Xeriant-Auctus pact: equity issuance and $3.5M staged payments

Rhea-AI Filing Summary

Xeriant, Inc. entered into a Settlement Agreement with Auctus Fund tied to a prior senior secured promissory note. The agreement, effective retroactive to October 29, 2025, includes issuing 30,000,000 unrestricted common shares to Auctus pursuant to a February 24, 2025 conversion notice and a commitment for cash payments totaling $3,500,000.

Cash installments are scheduled as follows: $1,000,000 on or before 75 days from October 29, 2025; $1,000,000 on or before 105 days; $1,000,000 on or before 135 days; and $500,000 on or before 165 days. Auctus will suspend further conversions under the note so long as payments are made. If payments are timely, Auctus will return two warrants (each for 25,000,000 shares); Auctus retains an original warrant for 50,968,828 shares. The company will share any proceeds it receives from its legal action against XTI Aircraft Company on a preferred basis, net of legal fees capped at $250,000. The 30,000,000 shares are being issued under Section 4(a)(2) of the Securities Act. A leak-out agreement governs Auctus’s sales of received stock.

Insights

Capital structure and credit analyst

Settlement exchanges equity and staged cash to resolve a note.

The agreement pairs immediate equity issuance—30,000,000 unrestricted shares—with a staged cash obligation of $3,500,000. In return, Auctus suspends further conversions under the note while payments are current, reducing near‑term conversion pressure. Two large warrants (25,000,000 each) are to be returned to the company upon timely completion of payments, while Auctus retains a warrant for 50,968,828 shares.

Provisions also allocate any company proceeds from its litigation against XTI Aircraft Company to Auctus on a preferred basis, after legal fees capped at $250,000. The equity was issued under Section 4(a)(2), indicating a private placement exemption. Actual dilution and cash impact depend on compliance with the payment schedule and any exercise of retained warrants.

Key items to track are the four installment deadlines tied to October 29, 2025 and any subsequent disclosure on the warrant returns once payments are completed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

XERIANT, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54277		27-1519178
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Innovation Centre #1 3998 FAU Boulevard, Suite 309 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 491-9595

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12b of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into Material Definitive Agreements

On November 5. 2025, Xeriant, Inc. (the “Company”) and Auctus Fund, LLC (“Auctus”) entered into a Settlement Agreement (the “Settlement Agreement”) relating to that certain Senior Secured Promissory Note dated October 27, 2021 (as amended, the “Note”). The effective date of the Settlement Agreement is retroactive to October 29, 2025. The Settlement Agreement provides, inter alia, the following:

1.       The Company will issue to Auctus 30,000,000 unrestricted shares of the Company’s Common Stock (the “Conversion Shares”) pursuant to an existing Notice of Conversion dated February 24, 2025.

2.       The Company will pay to 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.

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 $250,000.

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 25,000,000 shares of the Company’s Common Stock and (b) a Warrant dated December 27, 2022 to purchase 25,000,000 shares of the Company’s Common Stock.

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 50,968,828 shares of the Company’s Common Stock.

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 the form thereof which is attached as Exhibit 10.1 to this Form 8-K.

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.

Item 3.02 Unregistered Sales of Equity Securities. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

Reference is made to the discussion in Item 1.01 with respect to the issuance of the Conversion Shares. The Conversion Shares are being issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

Exhibit		Description
10.1		Settlement Agreement (Portions of the Exhibit have been Omitted)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 12, 2025	XERIANT, INC.
	By:	/s/ KEITH DUFFY
		Keith Duffy, Chief Executive Officer

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FAQ

What did XERI agree to in the Auctus settlement?

Xeriant agreed to issue 30,000,000 unrestricted common shares and pay $3,500,000 in staged installments, with Auctus suspending conversions while payments are current.

What is the cash payment schedule under the XERI settlement?

Payments are $1,000,000 on or before 75, 105, and 135 days from October 29, 2025, and $500,000 on or before 165 days from that date.

What happens to Auctus’s warrants in the XERI agreement?

If payments are timely, Auctus returns two warrants of 25,000,000 shares each. Auctus retains its original warrant for 50,968,828 shares.

How are potential XTI litigation proceeds treated in the XERI deal?

Within ten business days of any proceeds receipt, Xeriant will transfer funds to Auctus on a preferred basis, net of legal fees capped at $250,000.

Under what exemption are the 30,000,000 XERI shares being issued?

The shares are issued under the Section 4(a)(2) exemption of the Securities Act of 1933.

Is there a leak-out restriction on Auctus’s sales of XERI stock?

Yes. The parties entered into a Leak-Out Agreement governing Auctus’s sales of common stock received.