock, $ |
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Common stock to be issued |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' deficit |
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Non-controlling interest |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| F-2 |
| Table of Contents |
XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
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| For the three months ended |
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| 2024 |
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Operating expenses: |
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Consulting and advisory fees |
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Related party consulting fees |
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General and administrative expenses |
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Professional fees |
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Research and development expense |
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Total operating expenses |
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Loss from operations |
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Other expenses: |
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Amortization of debt discount |
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Interest expense |
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Gain on extinguishment of debt |
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Total other income (expense) |
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Net income (loss) before income tax expense |
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Income tax expense |
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Net income (loss) |
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Less net loss attributable to noncontrolling interest |
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Net income (loss) attributable to common stockholders |
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Basic and diluted earnings per share on net income (loss) |
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Basic |
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Diluted |
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Weighted average number of common shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| F-3 |
| Table of Contents |
XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
UNAUDITED
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| Series A Preferred Stock |
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| Series B Preferred Stock |
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| Common Stock |
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| Shares |
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| Interest |
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Balance June 30, 2025 |
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Stock issued for services |
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Conversion of Series A Preferred to Common Stock |
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Conversion of convertible notes payable and accrued interest into common stock |
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Warrants issued with convertible notes payable |
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Stock owed in connection with settlement agreement |
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Net income |
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Balance September 30, 2025 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| F-4 |
| Table of Contents |
XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
UNAUDITED
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| Series A Preferred Stock |
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| Series B Preferred Stock |
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| Common Stock |
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| Common stock to be |
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| Additional Paid in |
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| Interest |
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| Total |
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Balance June 30, 2024 |
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Stock issued for services |
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Conversion of Series A Preferred to Common Stock |
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Conversion of convertible notes payable and accrued interest into common stock |
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Net loss |
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Balance September 30, 2024 |
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| $ |
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| $ | ( | ) |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
| Table of Contents |
XERIANT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
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| For the three months ended |
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| September 30, |
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| 2024 |
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Cash Flows from Operating Activities |
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Net Income (Loss) |
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Adjustments to reconcile net loss to net |
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cash used by operating activities: |
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Depreciation and amortization |
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Stock issued for services |
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| ||
Gain on extinguishment of debt |
|
| ( | ) |
|
|
| |
Amortization of debt discount |
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| ||
Amortization of right of use asset |
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| ||
Changes in operating assets and liabilities: |
|
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|
Prepaids |
|
|
|
|
| ( | ) | |
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Accrued liability, related party |
|
|
|
|
| ( | ) | |
Taxes payable |
|
|
|
|
|
| ||
Lease liabilities |
|
| ( | ) |
|
| ( | ) |
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
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|
|
|
|
|
|
Cash Flows from Investing Activities |
|
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|
Net cash from financing activities |
|
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| ||
|
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|
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|
|
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|
Cash Flows from Financing Activities |
|
|
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|
|
|
Proceeds from convertible notes payable |
|
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|
| ||
Net cash provided by financing activities |
|
|
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|
|
| ||
|
|
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|
Net change in cash |
|
|
|
|
| ( | ) | |
|
|
|
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|
|
|
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|
Cash at beginning of period |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for income taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Conversion of convertible notes payable and accrued interest |
| $ |
|
| $ |
| ||
Warrants issued with convertible notes payable |
| $ |
|
| $ |
| ||
Stock owed in connection with settlement agreement |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-6 |
| Table of Contents |
XERIANT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING SEPTEMBER 30, 2025
UNAUDITED
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Company Overview
Xeriant, Inc. (the “Company”) is dedicated to the discovery, development and commercialization of transformative technologies, including advanced materials, which can be successfully integrated and deployed across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line is marketed under the DUREVER™ brand, and includes NEXBOARD™, an eco-friendly, patent-pending composite construction panel made from plastic and fiber waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.
Advanced Materials
A primary focus of the Company is the development and commercialization of eco-friendly advanced materials, especially in the area of nanotechnology, which have applications across a broad range of industries and the potential to generate significant near-term revenue. The Company’s strategy encompasses licensing arrangements, joint ventures, or combinations which could allow for more rapid access to the market with reduced capital requirements and financial risk. Some partner companies may provide production and distribution infrastructure, which could streamline testing and certification as well as add brand recognition. Once the Company establishes sufficient production capabilities, the advanced materials may be sold as standalone products, enhancements to existing products, or used in the development of proprietary products under new trademarked brands owned by the Company. The Company is exploring manufacturing and branding opportunities for specific products derived from advanced materials acquired or developed, which would involve setting up production facilities, equipment, systems and supply chains.
Starting in 2023, the Company began developing its own advanced materials, including proprietary flame-retardant technology for polymers contained in recycled materials. In 2024, the Company began testing a number of production processes to manufacture its eco-friendly, patent pending, composite construction panel called NEXBOARD so that it can be competitive in the market and produced on an industrial scale. The Company plans to initially manufacture its wallboards through contract manufacturers to meet expected demand indicated by a number of homebuilders and developers.
During the first quarter of 2025, the Company appointed two Senior Advisors who are experts in nanomaterials, which helped to expand the Company’s portfolio of advanced materials and products, which now includes access to specific nanotechnologies for addressing deficiencies in the properties of wood, asphalt, concrete, and plastic composites, as well as addressing the performance of fuel and stopping the spread of wildfires. Management believes that incorporating nanotechnology in NEXBOARD will significantly improve its fire resistance and thermal stability based on internal testing. NEXBOARD will be available in varying thicknesses and sizes, including standard 48” x 96” sheets. The Company will need to have this product certified for use in the construction industry, which is in process. If the Company decides to set up its own manufacturing facilities it will need to raise significant capital, which may or may not be available depending on market conditions and other factors. The Company has had ongoing discussions with an investment bank interested in financing these facilities and operations through a series of green bond issuances although no engagement agreement has been entered into.
| F-7 |
| Table of Contents |
On August 12, 2022, the Company filed a trademark application with the U.S. Patent and Trademark Office for “NEXBOARD,” with respect to construction panels, namely, composite sheets and panels composed primarily of plastic, reinforcement materials and fire-retardant chemicals for use in walls, ceilings, flooring, framing, siding, roofing and decking. The trademark filing was intentionally broad and based upon demand for a general all-purpose construction panel made from a mixture of fire-retardant and recycled materials. Xeriant has also filed a trademark application for “DUREVER™.”
On March 31, 2023, the Company filed a provisional patent application titled “Multilayered Fire-Resistant Polymer Composite and Method for Producing Same,” for a method of producing a unique fire-resistant thermoplastic and fiber composite material which may be formed or shaped into various construction products of different thicknesses and dimensions. This green material will be composed primarily of recycled plastic, cellulose and ecofriendly fire-retardant chemicals, including but not limited to use in walls, ceilings, flooring, framing, siding, roofing, molding, and decking, used in construction. On April 1, 2024, the Company filed a non-provisional U.S. patent application claiming priority to the filing date of the 2023 related provisional patent application described herein. Subject to available capital, the Company is planning to build manufacturing facilities in the United States for the production of NEXBOARD™ in order to meet market demand or alternatively license the technology and process. The Company is already working with companies for near-term contract manufacturing, has potential locations identified for a pilot plant and larger manufacturing facilities, received bids for specialized manufacturing equipment, developed timetables related to the action plan, and selected a managing director with decades of experience who would like to oversee the startup of production, expansion and operations.
Aerospace
The Company seeks to develop or acquire and commercialize disruptive, high-growth-potential technologies in aerospace, including next-generation air and spacecraft, that have potential applications in other industries. The areas of focus that are reshaping the future of aerospace include advanced materials, advanced air mobility, unmanned aerial systems, AI, hypersonics, communications, cybersecurity, satellites, and renewable energy technology. The Company’s initial concentration was on the emerging aviation market called advanced air mobility (AAM), the transition to more efficient, eco-friendly, automated and convenient flight operations, enabled by the convergence of technological advancements in design and engineering, composite materials, propulsion systems, battery energy density and manufacturing processes. Next-generation aircraft being developed for this market offer low-cost, on-demand flight for passengers and cargo, utilizing lower altitude airspace and bypassing the traditional hub-and-spoke airport network with vertical takeoff and landing (VTOL) capabilities. Many of these lightweight aircraft are electrically powered through either hybrid or pure battery systems, which allows for quieter, low emission flights over urban areas, however with limited speed and range. Hydrogen powered aircraft have already been prototyped and are expected to become more prevalent over the next decade. The development of solid-state hydrogen technology may address the safety, large-area storage requirement limitations for gaseous-state hydrogen. The Company plans to partner with and acquire strategic interests in visionary companies that accelerate our mission of commercializing critical breakthrough aerospace technologies which enhance sustainability, performance, and safety.
In the area of aerospace, management believes that the Company can grow expeditiously by acquiring technology and assets primarily through acquisitions, joint ventures, strategic investments, and licensing arrangements. As a publicly traded company, the Company offers partner companies such benefits as improved access to capital, higher valuations and lower risk through the shared ownership of a diversified portfolio, while allowing these entities to maintain independence in their distinct operations to focus on their fields of expertise. Cost savings and efficiencies may be realized from sharing non-operational functions such as finance, legal, tax, sales & marketing, human resources, purchasing power, as well as investor and public relations.
| F-8 |
| Table of Contents |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited condensed consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC and BlueGreen Composites, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) for interim information and in accordance with the instructions to Form 10Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The unaudited condensed consolidated financial statements, which include the accounts of the Company and its subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with U.S. GAAP and presented in US dollars. The Company’s fiscal year end is June 30. The interim results for the three months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending June 30, 2026, or for any future periods.
Going Concern
These condensed consolidated 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 incurred net losses since inception and has an accumulated deficit of $
| F-9 |
| Table of Contents |
Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of Xeriant, Inc., American Aviation Technologies, LLC (“AAT”) and BlueGreen Composites, LLC. The Company owns a 64% controlling interest in AAT and a 100% interest in BlueGreen Composites, LLC. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of warrants associated with convertible debt. Actual results could differ from these estimates.
Fair Value Measurements and Fair Value of Financial Instruments
The Company adopted Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements.
| F-10 |
| Table of Contents |
ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the unaudited condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the unaudited condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Cash and Cash Equivalents
For the purposes of the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.
Impairment of Long-Lived Assets
In accordance with ASC 360-10, Impairment and Disposal of Long-Lived Assets, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. During the three months ended September 30, 2025 and 2024, there were no impairments.
Convertible Debentures
The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on July 1, 2022. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.
Stock-based Compensation
The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. The Company measures the cost of goods or services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. The Company uses the fair value of the Company’ stock price to calculate the fair value of restricted stock. During the three months ended September 30, 2025 and 2024, the Company recognized $
| F-11 |
| Table of Contents |
Leases
The Company accounts for leases under ASU 2016-02. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.
Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented in operating expenses on the unaudited condensed consolidated statements of operations as rent expense.
Finance leases are recorded as a finance lease liability and property and equipment asset, based on the present value of lease payments. The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease.
As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
Research and Development Expenses
Expenditures for research and development are expensed as incurred. The Company incurred research and development expenses of $
Advertising and Marketing Expenses
The Company expenses advertising and marketing costs as they are incurred. The Company recorded advertising expenses in the amount of $
Income Taxes
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s consolidated federal tax return and any state tax returns are not currently under examination.
| F-12 |
| Table of Contents |
The Company follows ASC subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.
Basic Income (Loss) Per Share
Under the provisions of ASC 260, “Earnings per Share”, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The following potential common shares are as follows:
|
| Three months ended September 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Warrants |
|
|
|
|
|
| ||
Stock options |
|
| - |
|
|
|
| |
Convertible notes payable |
|
|
|
|
|
| ||
Preferred stock |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
For the three months ended September 30, 2025, the Company had net income. As such, the above potential common shares have been included in the diluted net income per share for the three months ended September 30, 2025. For the three months ended September 30, 2024, the Company had a net loss. As a result, those shares have been excluded from the diluted net loss per share calculations for the three months ended September 30, 2024, because the effect of including them would be anti-dilutive.
Segment Reporting
The Company has determined that they had one reportable segment, which includes discovery, development and commercialization of transformative technologies, including advanced materials, which can be successfully integrated and deployed across multiple industrial sectors. The single segment was identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources.
Recent Accounting Pronouncements
All other recent accounting pronouncements issued by the Financial Accounting Standards Board, did not or are not believed by management to have a material impact on the Company’s present or future unaudited condensed consolidated financial statements.
| F-13 |
| Table of Contents |
NOTE 3 – JOINT VENTURE
Joint Venture with XTI Aircraft
Effective May 31, 2021, Xeriant entered into a Joint Venture with XTI Aircraft Company (“XTI”), named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s eVTOL fixed wing aircraft. XTI and the Company each own
On May 17, 2022, Xeriant signed a Letter Agreement with XTI related to the introduction of XTI to Inpixon, a Nasdaq-listed company. Under this Letter Agreement, if there was a combination or other transaction between XTI and Inpixon, Xeriant would receive compensation of 6 percent of XTI fully diluted pre-merger shares, and XTI would assume the obligations of Xeriant’s Senior Secured Note with Auctus Fund, LLC. On May 31, 2023, the joint venture was terminated according to an Acceleration Event, which was 24 months from the start of the joint venture. On June 5, 2023, after suspecting that the obligations under the Letter Agreement were possibly being evaded, the Company transmitted a formal demand letter to XTI requesting compliance with the provisions outlined in the Letter Agreement, and in accordance with section 8 of the JV Agreement with XTI. On July 25, 2023, Inpixon
The Company analyzed the transaction under ASC 810, Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The JV qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from Xeriant. According to ASC 810-25-38, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest (or combination of variable interests) that provides the reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. According to the JV operating agreement, the ownership interests are 50/50. However, the agreement provides for a Management Committee of five members. Three of the five members are from Xeriant. Additionally, Xeriant had a right to invest up to $
The Company includes the assets and liabilities related to the VIE in the condensed consolidated balance sheets. All significant intercompany balances and transactions have been eliminated in consolidation of the VIE. Xeriant. provided cash to the VIE to fund its operations. The carrying amounts of the consolidated VIE’s assets and liabilities associated with the VIE subsidiary were as follows:
|
| Sept 30, 2025 |
|
| June 30, 2025 |
| ||
Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Due to Xeriant Inc. |
| $ |
|
| $ |
| ||
Total Liabilities |
| $ |
|
| $ |
| ||
| F-14 |
| Table of Contents |
NOTE 4 – CONCENTRATION OF CREDIT RISKS
The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. On September 30, 2025, and June 30, 2025, the Company had $
NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITY
On February 13, 2025, the Company executed an agreement to lease office space at 3651 FAU Boulevard, Suite 400, Boca Raton, FL 33431.
Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be
Right-of-use asset is summarized below:
|
| September 30, 2025 |
|
| June 30, 2025 |
| ||
Office lease |
| $ |
|
| $ |
| ||
Less accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Right of use assets, net |
| $ |
|
| $ |
| ||
Operating lease liability is summarized below:
|
| September 30, 2025 |
|
| June 30, 2025 |
| ||
Office lease |
| $ |
|
| $ |
| ||
Less: current portion |
|
| ( | ) |
|
| ( | ) |
Long term portion |
| $ |
|
| $ |
| ||
| F-15 |
| Table of Contents |
Maturity of lease liabilities are as follows:
Year ended June 30, 2026 |
| $ |
| |
Year ended June 30, 2027 |
|
|
| |
Total future minimum lease payments |
|
|
| |
Less: Present value discount |
|
| ( | ) |
Lease liability |
| $ |
|
NOTE 6 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT
The carrying value of convertible notes payable in default as of September 30, 2025, and June 30, 2025, is as follows.
|
| September 30, |
|
| June 30, |
| ||
Convertible Notes Payable |
| 2025 |
|
| 2025 |
| ||
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC |
| $ |
|
| $ |
| ||
Total face value |
| $ |
|
| $ |
| ||
Auctus Fund LLC Senior Secured Note
Through Maxim Group, LLC, the Company was introduced to Auctus Fund LLC (“Auctus”) for the purpose of providing bridge loan funding to satisfy the requirements of a pending merger with XTI Aircraft under a letter of intent signed in September 2021. On October 27, 2021, the Company issued a convertible note payable with Auctus with the principal of $
Effective August 1, 2022, the Company entered into an Amendment to the Senior Secured Promissory Note (the “First Amendment”) with Auctus pursuant to which the parties agreed to amend the Auctus Note. The Amendment (i) extended the maturity date of the Auctus Note to
Effective December 27, 2022, the Company entered into a Second Amendment to the Senior Secured Promissory Note (the “Second Amendment”) with Auctus pursuant to which the parties agreed to further amend the Auctus Note. The Second Amendment (i) extended the maturity date of the Note, the obligation to uplist to a national securities exchange and acquisition of XTI Aircraft Company to
| F-16 |
| Table of Contents |
The Company tested the first modification (“First Amendment”) under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $
As of June 30, 2025, a total of $
Effective October 29, 2025, Xeriant entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related Xeriant obligations. The Settlement Agreement provides, inter alia, the following:
1. The Company will issue to Auctus
2. The Company will pay Auctus $
3. Within ten (10) business days of receipt by the Company of any money or any other consideration pertaining to the legal action brought by the Company against XTI Aircraft Company, the Company will transfer litigation proceeds to Auctus on a preferred basis and share on a percentage basis thereafter net of legal fees not to exceed $
4. Provided that the Company timely makes all payments with respect to the $3,500,000, Auctus will return to Company (a) a Warrant dated July 26, 2022, to purchase
5. So long as the Company makes all payments as set forth above, Auctus will suspend any further exercise of its conversion rights under the Note.
6. The Company has issued a full and unconditional release to Auctus regarding any claims that the Company has against Auctus with respect to the Note and all agreements relating to the Note.
7. The Company agrees that it will not pursue, file or permit to be pursued. any civil action against Auctus with regard to the released claims.
8. Provided that no event of default has occurred under the Settlement Agreement, Auctus will not pursue, file, or assert any action, suit or legal proceeding against the Company seeking equitable or monetary relief in connection with the Note.
9. Auctus will be entitled to retain its original warrant to purchase
The foregoing summary of the Settlement Agreement does not purport to be complete, and is qualified in its entirety by the terms and conditions set forth in Form 8-K filed with the SEC on November 12, 2025.
The Company and Auctus have also entered into a Leak-Out Agreement regarding the sale by Auctus of common stock received by Auctus pursuant to a conversion or exercise of any security held by Auctus.
Even though the settlement with Auctus occurred subsequent to September 30, 2025, the Company is required to account for the event at the condensed consolidated balance sheet date because it is a Type 1 Subsequent Event. As such, the Company extinguished the $
| F-17 |
| Table of Contents |
NOTE 7 – CONVERTIBLE NOTES PAYABLE
The carrying value of convertible notes payable, net of discount at September 30, 2025, and June 30, 2025, was as follows:
|
| September 30, |
|
| June 30, |
| ||
Convertible Notes Payable |
| 2025 |
|
| 2025 |
| ||
Convertible notes payable (10% interest) |
| $ |
|
| $ |
| ||
Less unamortized discount |
|
| ( | ) |
|
| ( | ) |
Total face value |
| $ |
|
| $ |
| ||
Between January 13, 2023, and September 19, 2025, the Company issued convertible notes payable with an aggregate face value of $
During the three months ended September 30, 2025, $
During the three months ended September 30, 2025 and 2024, the Company recorded $
The Company evaluated the detachable warrants under the requirements of ASC 480 and concluded that the warrants do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 “Derivatives and Hedging” and concluded the warrants meet equity classification. The warrants issued were valued using Black-Scholes Merton (“BSM”) and were determined to have an aggregate value of $
Significant inputs and results arising from the BSM process are as follows for the redemption feature component of the warrants:
Quoted market price on valuation date |
| $ |
| |
Effective contractual conversion rates |
| $ |
| |
Contractual term to maturity |
|
| ||
Market volatility: |
|
|
|
|
Volatility |
|
| ||
Risk-adjusted interest rate |
|
| ||
| F-18 |
| Table of Contents |
NOTE 8 – RELATED PARTY TRANSACTIONS
Consulting fees
During the three months ended September 30, 2025 and 2024, the Company recorded $
For the three months ended September 30, 2025 and 2024, the Company recorded $
During the three months ended September 30, 2025 and 2024, the Company recorded $
During the three months ended September 30, 2025 and 2024, the Company recorded $
The above transactions are not necessarily indicative of what third parties would agree to.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.
Board of Advisors Agreements
The Company has entered into Advisor Agreements with various advisory board members. The agreements provide for the following:
On July 1, 2021, the Company agreed to issue to an advisor
On July 6, 2021, the Company provided an option to an advisor to purchase
| F-19 |
| Table of Contents |
On July 28, 2021, the Company agreed to issue to an advisor
On August 9, 2021, the Company agreed to issue to an advisor
On August 20, 2021, the Company agreed to issue to an advisor
On January 20, 2022, the Company agreed to issue to an advisor
On March 1, 2022, the Company agreed to issue to an advisor
On March 20, 2022, the Company agreed to issue to an advisor
On January 1, 2025, the Company agreed to issue to two advisors
On January 22, 2025, the Company agreed to issue a new advisor
| F-20 |
| Table of Contents |
Litigation
Effective October 29, 2025, Xeriant terminated its previously disclosed litigation proceedings with Auctus Fund, LLC, and entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related obligations. A Summary of the Settlement Agreement is found in Subsequent Events with the full Settlement Agreement provided in Form 8-K filed with the SEC on November 12, 2025. The Company’s ongoing lawsuit against XTI Aircraft Company has a connection to the Auctus matter in that the Company’s obligations to Auctus were, according to Xeriant’s complaint, to be assumed by XTI as provided in a Letter Agreement. Separately, Auctus Fund, LLC, sued XTI related to the Letter Agreement.
On December 6, 2023, the Company initiated legal proceedings against XTI Aircraft Company in the Federal District Court for the Southern District of New York (Case no. 1:23-cv-10656-JPO), along with other unnamed defendants, seeking to enforce the terms of the Letter Agreement, alleging fraudulent acts, deceptive maneuvers and intentional breaches, and seeking a range of remedies. These include the recovery of losses, expenses, attorneys’ fees, punitive damages and a compensatory damage award exceeding $
| F-21 |
| Table of Contents |
On July 2, 2025, the Company was served with a complaint from Midland Compounding for breach of contract in the payment of an invoice in the amount of $
To the Company’s knowledge, none of our directors, officers, five (5%) shareholders or affiliates are party to any legal proceedings that would have a material adverse effect on its business, financial condition, or operating results.
NOTE 10 – EQUITY
Common Stock
As of September 30, 2025, and June 30, 2025, the Company had
Series A Preferred Stock
There are
| · | Voting: The preferred shares shall be entitled to |
|
|
|
| · | Dividends: The Series A preferred stockholders are treated the same as the common stockholders except at the dividend on each share of Series A convertible preferred stock is equal to the amount of the dividend declared and paid on each share of common stock multiplied by the Conversion Rate. |
|
|
|
| · | Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a |
|
|
|
| · | The shares of Series A Preferred Stock are redeemable at the option of the Corporation upon not less than 30 days written notice to the holders. It is not mandatorily redeemable. |
As of September 30, 2025, and June 30, 2025, the Company had
Series B Preferred Stock
On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada. There are
| F-22 |
| Table of Contents |
Warrants
As of September 30, 2025, and June 30, 2025, the Company had
Number of Warrants |
| Number of Warrants |
|
| Weighted- Average Exercise Price |
|
| Weighted- Average Contractual Term (in years) |
|
| Aggregate Intrinsic Value |
| ||||
Outstanding at June 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ | - |
| |||
Granted |
|
|
|
| $ |
|
|
|
|
|
|
|
| |||
Exercised |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested at September 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ | - |
| |||
Exercisable at September 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ | - |
| |||
NOTE 11 – INCOME TAXES
The Company did not provide any current or deferred US federal income tax provision or benefit for the periods ending September 30, 2025, and June 30, 2025, as they incurred tax losses during both periods.
When it is more likely than not that a tax asset cannot be realized through future income, the Company must record an allowance against any future potential future tax benefit. The Company has provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the condensed consolidated financial statements for the three months ended September 30, 2025 and 2024 as defined under ASC 740, “Accounting for Income Taxes.”
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as follows:
|
| Three Months Ended |
| |||||
|
| September 30, 2025 |
|
| September 30, 2024 |
| ||
U.S. statutory federal income tax rate |
|
| % |
|
| % | ||
State income taxes, net of federal income tax |
|
| % |
|
| % | ||
Change in valuation allowance |
|
| ( | )% |
|
| ( | )% |
Effective income tax rate |
|
| % |
|
| % | ||
| F-23 |
| Table of Contents |
A reconciliation of the income taxes computed at the statutory rate is as follows:
|
| Three Months Ended |
| |||||
|
| September 30, 2025 |
|
| September 30, 2024 |
| ||
|
|
|
|
|
|
| ||
Tax credit (expense) at statutory rate (26%) |
| $ | ( | ) |
| $ |
| |
Increase (decrease) in valuation allowance |
|
|
|
|
| ( | ) | |
Income tax expense |
| $ | ( | ) |
| $ |
| |
At September 30, 2025 and June 30, 2025, the significant components of the deferred tax assets are summarized below:
|
| September 30, |
|
| June 30, |
| ||
|
| 2025 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Net operating loss carry-forward |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset (liability) |
| $ |
|
| $ |
| ||
As of September 30, 2025, and June 30, 2025, the Company had a federal net operating loss carryforward of $25,987,949 and $28,338,606, respectively. The federal net operating loss carryforwards do not expire but may only be used against taxable income to 80%. No tax benefit has been reported in the condensed consolidated financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.
NOTE 12 – SUBSEQUENT EVENTS
Stock Issuances
On October 1, 2025, the Company issued
On October 29, 2025, the Company issued
On November 4, 2025, the Company issued
On November 5, 2025, the Company issued
On November 5, 2025, the Company issued
Convertible Notes
On October 1, 2025, the Company issued a convertible note in the amount of $
On October 14, 2025, the Company issued convertible notes in the amount of $
On October 15, 2025, the Company issued convertibles notes in the amount of $
On October 31, 2025, the Company issued convertibles notes in the amount of $
Auctus Settlement Agreement
On November 5, 2025, Xeriant and Auctus entered into a Settlement Agreement relating to that certain Senior Secured Promissory Note dated October 27, 2021 (as amended, the “Note”). Refer to Footnote 6 for further detail on the settlement.
| F-24 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited consolidated financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, including, without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.
This section of the report should be read together with Footnotes of the Company’s audited consolidated financials for the year ended June 30, 2025. The unaudited condensed consolidated statements of operations for the three months ended September 30, 2025 and 2024 are compared in the sections below.
Executive Summary
Xeriant is dedicated to the discovery, development and commercialization of transformative technologies, including advanced materials, which can be successfully integrated and deployed across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line is marketed under the DUREVER™ brand, and includes NEXBOARD™, an eco-friendly, patent-pending composite construction panel made from plastic and fiber waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.
| 4 |
| Table of Contents |
Joint Venture with XTI Aircraft
Effective May 31, 2021, Xeriant entered into a Joint Venture with XTI Aircraft Company (“XTI”), named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s eVTOL fixed wing aircraft. XTI and the Company each own 50 percent of the XTI JV, and it is managed by a management committee consisting of five members, three appointed by Xeriant and two by XTI. The Company invested approximately $5.5 million into the joint venture after borrowing the funds from Auctus Fund LLC (“Auctus”) through a Senior Secured Promissory Note, through an introduction from Maxim Group, LLC, the Company’s investment banker at the time. The borrowed funds from Auctus were intended to be a bridge loan that would be resolved through an IPO (Initial Public Offering) and uplist to Nasdaq in a merger with XTI, which did not occur because XTI refused to move forward with the merger. The PDR was completed during the first quarter of 2022 according to XTI, which was the purpose of the joint venture.
On May 17, 2022, Xeriant signed a Letter Agreement with XTI related to the introduction of XTI to Inpixon, a Nasdaq-listed company. Under this Letter Agreement, if there was a combination or other transaction between XTI and Inpixon, Xeriant would receive compensation of 6 percent of XTI fully diluted pre-merger shares, and XTI would assume the obligations of Xeriant’s Senior Secured Note with Auctus Fund, LLC. On May 31, 2023, the joint venture was terminated according to an Acceleration Event, which was 24 months from the start of the joint venture. On June 5, 2023, after suspecting that the obligations under the Letter Agreement were possibly being evaded, the Company transmitted a formal demand letter to XTI requesting compliance with the provisions outlined in the Letter Agreement, and in accordance with section 8 of the JV Agreement with XTI. On July 25, 2023, Inpixon filed an 8-K, announcing their intention to merge with XTI having executed an Agreement of Plan and Merger with XTI. The filing also showed that XTI had engaged in a transaction with Inpixon on March 10, 2023, receiving $300,000 in funding, which was a compensation triggering event. Inpixon subsequently filed an S-4/A registration statement on October 6, 2023. On December 6, 2023, the Company initiated legal proceedings against XTI. See Litigation section below for a summary of the related legal proceedings.
Stock Sales
None.
Convertible Notes Issued
During the three months ended September 30, 2025, the Company received $185,000 from issuance of convertible debt. The convertible notes issued during the three months ended September 30, 2025, contain a provision that prevents the Company from prepaying any principal or interest on the notes.
Litigation
Effective October 29, 2025, Xeriant terminated its previously disclosed litigation proceedings with Auctus Fund, LLC and entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related obligations. A summary of the terms of the Settlement Agreement is discussed on the Liquidity and Captial Resources section below. The Company’s ongoing lawsuit against XTI Aircraft Company has a connection to the Auctus matter in that the Company’s obligations to Auctus were, according to Xeriant’s complaint, to be assumed by XTI as provided in a Letter Agreement. Separately, Auctus Fund, LLC sued XTI related to the Letter Agreement.
| 5 |
| Table of Contents |
On December 6, 2023, the Company initiated legal proceedings against XTI Aircraft Company in the Federal District Court for the Southern District of New York (Case no. 1:23-cv-10656-JPO), along with other unnamed defendants, seeking to enforce the terms of the Letter Agreement, alleging fraudulent acts, deceptive maneuvers and intentional breaches, and seeking a range of remedies. These include the recovery of losses, expenses, attorneys’ fees, punitive damages and a compensatory damage award exceeding $500 million. The legal action aims to address the alleged misconduct comprehensively and to protect the Company’s interests in the face of XTI’s actions. The foregoing description of the legal action does not purport to be complete and is subject in its entirety by the full text of the complaint, a copy of which was filed in an 8-K on December 12, 2023, Exhibit 99.1. On February 29, 2024, the Company filed a Second Amended Complaint alleging seven counts including intentional fraud, fraudulent concealment, breach of contract, unjust enrichment, unfair competition, quantum meruit, and misappropriation of confidential information. XTI filed a Motion to Dismiss on March 13, 2024, seeking to dismiss all the Company’s claims except for breach of contract. The Company filed a Memorandum of Law in Opposition to XTI’s Motion to Dismiss on April 10, 2024, and on January 14, 2025, the Court agreed with the Company’s position that its claims were validly alleged and denied all of XTI’s arguments in their entirety. On February 18, 2025, XTI filed its answer to the Company’s Second Amended Complaint adding two counter claims, including breach of fiduciary duty and breach of contract. The Company responded on March 18, 2025, moving to dismiss both counterclaims and on April 1, 2025, XTI filed a Second Amended Answer and Counterclaims to the Second Amended Complaint. On April 28, 2025, the Company filed a Motion to Dismiss XTI’s Second Amended Answer and Counterclaims. On May 12, 2025, XTI filed a Memorandum of Law in Opposition to Xeriant’s Motion to Dismiss XTI’s Second Amended Counterclaim. On May 20, 2025, Xeriant filed a Memorandum of Law in Support of its Motion to Dismiss XTI’s Second Amended Answer with Counterclaims. On September 23, 2025, Xeriant’s Motion to dismiss XTI’s Second Amended Answer with Counterclaim was denied by the Court. The parties are presently involved in the discovery process. The foregoing descriptions of the legal actions do not purport to be complete and are subject in their entirety by the full text of the court filings.
On July 2, 2025, the Company was served with a complaint from Midland Compounding for breach of contract in the payment of an invoice in the amount of $57,600 related to a purchase order for consulting services related to improving the Company’s intumescent fire-retardant layer for NEXBOARD. On August 20, 2025, the Company filed an Answer and Affirmative Defenses, essentially stating that Midland Compounding had not performed the services it was contracted to provide.
Except as set forth above, there is no pending litigation against the Company and to our knowledge no litigation is contemplated or threatened. To our knowledge, none of our directors, officers, 5% shareholders or affiliates are party to any legal proceedings that would have a material adverse effect on our business, financial condition, or operating results.
Three Months Ended September 30, 2025, Results of Operations Compared with Three Months Ended September 30, 2024
|
| For the three months ended |
|
|
|
| ||||||
|
| September 30, |
|
| September 30, |
|
|
|
| |||
|
| 2025 |
|
| 2024 |
|
| $ |
| |||
Operating expenses: |
|
|
|
|
|
|
|
|
| |||
Consulting and advisory fees |
| $ | 67,200 |
|
| $ | 88,983 |
|
| $ | (21,783 | ) |
Related party consulting fees |
|
| 74,000 |
|
|
| 123,000 |
|
|
| (49,000 | ) |
General and administrative expenses |
|
| 24,912 |
|
|
| 56,445 |
|
|
| (31,533 | ) |
Professional fees |
|
| 83,997 |
|
|
| 63,806 |
|
|
| 20,191 |
|
Research and development expense |
|
| 53,966 |
|
|
| 26,561 |
|
|
| 27,405 |
|
Total operating expenses |
|
| 304,075 |
|
|
| 358,795 |
|
|
| (54,720 | ) |
Operating loss |
|
| (304,075 | ) |
|
| (358,795 | ) |
|
| 54,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
| (44,031 | ) |
|
| (16,802 | ) |
|
| (27,229 | ) |
Interest expense |
|
| (44,783 | ) |
|
| (61,617 | ) |
|
| 16,834 |
|
Gain on extinguishment of debt |
|
| 2,743,546 |
|
|
| 64,992 |
|
|
| 2,678,554 |
|
Total other (expense) |
|
| 2,654,732 |
|
|
| (13,427 | ) |
|
| 2,668,159 |
|
Net loss |
| $ | 2,350,657 |
|
| $ | (372,222 | ) |
| $ | 2,722,879 |
|
| 6 |
| Table of Contents |
Consulting and advisory fees
Total consulting and advisory expenses were $67,200 and $88,983 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $21,783. The decrease was primarily related to non-recurring consulting fees during the quarter ended September 30, 2024. Additionally, there was a small decrease in advisory board fees relating to timing of board member anniversary dates.
Related Party Consulting Fees
Total related party consulting fees were $74,000 and $123,000 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $49,000. In addition to the consulting agreement amounts, the Company will pay additional consulting fees to related parties when the Company has increased available funds. In the prior period, the Company had increased funds to pay consulting fees.
General and administrative expenses
Total general and administrative expenses were $24,912 and $56,445 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $31,533. The primary reason for the decrease was a decrease in rent expense of $11,546 due to the Company entering into a new agreement in February 2025 for substantially less rent. Additionally, the Company had $7,144 less in corporate and listing expenses in the current period.
Professional Fees
Total professional fees were $83,997 and $63,806 for the three months ended September 30, 2025 and 2024, respectively, an increase of $20,191. The primary reason for the increase was higher legal costs in the current period.
Research and Development Expenses
Total research and development expenses were $53,966 and $26,561 for the three months ended September 30, 2025, and 2024, respectively, an increase of $27,405. The primary reason for the increase was increased research and development expenses related to testing and initial product development schedule in the current period.
Other (Expenses)
Total other expenses consist of amortization of debt discount related to convertible notes, interest expense related to convertible notes and gain on extinguishment of debt. Total other income (expenses) were $2,654,732 for the three months ended September 30, 2025, compared to ($13,427) for the three months ended September 30, 2024, an increase of $2,668,159. The reason for the income in the current period was the Company recorded a gain on extinguishment of debt in the amount of $2,743,546 related to the settlement with Auctus.
Net income (loss)
Total net income was $2,226,072 for the three months ended September 30, 2025, compared to a net loss of $372,222 for the three months ended September 30, 2024, an increase of $1,853,850. The reason for the net income in the current period was the Company recorded a gain on extinguishment of debt in the amount of $2,743,546 related to the settlement with Auctus.
| 7 |
| Table of Contents |
Liquidity and Capital Resources
The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. On September 30, 2025, and June 30, 2025, the Company had $52,136 and $44,850 in cash, respectively, and $5,710,579 and $8,708,900 in negative working capital, respectively. For the three months ended September 30, 2025, the Company had a net income of $2,350,657 and for the three months ended September 30, 2024 the Company had a net loss of $372,222. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying unaudited condensed consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. To implement its business plan, the Company must raise sufficient funds in the form of equity, debt, or a combination thereof. Until the Company develops profitable operations, it is dependent upon management continually raising funds.
During the three months ended September 30, 2025, the Company’s operating activities used $177,714 of net cash used compared to using $353,095 of net cash used in operating activities during the three months ended September 30, 2024. This difference primarily related to an increased change in accounts payable and accrued liabilities in the amount of $283,118 offset by a decreased change in stock issued for services in the amount of $158,012. During the three months ended September 30, 2025, the Company’s financing activities provided cash of $185,000 compared to no activity for the prior period. The cash provided by financing activities in the amount of $185,000 was from proceeds from convertible notes payable.
Effective October 29, 2025, Xeriant entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related Xeriant obligations. The Settlement Agreement provides that the Company pay Auctus $3,500,000 as follows: (A) $1,000,000 on or before 75 days from October 29, 2025; (B) $1,000,000 on or before 105 days from October 29, 2025;(C) $1,000,000 on or before 135 days from October 29, 2025; and (D) $500,000 on or before 165 days from October 29, 2025. In addition, within ten (10) business days of receipt by the Company of any money or any other consideration pertaining to the legal action brought by the Company against XTI Aircraft Company, the Company will transfer litigation proceeds to Auctus on a preferred basis and share on a percentage basis thereafter net of legal fees not to exceed $250,000. There is no assurance that the Company will raise the funds necessary to meet these obligations of the Settlement Agreement or that there will be proceeds from the litigation against XTI Aircraft. The foregoing terms from the Settlement Agreement relate to liquidity and are only a portion of those found in the Settlement Agreement. This paragraph is qualified in its entirety by the terms and conditions set forth in Form 8-K filed with the SEC on November 12, 2025.
Off Balance Sheet Items
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments which affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities (see Note 2, Summary of Significant Accounting Policies, contained in the notes to the Company’s unaudited condensed consolidated financial statements for the three months ended September 30, 2025 and 2024 contained in this filing). On an ongoing basis, we evaluate our estimates. The Company bases our estimates on historical experience and on various other assumptions which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates based upon different assumptions or conditions; however, we believe that our estimates are reasonable.
Management is aware that certain changes in accounting estimates employed in generating financial statements can have the effect of making the Company look more or less profitable than it actually is. Management does not believe that the Company has made any such changes in accounting estimates.
| 8 |
| Table of Contents |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At September 30, 2025, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Keith Duffy, our Chief Executive Officer and Brian Carey, our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at September 30, 2025, our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 9 |
| Table of Contents |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Effective October 29, 2025, Xeriant terminated its litigation proceedings with Auctus Fund, LLC and entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related obligations. The Company’s ongoing lawsuit against XTI Aircraft Company has a connection to the Auctus matter in that the Company’s obligations to Auctus were, according to Xeriant’s complaint, to be assumed by XTI as provided in a Letter Agreement. Separately, Auctus Fund, LLC sued XTI related to the Letter Agreement.
On December 6, 2023, the Company initiated legal proceedings against XTI Aircraft Company in the Federal District Court for the Southern District of New York (Case no. 1:23-cv-10656-JPO), along with other unnamed defendants, seeking to enforce the terms of the Letter Agreement, alleging fraudulent acts, deceptive maneuvers and intentional breaches, and seeking a range of remedies. These include the recovery of losses, expenses, attorneys’ fees, punitive damages and a compensatory damage award exceeding $500 million. The legal action aims to address the alleged misconduct comprehensively and to protect the Company’s interests in the face of XTI’s actions. The foregoing description of the legal action does not purport to be complete and is subject in its entirety by the full text of the complaint, a copy of which was filed in an 8-K on December 12, 2023, Exhibit 99.1. On February 29, 2024, the Company filed a Second Amended Complaint alleging seven counts including intentional fraud, fraudulent concealment, breach of contract, unjust enrichment, unfair competition, quantum meruit, and misappropriation of confidential information. XTI filed a Motion to Dismiss on March 13, 2024, seeking to dismiss all the Company’s claims except for breach of contract. The Company filed a Memorandum of Law in Opposition to XTI’s Motion to Dismiss on April 10, 2024, and on January 14, 2025, the Court agreed with the Company’s position that its claims were validly alleged and denied all of XTI’s arguments in their entirety. On February 18, 2025, XTI filed its answer to the Company’s Second Amended Complaint adding two counter claims, including breach of fiduciary duty and breach of contract. The Company responded on March 18, 2025, moving to dismiss both counterclaims and on April 1, 2025, XTI filed a Second Amended Answer and Counterclaims to the Second Amended Complaint. On April 28, 2025, the Company filed a Motion to Dismiss XTI’s Second Amended Answer and Counterclaims. On May 12, 2025, XTI filed a Memorandum of Law in Opposition to Xeriant’s Motion to Dismiss XTI’s Second Amended Counterclaim. On May 20, 2025, Xeriant filed a Memorandum of Law in Support of its Motion to Dismiss XTI’s Second Amended Answer with Counterclaims. On September 23, 2025, Xeriant’s Motion to dismiss XTI’s Second Amended Answer with Counterclaim was denied by the Court. The parties are presently involved in the discovery process. The foregoing descriptions of the legal actions do not purport to be complete and are subject in their entirety by the full text of the court filings.
On July 2, 2025, the Company was served with a complaint from Midland Compounding for breach of contract in the payment of an invoice in the amount of $57,600 related to a purchase order for consulting services related to improving the Company’s intumescent fire-retardant layer for NEXBOARD. On August 20, 2025, the Company filed an Answer and Affirmative Defenses, essentially stating that Midland Compounding had not performed the services it was contracted to provide.
Except as set forth above, there is no pending litigation against the Company and to our knowledge no litigation is contemplated or threatened. To our knowledge, none of our directors, officers, 5% shareholders or affiliates are party to any legal proceedings that would have a material adverse effect on our business, financial condition, or operating results
Item 1A. Risk Factors
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities
During the three-month period ended September 30, 2025, the Company issued 4,756,410 shares for various services, 15,000,000 shares from conversion of Series A Preferred stock, 33,550,000 shares for conversion of principal and accrued interest. The Company believes that the issuance of the securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and based on the fact that such securities were issued for services to sophisticated or accredited investors and persons who are thoroughly familiar with the Company’s proposed business by virtue of their affiliation with the Company.
Item 3. Defaults Upon Senior Securities
Refer to Note 6 relating to Auctus Senior Secured Promissory Note
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
To the best of the Company’s knowledge, during the fiscal quarter ended September 30, 2025, no
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Item 6. Exhibits
The following exhibits are filed herewith
Exhibit Number |
| Document |
10.1 |
| Settlement Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 12, 2025) |
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31.1 |
| Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
| Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
| Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
| Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Document |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XERIANT, INC. | ||
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Date: November 18, 2025 | By: | /s/ Keith Duffy | |
| Keith Duffy Chief Executive Officer (Principal Executive) | ||
Date: November 18, 2025 | By: | /s/ Brian Carey | |
| Brian Carey Chief Financial Officer |
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FAQ
What were Xeriant (XERI) earnings for the quarter ended September 30, 2025?
Xeriant reported net income of $2,226,072 for the three months ended September 30, 2025, compared with a net loss of $372,222 in the same period of 2024. The improvement was mainly due to a $2,743,546 gain on extinguishment of debt related to restructuring its senior secured note with Auctus Fund.
How strong is Xeriant (XERI)'s balance sheet as of September 30, 2025?
As of September 30, 2025, Xeriant had total assets of $71,730 and total liabilities of $5,774,228, resulting in a stockholders’ deficit of $5,702,498. Cash was $52,136, highlighting a highly leveraged and capital-constrained position.
What going concern disclosures did Xeriant (XERI) make in its Q1 2026 10-Q?
Management stated that recurring losses, an accumulated deficit of $26,112,534, a $5,710,579 working capital deficit, and limited cash raise substantial doubt about the company’s ability to continue as a going concern. Based on historical spending, existing cash is expected to last about two months from November 17, 2025.
What is the Auctus settlement and how did it affect Xeriant (XERI)'s results?
Effective October 29, 2025, Xeriant entered into a Settlement Agreement with Auctus to restructure its senior secured note. The company extinguished $5,900,000 of principal and $643,546 of accrued interest in exchange for a $3,500,000 settlement liability and $300,000 of common stock to be issued, recording a $2,743,546 gain on extinguishment of debt in the quarter.
How many Xeriant (XERI) shares are outstanding and potentially dilutive?
There were 749,053,035 common shares issued and outstanding as of September 30, 2025, and 789,503,035 shares outstanding as of November 18, 2025. Potentially dilutive instruments include warrants, convertible notes and preferred stock that together represented 1,650,371,839 potential common shares for the three months ended September 30, 2025.
What is Xeriant (XERI)'s core business focus, including NEXBOARD and DUREVER?
Xeriant is focused on advanced materials and aerospace technologies. Its DUREVER brand includes NEXBOARD, an eco-friendly, patent-pending composite construction panel made from plastic and fiber waste intended to replace traditional materials like drywall and plywood. The company is pursuing certification, contract manufacturing, and potential U.S. production facilities for NEXBOARD.
What major legal matters does Xeriant (XERI) disclose?
Xeriant discloses an ongoing lawsuit against XTI Aircraft Company in federal court, seeking various remedies under a Letter Agreement and alleging multiple causes of action, and notes that XTI has filed counterclaims. The company also describes a settled dispute with Auctus Fund via the October 29, 2025 Settlement Agreement and a separate breach of contract complaint from Midland Compounding over a $57,600 invoice.
