XERIANT INC
For the period ended Jun 30, 2025. Filed Oct 2, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 2, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-06-30; filed 2024-10-08.
0001477932-24-006252
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-06-30; filed 2025-10-02.
0001477932-25-007303
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 55 previous paragraphs and 40 current paragraphs.
26 unchanged; 10 reworded; 4 added; 12 removed; 7 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Total related party consulting fees were $438,000 and $388,000 for the years ended June 30, 2025 and 2024, respectively, an increase of $50,000. 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 current period, the Company had increased funds to pay consulting fees.
Current report
Total general and administrative expenses were $309,107 and $282,249 for the years ended June 30, 2025 and 2024, respectively, an increase of $26,858. The primary reason for the increase was increased expenses related to our subsidiary BlueGreen Composites, LLC. Expenses for BlueGreen Composites, LLC, relate to testing and business development costs for the Company’s advanced materials operations.
Current report
Total professional fees were $221,119 and $308,109 for the years ended June 30, 2025 and 2024, respectively, a decrease of $86,990. The primary reason for the decrease was higher auditing fees relating to change in audit firms and excess fees charged by prior firm and higher legal costs in the prior period.
Current report
Total research and development expenses were $69,274 and $196,422 for the years ended June 30, 2025, and 2024, respectively, a decrease of $127,148. The primary reason for the decrease was increased research and development expenses related to testing and initial product development schedule in the prior period.
Removed paragraphs (12)
Previous report
On May 17, 2022, after failed merger negotiations, the Company entered into a confidential Letter Agreement with XTI whereby Xeriant would receive compensation for introducing Inpixon, a Nasdaq-listed company, to XTI for a combination or any other transaction. Should a combination or any other transaction occur, the compensation due to Xeriant would include a six percent (6%) fully diluted interest in XTI upon dissolution of its Joint Venture with Xeriant, and XTI would assume Xeriant’s obligations under its Senior Secured Note with Auctus.
Previous report
The material terms of the May 17, 2022 Letter Agreement with XTI are briefly delineated as follows:
Previous report
On July 25, 2023, Inpixon filed an 8-K announcing that they had signed an Agreement of Plan and Merger with XTI. Despite the Company’s pivotal role in facilitating this merger, as memorialized in a formal agreement, XTI repeatedly publicly disclaimed any obligation to compensate Xeriant.
Previous report
Joint Venture with Movychem
Previous report
Effective April 2, 2022, the Company entered into a Joint Venture with Movychem s.r.o., a Slovakian limited liability company (“Movychem”), called Ebenberg, LLC, setting forth the terms for the establishment of a joint venture to develop and exploit certain Movychem intellectual property that would be exploited by the joint venture. The JV was organized as a Florida limited liability company and was owned 50% by each of the Company and Movychem. Essentially, the Company would contribute certain funding for its capital contribution and Movychem would provide an exclusive license and assignment of its intellectual property.
Previous report
The Company analyzed the transaction under ASC 810,Consolidation, to determine if the joint venture classifies as a Variable Interest Entity (“VIE”). The Joint Venture qualifies as a VIE based on the fact the JV does not have sufficient equity to operate without financial support from both parties. 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 were 50/50 and the agreement provides for a Management Committee of five members. Two of the five members are from Xeriant and Movychem, respectively and one is appointed by mutual agreement of the parties. Movychem is transferring to the Joint Venture all of its interest to certain know-how and intellectual property, and the Company is contributing cash. As such, both parties do not have substantial capital at risk. Based on these two factors, the conclusion is that no one is the primary beneficiary of the VIE. Accordingly, Xeriant has not consolidated the VIE.
Previous report
After funding the JV during the remainder of 2022, the Company notified Movychem that in its determination it had not performed its obligations under the Joint Venture Agreement and discontinued payments until there was a resolution, which was followed by Movychem formally requested dissolution of the JV, which the parties agreed to and was effective June 30, 2023.
Previous report
As of June 30, 2023, the Company had paid $312,919 to the Joint Venture.
Previous report
Total related party consulting fees were $388,000 and $353,000 for the years ended June 30, 2024 and 2023, respectively. The related party consulting fees for the year ended June 30, 2024, consisted of (i) $207,500 to Ancient Investments, LLC, a company owned by Keith Duffy, CEO and Scott Duffy, Executive Director of Operations, (ii) $67,000 for AMP Web Services, LLC, a company owned by Pablo Lavigna, CIO, (iii) $78,500 to Edward DeFeudis, Director, and (iv) $35,000 for Keystone Business Development Partners, LLC, a company owned by Brian Carey, CFO. The related party consulting fees for the year ended June 30, 2023, consisted of (i) $170,000 to Ancient Investments, LLC, (ii) $56,000 for AMP Web Services, LLC, (iii) $102,000 to Edward DeFeudis, and (iv) $25,000 for Keystone Business Development Partners, LLC.
Previous report
Total general and administrative expenses were $282,249 and $280,216 for the years ended June 30, 2024 and 2023, respectively. The increase was primarily related to increased travel expenses.
Previous report
Total professional fees were $308,109 and $271,021 for the years ended June 30, 2024 and 2023, respectively. The current period increased amount was due primarily to increased audit fees.
Previous report
Total research and development expenses were $196,422 and $0 for the years ended June 30, 2024, and 2023, respectively. The research and development expenses in the fiscal year ended June 30, 2024, were in connection with our NEXBOARD™ development operations through BlueGreen Composites, LLC, a consolidated disregarded entity of the Company.
Reworded paragraphs (10)
Previous wording
Xeriant, is dedicated to the discovery, development and commercialization of advanced materials and technology related to next generation air and spacecraft, which can be successfully integrated and commercialized for deployment 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 will be marketed under the DUREVER™ brand, and includes NEXBOARD™, an eco-friendly, patent-pending composite building panel made from plastic and cellulose waste and a proprietary flame retardant, primarily designed to be a replacement for traditional building materials such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.
Current wording
Xeriant, Inc. is dedicated to the discovery, development and commercialization of disruptive technologies in advanced materials and aerospace which can be successfully integrated and commercialized for deployment across multiple industrial sectors. We seek to partner with and acquire strategic interests in visionary companies that accelerate this mission. The Company’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.
Previous wording
On May 31, 2021, the Company entered into a Joint Venture Agreement (the “Agreement”) with XTI Aircraft Company (“XTI”), a Delaware corporation, to form a joint venture with XTI (the “XTI JV”), named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s TriFan 600, a 5-passenger plus pilot, hybrid electric, eVTOL fixed wing aircraft. Under the Agreement, Xeriant would contribute capital, technology, and strategic business relationships, and XTI contributed intellectual property licensing rights and know-how. XTI and the Company each owned 50 percent of the XTI JV and would be 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.
Current wording
Effective May 31, 2021, the Company 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 the Company 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.
Previous wording
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.
Current wording
On May 17, 2022, the Company 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 the Company’s Senior Secured Note with Auctus Fund, LLC. On May 31, 2023, the joint venture was terminated according to an Acceleration Event, which was twenty-four (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 at Note 9 below for a summary of the related legal proceedings.
Previous wording
During the year ended June 30, 2024, the Company received $2,030,000 from the issuance of convertible debt.
Current wording
During the year ended June 30, 2025, the Company received $676,000 from the issuance of convertible debt.
Previous wording
On December 6, 2023, the Company initiated legal proceedings against XTI 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, and alleging fraudulent acts, deceptive maneuvers and intentional breaches, 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.
Current wording
On October 19, 2023, the Company filed a complaint in the United States Southern District of New York (Case no.1:23-cv-09200) against Auctus Fund LLC, to invalidate allegedly illegally designed contractual agreements, including contesting the enforceability of the related note and amendments, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims. On February 9, 2024, the case was dismissed. The Company filed a Notice of Civil Appeal on March 13, 2024, primarily based on public welfare because of the pending litigation between the SEC and Auctus Fund Management, LLC, which complaint was filed on June 1, 2023. On June 19, 2024, the Company filed an appeal in the United States Court of Appeals for the Second Circuit (Case no. 24-682-cv), which is still pending. On June 25, 2025, the appellate court affirmed the lower court’s decision. The Company’s counsel is in the process of filing an appeal to the United States Supreme Court to challenge this decision, which went against precedent decisions in other districts. In addition to the pending legal matters, the Company is currently in discussions with Auctus in an attempt to come up with a settlement. 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 the Company’s complaint, to be assumed by XTI as provided in a Letter Agreement. 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 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…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Total consulting and advisory expenses were $731,128 and $1,147,398 for the years ended June 30, 2024 and 2023, respectively. In the prior period, there were increased expenses due to stock issuances for services.
Current wording
Total consulting and advisory expenses were $327,991 and $731,128 for the years ended June 30, 2025 and 2024, respectively, a decrease of $403,137. The primary reason for the decrease was there were increased expenses due to stock issuances for advisory board and legal services in the amount of $374,906 in the prior period.
Previous wording
Total other expenses consist of amortization of debt discount related to convertible notes, interest expense related to convertible notes, change in fair value of the convertible bridge loans, loss on impairment of investment, loss from Ebenberg JV and loss on extinguishment of debt. Total other expenses were $1,197,197 for the year ended June 30, 2024, compared to $5,045,004 for the year ended June 30, 2023. The decrease was primarily due to recording the loss on extinguishment of debt for the year ended June 30, 2023, in the amount of $4,259,987.
Current wording
Total other expenses consist of amortization of debt discount related to convertible notes, interest expense related to convertible notes, loss on extinguishment of debt, gain on extinguishment of debt and change in fair value of the convertible bridge loans. Total other expenses were $281,407 for the year ended June 30, 2025, compared to $1,197,193 for the year ended June 30, 2024, a decrease of $915,786. The primary reason for the decrease was in the prior period, the Company recorded default interest in the amount of $1,070,729 related to the Auctus note.
Previous wording
Total net loss was $3,103,101 for the year ended June 30, 2024, compared to $7,096,639 for the year ended June 30, 2023. The decrease was primarily related to loss on extinguishment of debt of $4,259,987 for the year ended June 30, 2023. The difference was partially offset by an increase in interest expense of $1,183,885 for the current period.
Current wording
Total net loss was $1,646,898 for the year ended June 30, 2025, compared to $3,103,101 for the year ended June 30, 2024, a decrease of $1,456,203. The decreased net loss was primarily related to less operating expenses in the current year offset by more interest expense in the prior year.
Previous wording
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 June 30, 2024 and 2023, the Company had $653,117 and $61,625 in cash, respectfully, and $8,661,248 and $6,684,867 in negative working capital, respectively. On June 30, 2024, the principal balance of the Auctus Senior Secured Promissory Note was $5,850,000 including accrued liability of $50,000. The Note matured on March 15, 2023, and the Company has been in discussions with Auctus to resolve the liability. For the years ended June 30, 2024 and 2023, the Company had a net loss of $3,103,101 and $7,096,639, respectively. 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 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 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. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The Company has been funded primarily through the issuance of convertible debt.
Current wording
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 June 30, 2025 and 2024, the Company had $44,850 and $653,117 in cash, respectively, and $8,712,005 and $8,661,248 in negative working capital, respectively. On June 30, 2025, the principal balance of the Auctus Senior Secured Promissory Note was $5,900,000. The Note matured on March 15, 2023, and the company has been in discussions with Auctus to resolve the liability. For the years ended June 30, 2025 and 2024, the Company had a net loss of $1,646,898 and $3,103,101, respectively. 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 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 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.
Previous wording
During the fiscal year ended June 30, 2024, our operating activities used $1,430,345 of net cash used compared to using $1,174,190 of net cash used in our operating activities during the fiscal year ended June 30, 2023. This difference primarily related to an increase in stock-based compensation and an increase in the change in accounts payable. During the fiscal year ended June 30, 2024, our investing activities used $8,163 of net cash compared to using $200,130 of net cash used in our investing activities during the fiscal year ended June 30, 2023. The primary reason for the difference is the $197,563 in the prior period related to Investment in Movychem JV. During the fiscal year ended June 30, 2024, our financing activities added $2,030,000 of net cash compared to adding $370,000 of net cash in our financing activities during the fiscal year ended June 30, 2023. This difference related to a substantial increase in the issuance of convertible notes in the current fiscal year. The Company continues to raise capital through the issuance of convertible notes and has received commitments from key investors that additional funds are available upon request. The Company maintains a fiscal policy to limit the issuance of convertible notes to our current and projected funding needs. The Company is confident that funding through this process will be adequate to cover required operating and development expenditures until cash flow from operations is sufficient.
Current wording
During the year ended June 30, 2025, the Company’s operating activities used $1,288,505 of net cash used compared to using $1,430,345 of net cash used in operating activities during the year ended June 30, 2024. This difference primarily related to an decreased net loss in the prior period of $1,558,375 offset by a decreased change in accounts payable and accrued liabilities in the prior period in the amount of $1,335,117. During the year ended June 30, 2025, the Company’s investing activities used cash of $1,762 compared to using cash of $8,163 during the year ended June 30, 2024. In the current year the Company purchased property and equipment in the amount of $1,762. During the year ended June 30, 2025, the Company’s financing activities were $682,000 compared to $2,030,000 of net cash added in financing activities during the year ended June 30, 2024. This difference related to the fact the Company raised more money from convertible notes during the year ended June 30, 2024 than June 30, 2025.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
On February 29, 2024, the Company filed a Second Amended Complaint against XTI, along with other unnamed defendants, on February 29, 2024, and on March 13, 2024, XTI filed a partial Motion to Dismiss.
Previous report — wording carried elsewhere
On March 12, 2024, XTI merged with Inpixon, a Nasdaq-listed company.
Previous report — wording carried elsewhere
On April 10, 2024, the Company filed a Memorandum of Law in Opposition to XTI’s Motion to Dismiss the Company’s Second Amended Complaint and is waiting for the court to rule on the matter.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
On October 19, 2023, Xeriant filed a complaint in the United States Southern District of New York (Case no.1:23-cv-09200) against Auctus Fund LLC, to invalidate allegedly illegally designed contractual agreements, including contesting the enforceability of the related note and amendments, and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U.S.C. § 78o(a)(1)) by the Defendant, alleging breaches of fiduciary duty and related claims. On February 9, 2024, the case was dismissed. The Company filed a Notice of Civil Appeal on March 13, 2024, primarily based on public welfare because of the pending litigation between the SEC and Auctus Fund Management, LLC, which complaint was filed on June 1, 2023. On June 19, 2024, the Company filed an appeal in the United States Court of Appeals for the Second Circuit (Case no. 24-682-cv), which is still pending. 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.
Previous report — wording carried elsewhere
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, and alleging fraudulent acts, breach of contract and misappropriation of intellectual property. 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 against XTI, along with other unnamed defendants, on February 29, 2024, and on March 13, 2024, XTI filed a partial Motion to Dismiss. On April 10, 2024, the Company filed a Memorandum of Law in Opposition to XTI’s Motion to Dismiss the Company’s Second Amended Complaint and is waiting for the court to rule on the matter.
Previous report — wording carried elsewhere
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.