XERIANT, INC.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 17, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001477932-25-008494
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-17.
0001477932-26-000862
Item 2. 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 44 previous paragraphs and 59 current paragraphs.
31 unchanged; 13 reworded; 10 added; 0 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 1 previous and 2 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 (10)
Current report
Total professional fees were $142,625 and $89,616 for the six months ended December 31, 2025 and 2024, respectively, an increase of $53,009. The primary reason for the increase was higher legal costs in the current period.
Current report
Consulting and advisory fees
Current report
Total consulting and advisory expenses were $38,750 and $36,137 for the three months ended December 31, 2025 and 2024, respectively, an increase of $2,613. The increase was insignificant.
Current report
Related Party Consulting Fees
Current report
General and administrative expenses
Current report
Professional Fees
Current report
Research and Development Expenses
Current report
Other (Expenses)
Current report
Net income (loss)
Current report
Total net loss was $297,593 for the three months ended December 31, 2025, compared to a net loss of $417,269 for the three months ended December 31, 2024, an decrease of $119,676. The primary reason for the decrease was a decrease in general and administrative expenses.
Reworded paragraphs (13)
Previous wording
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.
Current wording
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 six months ended December 31, 2025 and 2024 are compared in the sections below.
Previous wording
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.
Current wording
During the six months ended December 31, 2025, the Company received $415,000 from issuance of convertible debt. The convertible notes issued during the six months ended December 31, 2025, contain a provision that prevents the Company from prepaying any principal or interest on the notes.
Previous wording
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.
Current wording
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 Capital Resources section below. Xeriant is currently working on securing funding to fulfill its obligations under the Settlement Agreement and has ongoing discussions with Auctus regarding extending the cash payments based on the Company’s timelines in executing its business plan, particularly certification testing of NEXBOARD. 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.
Previous wording
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.
Current wording
Total consulting and advisory expenses were $105,950 and $125,120 for the six months ended December 31, 2025 and 2024, respectively, a decrease of $19,170. The decrease was primarily related to non-recurring consulting fees during the quarter ended December 31, 2024. Additionally, there was a small decrease in advisory board fees relating to timing of board member anniversary dates.
Previous wording
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.
Current wording
Total research and development expenses were $70,269 and $26,576 for the six months ended December 31, 2025, and 2024, respectively, an increase of $53,966. The primary reason for the increase was increased research and development expenses related to testing and initial product development schedule in the current period.
Previous wording
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.
Current wording
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) was $2,572,273 for the six months ended December 31, 2025, compared to ($95,113) for the six months ended December 31, 2024, an increase of $2,667,386. 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.
Previous wording
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.
Current wording
Total net income was $1,928,479 for the six months ended December 31, 2025, compared to a net loss of ($789,491) for the six months ended December 31, 2024, an increase of $2,717,970. 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.
Previous wording
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.
Current wording
Total related party consulting fees were $89,000 and $128,000 for the three months ended December 31, 2025 and 2024, respectively, a decrease of $39,000. 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.
Previous wording
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.
Current wording
Total general and administrative expenses were $28,381 and $145,621 for the three months ended December 31, 2025 and 2024, respectively, a decrease of $117,240. The primary reasons for the decrease was (i) a decrease in rent expense of $20,051 due to the Company entering into a new agreement in February 2025 for substantially less rent, $3,208 less in corporate and listing expenses in the current period, and (iii) $51,176 less in advertising and marketing expenses in the current period.
Previous wording
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.
Current wording
Total professional fees were $58,628 and $25,810 for the three months ended December 31, 2025 and 2024, respectively, an increase of $32,818. The primary reason for the increase was higher legal costs in the current period.
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 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.
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 December 31, 2025, and June 30, 2025, the Company had $76,533 and $44,850 in cash, respectively, and $5,645,060 and $8,708,900 in negative working capital, respectively. For the six months ended December 31, 2025, the Company had a net income of $1,928,479 and for the six months ended December 31, 2024 the Company had a net loss of $789,491. For the three months ended December 31, 2025 and 2024, the Company had a net loss of $297,593 and $417,269, 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 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.
Previous wording
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.
Current wording
During the six months ended December 31, 2025, the Company’s operating activities used $383,317 of net cash used compared to using $750,922 of net cash used in operating activities during the six months ended December 31, 2024. This difference primarily related to an increased change in accounts payable and accrued liabilities in the amount of $329,871 offset by a decreased change in stock issued for services in the amount of $189,506. During the six months ended December 31, 2025, the Company’s financing activities provided cash of $415,000 compared to $352,000 in the prior period. The cash provided by financing activities in both periods was from proceeds from convertible notes payable.
Previous wording
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.
Current wording
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 six months ended December 31, 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.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Six Months Ended December 31, 2025, Results of Operations Compared with Six Months Ended December 31, 2024
Current report — wording carried from elsewhere
Total related party consulting fees were $163,000 and $251,000 for the six months ended December 31, 2025 and 2024, respectively, a decrease of $88,000. 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.
Current report — wording carried from elsewhere
Total general and administrative expenses were $53,293 and $202,066 for the six months ended December 31, 2025 and 2024, respectively, a decrease of $148,773. The primary reasons for the decrease was (i) a decrease in rent expense of $38,066 due to the Company entering into a new agreement in February 2025 for substantially less rent, $10,352 less in corporate and listing expenses in the current period, and (iii) $51,418 less in advertising and marketing expenses in the current period.
Current report — wording carried from elsewhere
Total research and development expenses were $16,303 and $15 for the three months ended December 31, 2025, and 2024, respectively, an increase of $16,288. The primary reason for the increase was increased research and development expenses related to testing and initial product development schedule in the current period.
Current report — wording carried from elsewhere
Total other expenses consist of amortization of debt discount related to convertible notes and interest expense related to convertible notes. Total other expenses was $82,459 for the three months ended December 31, 2025, compared to $81,686 for the three months ended December 31, 2024, an increase of $773, which is insignificant.