# Xeriant, Inc.: Form 10-K for the period ended Jun 30, 2026

- Company: [Xeriant, Inc.](/companies/xeri.md) (CIK 1481504)
- Form: 10-K
- Filed: 2026-09-28
- Accepted by EDGAR: Sep 28, 2026, 16:30 ET
- Period: 2026-06-30
- Accession: 0001477932-26-005837
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1481504/000147793226005837/xeri_10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1481504/000147793226005837/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Research and development | 12 months, 2025-07-01 to 2026-06-30 | $99.9k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 12 months, 2025-07-01 to 2026-06-30 | −$1.1m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2025-07-01 to 2026-06-30 | $68.5k | us-gaap:InterestExpense |
| Income tax | 12 months, 2025-07-01 to 2026-06-30 | $15.9k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2025-07-01 to 2026-06-30 | $392.3k | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2025-07-01 to 2026-06-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2025-07-01 to 2026-06-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2025-07-01 to 2026-06-30 | 1,730,233,446 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2025-07-01 to 2026-06-30 | −$791.8k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2025-07-01 to 2026-06-30 | $3.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Current assets | at 2026-06-30 | $91.2k | us-gaap:AssetsCurrent |
| Total assets | at 2026-06-30 | $99.5k | us-gaap:Assets |
| Current liabilities | at 2026-06-30 | $5.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-06-30 | $5.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-06-30 | −$2.0m | us-gaap:StockholdersEquity |

## Business

As filed, 43,718 characters.

Xeriant, Inc. (the “Company) is dedicated to the discovery, development, and commercialization of transformative technologies, with a focus on advanced materials that can be successfully integrated and deployed across multiple industrial sectors. Xeriant’s advanced materials line is marketed under the DUREVER™ brand and includes NexBoard™, a high-performance eco-friendly composite construction panel made from recycled plastic and fiber waste, and NexPatch™, its companion fire-resistant joint compound. Both products use the Company’s proprietary fire-retardant technology, called Durazite™. NexBoard™ has shown exceptional resistance to fire, water, mold, insects, cracking, abrasion, compression and puncture, and was designed to become a universal panel to replace products such as drywall, plywood, OSB, MDF, MgO board, cement board and other materials used in construction. Durazite also has potential uses in many industries looking to improve the performance of their products. The Company seeks strategic partners in the building materials industry and other industries for immediate access to their distribution networks and markets.

### Corporate History

### Formation of Company

The Company was originally incorporated in Nevada on December 18, 2009, under the name Eastern World Solutions, Inc. The name was changed to Banjo & Matilda, Inc. on September 24, 2013. Effective June 22, 2020, the Company changed its name from Banjo & Matilda, Inc. to Xeriant, Inc.

### Share Exchange with American Aviation Technologies

On April 16, 2019, the Company entered into a Share Exchange Agreement with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company focused on the emerging segment of the aviation industry of autonomous and semi-autonomous vertical take-off and landing (VTOL) and unmanned aerial vehicles (UAVs).

On June 28, 2019, the Company spun out two wholly owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD.

On September 30, 2019, the acquisition of AAT closed, and AAT became a wholly owned subsidiary of the Company.

### 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.

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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 at Note 9 below for a summary of the related legal proceedings.

### 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 $6,050,000, consisting of $5,142,500, which was the actual amount funded, plus an original issue discount in the amount of $907,500 for interest on the unpaid principal amount at the rate of zero percent per annum from the issue date until the note becomes due and payable. The closing costs were $433,550, which included $308,550 in fees paid to Maxim and professional fees for completing the transaction. The Note had an initial due date of October 27, 2022. The Auctus Note provides the holder has the option to convert the principal balance to common stock of the Company at a conversion price of the lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company. In connection with the Auctus Note, the Company issued warrants indexed to an aggregate of 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. The exercise price can be adjusted downward to match the price of the Company’s most recent issuances of common shares.

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 November 1, 2022, and (ii) extended the dates for the completion of the acquisition of XTI Aircraft and the uplist of the Company’s common stock to a national securities exchange to November 1, 2022. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 25,000,000 shares of common stock dated July 26, 2022 (the “Warrant”) at an exercise price of $0.09 per share and 5-year term; (ii) make a prepayment of the Note in the amount of $100,000; and (iii) cause a director of the Company to cancel his 10b-5(1) Plan.

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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 March 15, 2023, and (ii) extended the date to file an S-1 registration statement to uplist the Company’s common stock to a national securities exchange to January 15, 2023. In consideration of the Amendment, the Company agreed to (i) grant to Auctus a new Warrant to purchase 25,000,000 shares of Common Stock dated December 27, 2022 (the “New Warrant”) at an exercise price of $0.09 per share and 5-year term, and (ii) make two pre-payment installments of $50,000 on January 15, 2023, and February 15, 2023. On October 6, 2023, the Company received a conversion notice to issue 20,011,500 shares of the Company’s common stock to Auctus which shares were subsequently issued by the Company’s stock transfer agent and the value of the relating shares applied to interest on the Note.

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 $3,570,366 for the year ended June 30, 2023. The Company tested the second modification (“Second 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 $689,621 for the year ended June 30, 2023.

As of June 30, 2024, a total of $50,000 remained outstanding, and was recorded within accounts payable and accrued liabilities on the consolidated balance sheets. As of June 30, 2025, the $50,000 accrued liability was consolidated into the balance of the convertible note payable. During the year ended June 30, 2024, the Company recorded $1,070,729 in default interest related to the note. On October 6, 2023, Auctus converted $200,115 in interest into 20,011,500 shares of common stock and on April 5, 2024, Auctus converted $227,067 in interest into 22,706,700 shares of common stock. As of June 30, 2026, and 2025, the balance of accrued interest of this note was $0 and $643,546, respectively, which is recorded in the accounts payable and accrued liabilities section of the consolidated balance sheets.

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 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 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.

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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 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.

As of June 30, 2026, the Company has not made any cash payments in connection with the settlement agreement.

The Company tested the modification 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 of the modification, the Company extinguished the $5,900,000 principal amount and $643,546 in accrued interest, in exchange for recording a settlement liability of $3,500,000 along with common stock at $300,000 (30,000,000 shares valued at $0.01 per share). This resulted in the Company recording a gain on extinguishment in the amount of $2,743,546. On May 18, 2026, Xeriant and Auctus agreed to an extension of the settlement terms through July 31, 2026, for an extension fee of 46,138,100 shares of Xeriant common shares, which are subject to the leak-out agreement that was part of the Settlement Agreement. On September 23, 2026, Xeriant and Auctus extended the terms of the Settlement Agreement through October 31, 2026, which included a two-year extension of the warrants previously issued to Auctus. The Company is diligently working on securing the funding needed to fulfill its obligations.

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### OUR BUSINESS SUMMARY

### Introduction

Transformative aerospace technologies, including eco-friendly specialty materials, have been successfully commercialized and integrated across multiple industry sectors, and have led to a more prosperous and interconnected global economy. These advancements are producing next-generation materials that can affect every facet of our lives with improved safety, durability and decreased environmental impact.

### Company Overview

Xeriant, Inc. (the “Company) is dedicated to the discovery, development, and commercialization of transformative technologies, with a focus on advanced materials that can be successfully integrated and deployed across multiple industrial sectors. Xeriant’s advanced materials line is marketed under the DUREVER™ brand and includes NexBoard™, a high-performance eco-friendly composite construction panel made from recycled plastic and fiber waste, and NexPatch™, its companion fire-resistant joint compound. Both products use the Company’s proprietary fire-retardant technology, called Durazite™. NexBoard™ has shown exceptional resistance to fire, water, mold, insects, cracking, abrasion, compression and puncture, and was designed to become a universal panel to replace products such as drywall, plywood, OSB, MDF, MgO board, cement board and other materials used in construction. Durazite also has potential uses in many industries looking to improve the performance of their products. The Company seeks strategic partners in the building materials industry and other industries for immediate access to their distribution networks and markets.

### Advanced Materials

A primary focus of the Company is the development and commercialization of eco-friendly advanced materials, including nanotechnology, which have applications across a broad range of industries and the potential to generate significant near-term revenue. Xeriant has developed a very effective fire-retardant technology, called Durazite, that has been incorporated into its proprietary construction materials, namely NexBoard and NexPatch. The Company’s strategy includes potential licensing arrangements, joint ventures, or combinations which could allow for more rapid access to various markets with reduced capital requirements and financial risk. Xeriant is having discussions with potential partner companies in the building materials industry that may provide production and distribution infrastructure, as well as supply chain and financial support. The Company’s advanced materials can also be licensed to companies with products that are not related to construction, to enhance performance and safety, or used in the joint development of new products. For near-term production of its construction materials to meet expected demand indicated by a number of homebuilders and developers, Xeriant has been working with contract manufacturers and its supply chain andplans to scale up production with manufacturing partners that have equipment and systems needed to optimize quality and output. 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 potential strategic partners and 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 at this time, primarily waiting for the production of NexBoard through the contract manufacturing and providing samples to potential buyers who have expressed interest.

As a brief background, starting in 2023, the Company began developing its own advanced materials, including proprietary flame-retardant technology for polymers to be deployed in recycled materials. In 2025, the Company began testing a number of production processes to manufacture its eco-friendly, patented, composite construction panel called NexBoard so that it can be competitive in the market and produced on an industrial scale. In early 2025, the Company began working with nanomaterials, which will help to expand the Company’s portfolio of advanced materials and products. During 2025, the Company also began working with a number of leading manufacturers in other industries, interested in incorporating the Company’s technology into their products. The collaboration is ongoing, and Xeriant expects to begin executing licensing agreements during the fourth quarter of 2026, which should generate revenue.

The Company started its certification testing in June 2026, successfully completing 16 different tests as of the date of this report, in the areas of fire performance, thermal performance, impact resistance, mechanical strength, surface and finish performance, indoor air quality, water and moisture resistance, mold/biologic resistance, and chemical and salt spray resistance. Almost all of the third-party testing needed for NexBoard’s use for interior wallboards used in construction have been completed. Because of the exceptional test results, NexBoard will also be marketed for exterior applications as a potentially universal wallboard. NexBoard will be available in varying thicknesses and sizes including standard 4’ x 8’ panels.

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### Factor X Research Group

Factor X Research Group is Xeriant's advanced research and innovation engine, that was first publicly announced in November 2025. The concept was created by Brigadier General (Ret.) Blaine D. Holt, Xeriant’s Aerospace and Defense Senior Advisor since 2023, who was appointed as its President. The group's mandate spans sectors where Xeriant sees near-term commercialization potential, including aerospace and defense, advanced construction materials, critical infrastructure, and AI-enabled platforms. Factor X is intended to function not as a single product development program but as a systematic technology evaluation and commercialization engine, identifying breakthrough technologies, assessing their commercial readiness across the technology readiness level spectrum, and positioning the Company to pursue partnerships, licensing arrangements, joint ventures, or acquisitions that accelerate value creation for shareholders. Implementation of this division may require access to substantial capital which the Company does not presently have.

The Company believes that the breadth of Factor X's domain coverage, combined with the cross-sector integration of its findings, creates a differentiated capability that few companies of Xeriant's size possess. Factor X has identified seven mission-critical domains, including Materials Science and Nanotechnology, Aerospace and Advanced Flight Systems, Quantum Computing, Data Security and Encryption, Artificial Intelligence, Advanced Quantum-Based Energy Concepts, and Supply Chain Innovation, each selected because it represents a domain where near-term technical breakthroughs are converging with large, addressable commercial markets. These domains were selected to reflect sectors where the Company believes significant near-term and long-term commercialization potential exists, and where convergence across disciplines can create durable competitive advantage.

In the area of Materials Science and Nanotechnology, Factor X's work directly supported the Company's DUREVER™ brand, which includes NexBoard™ and NexPatch™. The Company's proprietary Durazite™ fire-retardant technology, which originated from aerospace research into fire-resistant polymers for aircraft components, exemplifies the Factor X model: a technology platform that crosses from one industry into another, creating compounding commercial value. In the Aerospace and Advanced Flight Systems domain, Factor X monitors the convergence of autonomous UAV systems, hypersonic propulsion, space-based additive manufacturing, and electric vertical takeoff and landing platforms, with emphasis on dual-use applications across military and commercial markets. In Quantum Computing, the division evaluates near-term commercial viability across drug discovery, financial modeling, logistics optimization, and AI acceleration, tracking hardware architectures and error correction milestones as the field approaches practical deployment. The Data Security and Encryption domain focuses on post-quantum cryptography, zero-trust architectures, and AI-driven threat detection, technologies with urgency given that NIST has established 2030 as the post-quantum security compliance deadline for critical systems. Artificial Intelligence research within Factor X encompasses autonomous robotics, predictive analytics, computer vision, and large language models, with particular attention to manufacturing, defense, healthcare, and financial market applications. The Advanced Quantum-Based Energy Concepts domain investigates quantum-enhanced energy harvesting, next-generation fusion concepts, quantum battery architectures, and topological energy transfer, technologies with potential to fundamentally disrupt global energy infrastructure. Finally, Supply Chain Innovation evaluates AI-driven logistics optimization, blockchain-based provenance tracking, autonomous warehousing, and digital twin supply networks, with an emphasis on supply chain resilience and cost reduction across manufacturing, defense, and global trade.

Factor X is designed to function as a modern counterpart to Lockheed Martin's legendary Skunk Works, uniting elite scientific and engineering talent under a single mission: compress development cycles, integrate breakthrough systems across disciplines, and drive disruptive technologies from early discovery into scalable deployment. The unifying conviction of Factor X is that the most consequential technologies of the next decade will not emerge from within a single discipline, but from the collision of several at once. Factor X identifies, evaluates, and commercializes technologies with transformative potential across defense, critical infrastructure, energy, and industry. The Factor X model is not simply to track emerging technology, but to evaluate it rigorously, identify commercialization pathways, and position Xeriant to capture value at the moment a technology crosses from early stage promise into scalable, deployable reality. The division is composed of a network of world-class experts in science and technology and represents one of the Company's core trademarks: Technologies that Define the Future™. Factor X was established to create a force multiplier where top talent collaborates to shift outdated paradigms and accelerate breakthrough innovation. General Holt's appointment builds on his expanded strategic role within the Company, which includes identifying acquisition candidates and high-impact technologies across artificial intelligence, quantum computing, and data science.

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### Industry Overview/Market Opportunity

### Advanced Materials

Aerospace innovation has historically served as one of the most consequential drivers of broader scientific and technological progress, producing breakthroughs in polymer chemistry, composites science, fire retardant technology, thermal management, and structural engineering that have ultimately found their way into construction, transportation, healthcare, electronics, and manufacturing. Research initiatives originally developed to solve extreme performance challenges in aircraft design, particularly the need for materials that are simultaneously lightweight, structurally superior, and resistant to heat, flame, and environmental degradation have created the foundation for an entirely new category of commercial materials that are now reshaping industries far beyond aerospace.

The global advanced materials market was valued at approximately $72.3 billion in 2025 and is projected to reach $127.6 billion by 2033, expanding at a compound annual growth rate of approximately 7.4 percent during the forecast period. The U.S. Department of Energy has announced nearly $1 billion in funding to strengthen the domestic critical minerals and advanced materials supply chain, reflecting the national strategic priority placed on this sector. Growth is being driven by simultaneous demand from aerospace and defense, automotive and electric vehicle manufacturing, electronics, energy systems, healthcare, and construction, a cross-sector demand profile that makes advanced materials one of the most broadly addressable markets in the global economy. (Futuredatastats, Research Nester)

One of the most recognized and commercially significant areas within advanced materials is polymer chemistry, encompassing the development of plastic composites, fire retardants, and engineered surface systems. Technical improvements in aircraft design have shifted emphasis from speed and range toward efficiency and sustainability, creating sustained demand for structural materials that are lightweight, flame-resistant, and dimensionally stable across extreme temperature ranges. Plastic composites using carbon fiber are increasingly used in aircraft structural components, displacing aluminum, while aircraft interiors increasingly incorporate engineered polymer panels, flame-resistant materials, and lightweight alloys to reduce overall aircraft weight and improve fuel efficiency. These aerospace-grade material innovations are now being translated into construction and industrial applications, where the performance requirements, namely fire resistance, moisture resistance, structural integrity, and environmental sustainability, map closely onto the performance envelope that aerospace materials were originally developed to satisfy.

Composites represent one of the fastest-growing segments within the advanced materials market, driven by technologies such as additive manufacturing, nanotechnology, and advanced composite engineering that are transforming material design and manufacturing processes. Advanced polymer composites can be fabricated from a broad range of polymer matrices, including polypropylene, polyethylene, polystyrene, polyvinyl chloride, and polyamide, which are inherently water-resistant, and reinforced with materials including fiberglass, carbon fiber, cellulose fiber, various minerals, or wood to provide enhanced mechanical strength. Additives, nanotechnology-enhanced surface systems, and decorative finishes can further enhance properties to achieve fire resistance, mold resistance, chemical resistance, and dimensional stability that conventional materials cannot match. When manufactured at standard commercial dimensions from recycled plastic and fiber waste, these composite panels qualify as green building products, reducing landfill burden, incorporating post-consumer and post-industrial recycled content, and contributing to energy efficiency through improved insulation performance. (Skyquestt)

The construction industry is experiencing accelerating demand for sustainable building practices, which is driving market growth for advanced materials that meet or exceed the performance requirements of conventional building products while addressing their environmental limitations. Green building materials have become a durable and energy-efficient solution applicable across a wide range of infrastructure applications, and new construction of governmental buildings, office complexes, schools, healthcare facilities, and residential structures is increasingly specifying eco-friendly alternatives. The U.S. Leadership in Energy and Environmental Design (LEED) rating system, the most widely used green building certification program in the country, and comparable international programs are creating procurement requirements that favor advanced composite materials over conventional gypsum and wood-based panels. Several major economies have launched programs with subsidies and incentives to promote green construction methods with the goal of delivering affordable, sustainable, and resilient housing at scale. As part of ongoing global infrastructure investment, renovation and retrofit construction programs, including the replacement of aging building envelopes and interior systems, frequently mandate the use of green materials, creating additional near-term demand for performance-superior alternatives to the conventional drywall and wood panel products that currently dominate the construction market.

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The environmental limitations of conventional building materials are increasingly well documented and are becoming codified into regulatory and procurement requirements that accelerate the transition to advanced alternatives. Gypsum-based drywall, when landfilled, can release hydrogen sulfide gas, a toxic, corrosive, and flammable compound that harms air quality, poses serious health risks, and contaminates soil and groundwater. Drywall manufacturing is among the most energy-intensive and carbon-producing processes in the construction materials sector. Wood-based structural panels, including plywood, oriented strand board (OSB), and medium density fiberboard (MDF), contribute to deforestation, which generates approximately 17 percent of global greenhouse gas emissions and incorporate formaldehyde-based resin binder systems that off-gas hazardous air pollutants throughout the service life of the building. The construction industry's growing recognition of these environmental and health liabilities, combined with tightening regulatory standards and the increasing cost of conventional disposal, is creating a structural, long-term market opportunity for performance-superior, environmentally responsible advanced composite materials.

### Construction Materials — Wallboards and the NexBoard™ Opportunity

The global market for interior and structural construction panels, encompassing gypsum-based drywall, plywood, OSB, MDF, cement board, and magnesium oxide (MgO) board, represents one of the largest and most mature segments of the global construction materials industry. The global drywall market alone reached approximately $44.8 billion in 2024 and is projected to grow at a compound annual growth rate of approximately 6.2 percent through 2034, reaching nearly $81.7 billion. The global wood-based panel market, encompassing plywood, OSB, MDF, and particleboard, was valued at approximately $260 billion in 2024 and is projected to reach $462 billion by 2033, growing at a CAGR of 6.6 percent. Together, these markets represent a combined addressable opportunity that the Company estimates at approximately $56.7 billion in the United States alone across drywall, plywood, OSB, MDF, and MgO board segments. Despite the size and maturity of these markets, the products that dominate them, gypsum drywall, plywood, and OSB, have seen little fundamental innovation in their core material chemistry for decades, and each carry well-documented performance limitations and environmental liabilities that create a structural opening for a genuinely superior alternative. (Research And Markets, Straits Research)

Gypsum-based drywall, which represents the largest single segment of the interior panel market, is susceptible to moisture damage and mold growth, is among the least structurally capable of any panel in common use, poses significant environmental hazards at end of life through hydrogen sulfide gas release in landfills, and requires a minimum of three coats of joint compound, with associated labor time and material waste, due to the high shrinkage characteristics of conventional finishing compounds. Standard drywall absorbs 25 to 35 percent of its weight in water under 24-hour immersion conditions, delaminating and structurally failing under sustained moisture exposure.

Wood-based panels including plywood, OSB, and MDF carry fire performance limitations that render them unsuitable for commercial and institutional applications without additional protective assemblies; all three fail the demanding NFPA 286 full-room corner burn test outright and are classified Class C or Class B–C under ASTM E84 surface burning testing. OSB and MDF are particularly susceptible to formaldehyde off-gassing from their resin binder systems, posting VOC content of 100 to 300 grams per liter, far exceeding the thresholds required for LEED, EPA, and GREENGUARD certification. MgO board and cement board, while offering some improvement in moisture and fire performance, present significant weight disadvantages, workability limitations, and in the case of certain MgO board formulations, documented long-term moisture absorption and corrosion issues at fastener locations.

NexBoard™, Xeriant's DUREVER™ brand advanced composite wall panel, is the Company's primary commercial product and is designed to address each of these limitations simultaneously across a single panel platform. Manufactured with post-consumer and post-industrial recycled plastic and fiber waste and incorporating the Company's proprietary Durazite™ nanotechnology-enhanced intumescent fire-retardant chemistry, NexBoard has been independently certified through accredited third-party laboratory testing across a comprehensive range of performance standards that collectively position it as a credible candidate for designation as a universal construction panel capable of replacing drywall, plywood, OSB, MDF, MgO board, and cement board across a broad range of construction applications. The Company holds U.S. Patent No. 12,679,047 covering NexBoard's specialized manufacturing process, novel composition, and layering architecture.

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Under fire performance testing, NexBoard achieved a Class A fire rating under ASTM E84 with virtually no flame spread and zero smoke, and passed the demanding NFPA 286 full-room corner burn test with zero smoke and combustion. These results qualify NexBoard for commercial and institutional fire code applications in which OSB, MDF, and plywood cannot be used without additional protective assemblies. Under structural and mechanical performance testing, NexBoard recorded a tensile strength, compressive strength, and fastener pull-through resistance significantly greater than standard drywall. Under impact resistance testing, NexBoard exceeded Level 3, the highest defined impact classification. Under moisture resistance testing, NexBoard recorded only 3.47 percent water absorption compared to 25 to 35 percent for drywall, and remained structurally sound through seven days of continuous immersion, conditions under which conventional drywall undergoes complete structural failure. Under extreme conditioning at 160°F and 97% relative humidity, NexBoard recorded less than one percent moisture absorption after 28 days. NexBoard achieved a perfect score of 10 under the mold resistance test, the highest possible rating, indicating zero mold growth after 28 days. Under chemical resistance testing, NexBoard showed no change after 168-hour exposure to 14 chemical reagents and showed no corrosion at fastener locations after 96 hours of salt spray exposure. Surface layer adhesion testing returned the highest possible rating, indicating that NexBoard's Durazite™ surface layer can immediately accept paint, epoxies, urethanes, and specialty finishes without primer or surface preparation. VOC content measured below the threshold required for EPA, CARB, LEED, and GREENGUARD certification.

This combination of independently certified performance results across fire, structural, moisture, mold, chemical, and environmental categories, and that no single competing product achieves equivalent performance across all of these dimensions simultaneously, supports the Company's positioning of NexBoard as a universal construction panel with the potential to address multiple large, distinct market segments from a single product platform. The Company's near-term commercial strategy as production volume ramps up, is to focus on the residential and commercial construction markets for specialty wallboard applications, with particular emphasis on homebuilders, commercial contractors, restaurant, healthcare and institutional facilities, and coastal and high-humidity applications where NexBoard's moisture and mold resistance provides the most immediate and compelling value proposition relative to conventional materials.

The Company estimates its total addressable U.S. market across the panel categories NexBoard is designed to replace at approximately $56.7 billion. Theinitia. The construction panel market is large, mature, geographically distributed, and supply-chain-intensive, and the Company recognizes that achieving commercial scale may require substantial investment in manufacturing capacity, distribution infrastructure, and market development. The Company believes that NexBoard's certified performance advantages, its sustainability profile as a product manufactured from recycled materials and fully recyclable at end of life, and the growing regulatory and market preference for performance-superior green building materials together represent a durable and strategically significant commercial opportunity.

### NexPatch™ - Joint Compound Market Opportunity

NexPatch™, the Company's DUREVER™ brand fire-resistant finishing compound, is the purpose-engineered joint treatment system for NexBoard™ installations and a standalone commercial product addressing a U.S. joint compound market estimated at approximately $940 million in annual revenue. NexPatch is formulated with the same proprietary Durazite™ intumescent fire-retardant chemistry as NexBoard, ensuring that the Class A fire rating and NFPA 286 performance of the NexBoard assembly carry through continuously across every joint, seam, and repair, a capability that no conventional joint compound product can provide. Under independent testing, NexPatch recorded only 0.92 percent shrinkage after 28 days with no surface cracking, compared to shrinkage of 15 to 25 percent by volume for conventional premixed joint compounds, which require a minimum of three application coats and associated drying time to build a flush, finished surface. NexPatch's near-zero shrinkage enables a single-pass application, eliminating the tape coat and multiple filler coats required by standard products, directly reducing labor hours, material consumption, and project completion time. NexPatch also achieved a perfect score of 10 for mold resistance testing, the highest possible rating, and demonstrated zero water absorption on the Durazite™ surface, while conventional joint compounds are fully hydrophilic and disintegrate under sustained moisture exposure. The Company estimates its NexPatch total addressable U.S. market at approximately $940 million.

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### Intellectual Property

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. On March 31, 2026, the Company received a Notice of Allowance issued by the United States Patent and Trademark Office (USPTO) for the Company’s patent application (Serial No. 18/623,359) covering its proprietary technology. The formal patent was issued to Xeriant on July 14, 2026. Just prior to that date, Xeriant filed a continuation patent application seeking additional patent claim coverage for the inventions described in the application, and a PCT (Patent Cooperation Treaty) application, an international patent application that extends the deadline for pursuing patent protection in desired PCT member countries.

The Company owns a 64% interest in its subsidiary, American Aviation Technologies, LLC (“AAT”), which owns a patented VTOL drone/aircraft concept called Halo. All intellectual property rights to Halo, including patents and applications for patents, were acquired on October 2, 2018. A Halo utility patent was filed on September 28, 2018, which was a continuation of U.S. Patent Application Serial No. 12/157,180, filed June 5, 2008, which claimed the benefit of and priority to U.S. Patent Application Serial No. 60/941,965, filed June 5, 2007, with both prior applications fully incorporated in their entireties and for all purposes. With respect to the first and subsequent utility patent application filings we have received the following U.S. Patents, namely, U.S. Patent No. 10,450,063 issued on October 22, 2019; U.S. Patent No. 10,814,974 issued on October 27,2020; and U.S. Patent No. 11,597,512 issued on March 7, 2023.

The Company has been issued registered trademarks for the name Xeriant and for the tag line “Innovation Soaring.” The following trademark applications have been filed with the U.S. Patent and Trademark office and are pending: “Evolution in Flight,” “NexBoard™,” “Technologies that define the future,” “DUREVER™,” “NexPatch,” and “NexWool.” “Durazite,” “Nex-Gen of Building Materials,” and another Xeriant application are in the process of being filed.

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### CONSIDERATIONS RELATED TO OUR BUSINESS

## Risk factors

As filed, 66,328 characters.

*An investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, including our financial statements and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.*

### RISKS RELATING TO OUR FINANCIAL POSITION AND CAPITAL NEEDS

### We are in our development stage and have a limited operating history.

We are a development-stage enterprise with a limited operating history with no sales, and operating losses since its inception. We will need to continue building our organization and team to competently evaluate and secure business opportunities for the development of sophisticated technologies. As an early-stage business we will likely encounter unforeseen costs, expenses, competition and other problems to which such businesses are often subject. Our likelihood of success will depend on the problems, uncertainties, unexpected costs, difficulties, complications and delays frequently encountered in developing and expanding a new business and the competitive environment in which we plan to operate. If we fail to successfully address these risks, our business, financial condition and results of operations would be materially harmed.

***We anticipate operating losses to continue into the foreseeable future and substantial additional capital may be required that may not be available on acceptable terms.***

Currently, there is no revenue being generated and we have significant operating losses that are expected to continue into the foreseeable future. There is no assurance that we will be able to raise the capital that will be required to commence and sustain operations and execute our business plan, which involves raising capital for acquisitions as well as developing and commercializing technologies. We are especially focused on the green construction materials business, namely DUREVER™ building products, which includes a line of composite products primarily made from recycled thermoplastics, reinforcement materials and fire-retardant chemicals for use in walls, ceilings, flooring, framing, siding, roofing, molding and decking. The production of green building materials requires establishing manufacturing operations in the United States, whether through contract manufacturing or setting up our own facilities. Should we be unable to raise sufficient capital required to set up manufacturing facilities to produce NexBoardTM products, we would lose the ability to deliver NexBoard to interested buyers and incur continued operating losses.

We expect capital outlays and operating expenditures to increase as we expand our product offerings and marketing activities. Our business or operations may change in a manner that would consume available funds more rapidly than anticipated, and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhanced products or services, acquire complementary products, businesses or technologies or otherwise respond to competitive pressures and opportunities. Furthermore, any equity or debt financings, if available at all, may be on terms which are not favorable to the Company (and therefore its shareholders) and, in the case of a new equity offering by the Company, existing shareholders will be diluted unless they purchase their proportionate share of the equity offering. If adequate capital is not available on economically viable terms and conditions, the Company’s business, operating results and financial condition may be materially adversely affected.

***The high capital requirements of building materials manufacturing may require us to seek large-scale financing, including potential green bond financing or similar structured debt instruments, that may not be available on terms acceptable to us or at all.***

Our long-term manufacturing strategy contemplates the potential use of large-scale financing structures, including green bond financing or similar instruments, to fund dedicated NexBoard manufacturing facilities and equipment. Green bond financing is subject to certification requirements, use-of-proceeds restrictions, and ongoing reporting obligations that could restrict our operational flexibility. If market conditions change, interest rates rise materially, investor appetite for green bond instruments declines, or our financial condition or project economics do not meet underwriting standards, we may be unable to complete such financing on acceptable terms or at all. The failure to secure large-scale manufacturing financing when needed could prevent us from scaling production to meet commercial demand, resulting in the loss of customer orders, damage to our market reputation, and material harm to our business and financial condition.

***We will need to resolve the obligations required by the Auctus Fund LLC Senior Secured Note.***

The Company has a Senior Secured Promissory Note with Auctus Fund LLC (“Auctus”), which became due and payable on March 15, 2023, after two Amendments. Effective October 29, 2025, Xeriant entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related Xeriant obligations. The Settlement Agreement terms were extended through October 31, 2026. If Auctus elects to convert the note into shares of our Common Stock, our shareholders could experience substantial dilution.

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***Not obtaining sufficient financing will jeopardize our operations and the ability to execute our business plan.***

We need to raise additional debt and/or equity financing to fund future operations and to provide working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet our needs. If cash resources are insufficient to satisfy our on-going cash requirements, the Company will be required to scale back or discontinue its product development programs or obtain funds if available (although there can be no certainties) through strategic alliances that may require us to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be in terms that are satisfactory to us. Even if we are able to obtain financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. As a result, we can provide no assurance as to whether or if we will ever be profitable. If we are not able to achieve and maintain profitability, the value of our company and our common stock could decline significantly.

***Our recurring operating losses have raised substantial doubt regarding our ability to continue as a going concern.***

Our recurring operating losses raise substantial doubt about our ability to continue as a going concern. This condition is expected to continue for the foreseeable future until we can produce sufficient revenues to cover our costs as we seek to raise funding and invest in our operations as well as our sales and marketing efforts. Given this financial situation, no assurance can be given that we will be able to raise capital in the future on acceptable terms, or at all. As a result, our independent registered public accounting firm included an explanatory paragraph in its report in our consolidated financial statements for the most recent fiscal years with respect to this uncertainty. The perception of our ability to continue as a going concern may make it more difficult for us to obtain financing for the continuation of our operations and could result in the loss of confidence of investors, partners and employees.

### RISKS RELATING TO OUR BUSINESS OPERATIONS

***Our business is substantially concentrated in the building materials industry, and adverse conditions in that industry could materially harm our results of operations.***

A substantial portion of our anticipated revenues and commercial activities is dependent on the construction and building materials industry, and specifically on the market for interior and exterior wall panels, and finishing compounds for residential, commercial, and institutional construction applications. Accordingly, our business is subject to risks specific to that industry, including cyclical downturns in residential and commercial construction activity driven by rising interest rates, declining housing starts, reduced consumer spending, tightening credit conditions, and adverse real estate market conditions. Construction activity is historically one of the most interest-rate-sensitive sectors of the economy, and periods of elevated borrowing costs can suppress new construction starts for sustained periods. In addition, our anticipated customer base, including homebuilders, commercial contractors, institutional facility managers, and building material distributors, is itself subject to economic pressures that could delay or reduce purchasing decisions. Our heavy concentration in a single industry means that we do not have diversified revenue streams that could offset a downturn in building materials demand. If construction activity declines materially, or if our target customer segments reduce capital expenditures or defer purchasing decisions, our revenues, cash flow, and results of operations could be materially and adversely affected.

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***Widespread acceptance of NexBoard™ as a replacement for conventional building materials may be slow, uncertain, and more costly than anticipated due to established procurement relationships and resistance to change.***

The construction industry is characterized by deeply entrenched purchasing habits, long-standing supplier relationships, established specification standards, and significant institutional resistance to the adoption of new materials, even when those materials offer demonstrably superior performance characteristics. Builders, contractors, architects, and building owners often default to familiar materials, including drywall, plywood, and OSB, not because those materials are optimal but because they are familiar, widely distributed, and supported by established installation practices, workforce training, and supply chain infrastructure. Gaining acceptance of NexBoard as a substitute for these conventional materials will require extensive education of architects, specifiers, contractors, and building inspectors; investment in training programs for installation crews; inclusion in building codes and specification guides that currently reference only conventional materials; and a sustained period of demonstrated field performance to build market confidence. We may encounter resistance from established industry participants, including drywall manufacturers, distribution networks, and trade organizations, who may have economic interests in maintaining the status quo. Even if NexBoard's technical performance advantages are widely recognized, the transition from awareness to specification to procurement to widespread adoption may take significantly longer and require significantly more marketing and business development investment than we currently anticipate. If we are unable to achieve broad industry acceptance within a commercially reasonable timeframe, our ability to generate revenues and reach profitability could be materially and adversely affected.

***The manufacture of NexBoard™ at commercial scale requires substantial capital investment that we may be unable to raise on acceptable terms or at all.***

The transition from contract manufacturing to dedicated, internally operated manufacturing facilities capable of producing NexBoard at commercial scale requires substantial capital investment in specialized equipment, which may include injection molding tooling and equipment, sheet extrusion equipment, coating systems equipment, and associated production infrastructure. A fully operational, dedicated manufacturing facility capable of meeting anticipated market demand would require capital outlays that significantly exceed our current resources and near-term financing plans. The specialized nature of the equipment required means that off-the-shelf solutions are not available and lead times for custom equipment procurement are extended. If we are unable to raise the capital necessary to fund manufacturing infrastructure on terms that are economically viable, or if equipment procurement, installation, and commissioning encounters delays, cost overruns, or technical challenges, our ability to fulfill commercial orders, meet customer commitments, and scale revenues could be severely impaired. Additionally, the construction of or transition to owned manufacturing facilities will introduce fixed cost structures, lease or mortgage obligations, and employee headcount that could increase our operating losses in the near term before manufacturing scale and revenue growth provide adequate cost coverage.

***Our reliance on contract manufacturing introduces risks of quality control, production capacity, delivery reliability, and confidentiality that are outside of our direct control.***

We depend on contract manufacturing partners for the production of NexBoard This reliance introduces risks that we cannot fully control or mitigate, including the risk that our contract manufacturers may not maintain the quality standards required to produce NexBoard to our specifications, experience capacity constraints that limit our ability to fulfill customer orders, fail to meet delivery timelines that could damage our customer relationships, or, in the case of the termination of a manufacturing relationship, leave us without production capacity for an extended period while we identify and qualify alternative manufacturers. Contract manufacturing relationships are also subject to the risk that the manufacturer could, intentionally or inadvertently, disclose, replicate, or reverse-engineer our proprietary Durazite™ formulation or manufacturing processes, which could compromise our competitive position even if those processes are protected by our U.S. Patent No. 12,679,047. While we believe our patent provides meaningful protection, the risk of trade secret misappropriation in a contract manufacturing environment is inherently difficult to eliminate entirely.

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***We face pricing pressure from established, well-capitalized competitors in the construction materials market who benefit from economies of scale, entrenched distribution networks, and lower per-unit production costs.***

Our primary competitors in the construction panel market, manufacturers of gypsum drywall, plywood, OSB, and MDF, include some of the largest building materials companies in the world. These companies benefit from fully depreciated manufacturing facilities, decades of production optimization, established nationwide distribution infrastructure, existing relationships with major homebuilders and commercial contractors, and per-unit production costs that reflect the advantages of very high-volume manufacturing. NexBoard, as a new entrant with a novel material composition and manufacturing process, is unlikely to achieve comparable per-unit costs in the near to medium term, and we may face pricing pressure from incumbent products whose manufacturers are willing to reduce margins to defend their market position. If we are unable to price NexBoard competitively relative to conventional alternatives while still maintaining margins sufficient to support our operations, or if established competitors respond to NexBoard's market entry with aggressive pricing strategies, our commercial prospects and financial condition could be materially and adversely affected.

***Our products may be subject to building code approval processes, certification requirements, and regulatory compliance obligations that could delay or restrict commercialization.***

The construction materials industry is subject to extensive building codes, fire safety regulations, environmental regulations, and product certification requirements at the federal, state, and local levels, including the International Building Code, NFPA standards, EPA and CARB VOC emission standards, and LEED certification requirements. NexBoard has obtained a number of important independent laboratory certifications, including ASTM E84 Class A fire rating and NFPA 286 passage, but there is no assurance that NexBoard will be accepted in all jurisdictions without additional testing, local code approval processes, or product listing by recognized testing laboratories such as UL or ICC-ES. Building inspectors and local authorities having jurisdiction may be unfamiliar with composite polymer panels and may require additional documentation, testing, or approvals before allowing NexBoard to be installed in buildings subject to their oversight. Any delays in obtaining required local approvals, or any failure to obtain or maintain necessary certifications, could restrict our ability to market and sell NexBoard in affected markets and could materially harm our revenues and competitive position.

***Our operations and products may be subject to environmental, health, and safety regulations that could increase our costs or restrict our operations.***

The manufacture of NexBoard incorporates recycled thermoplastics, fire-retardant chemicals, and nanotechnology-enhanced materials that may be subject to environmental, health, and safety regulations at the federal, state, and local levels, including regulations administered by the Environmental Protection Agency, the Occupational Safety and Health Administration, and state environmental agencies. Changes in applicable environmental regulations, including regulations relating to chemical manufacturing, volatile organic compounds, nanomaterial handling and disclosure, and end-of-life product disposal, could require us to modify our manufacturing processes, reformulate our products, or incur additional compliance costs. Although we believe our products are designed to meet or exceed current environmental standards, we cannot predict the nature or timing of future regulatory changes that could affect our products or operations.

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***If we are unable to effectively manage our growth, our ability to implement our business strategy and our operating results will likely be materially adversely affected.***

Implementation of our business plan will place a significant strain on our management who must develop administrative, operating and financial infrastructures. To manage our business and planned growth effectively, we must successfully develop, implement, maintain and enhance our financial and accounting systems and controls, identify, hire and integrate new personnel and manage expanded operations. Salaries and benefits of additional personnel can be expected to place significant stress on our financial condition and the availability of such qualified personnel may be limited. There is no assurance that we will be able to manage the operational requirements related to implementing our business strategy.

### We are dependent on key personnel.

Our success depends on our ability to identify, hire, train and retain highly qualified, specialized and experienced management and technical personnel. In addition, as we enter new areas of technology, we will need to hire additional highly skilled personnel. Competition for personnel with the required knowledge, skill and experience may be significant, and we may not be able to attract, assimilate or retain such personnel. The inability to attract and retain the necessary managerial and technical personnel could have a material adverse effect on our business, results of operations and financial condition.

***Operations could be adversely affected by interruptions from suppliers of components that are beyond our control.***

Our technology, product development and sales could be adversely affected by interruptions in the supply of necessary components which are sourced from a variety of domestic and international vendors, suppliers and distributors, especially chemicals. We are also dependent upon third parties to timely deliver supplies that meet our specifications at competitive prices. Shortages or interruptions in the supply of these items, including electronic components, raw materials and chemicals could adversely affect the availability, quality and cost of items we sell. If such shortages result in increased cost of our supplies, we may not be able to pass along all of such increased costs to our customers. Such shortages or disruptions could be caused by transportation issues, inclement weather, natural disasters, increased demand, problems in production or distribution, restrictions on imports or exports, the inability of vendors to obtain credit, political instability in the countries in which suppliers and distributors are located, the financial instability of suppliers and distributors, suppliers’ or distributors’ failure to meet our standards, product quality issues, inflation, the price of gasoline, other factors relating to the suppliers and distributors and the countries in which they are located, safety regulations, warnings or advisories or the prospect of such pronouncements, the cancellation of supply or distribution agreements or an inability to renew such arrangements or to find replacements on commercially reasonable terms, or other conditions beyond our control. A shortage or interruption in the availability of certain electronic components, like servos and switchboards for industrial manufacturing equipment, chemicals, raw materials or supplies could increase costs and limit the availability of products critical to our operations, which in turn could lead to a significant reduction in our revenue.

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### Changes in the economy could have a detrimental impact on the Company.

Changes in the general economic climate could have a detrimental impact on our revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect the Company. A worsening economy such as we experienced due to the Covid-19 pandemic may have a material adverse effect on our financial results and on your investment.

***Our business, results of operations and financial condition may be adversely impacted by pandemics or other significant public health conditions.***

The COVID-19 pandemic negatively affected the U.S. and global economy several years ago, resulting in significant travel restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of supply chains and the financial markets. The extent to which our operations may be impacted by the re-occurrence of this pandemic or other public health conditions cannot be accurately predicted, including actions by government authorities to contain an outbreak or treat its impact. We may experience materially adverse impacts on our business due to a number of potential economic conditions. The impact of significant public health conditions may also exacerbate other risks discussed in these risk factors, any of which could have a material effect on us.

### Our success is dependent upon our keeping pace with the advances in technology.

We are positioned as a technology company. Some of our initiatives will be dependent on the technology of other companies. Systems and components may be impacted by rapid changes in technology, including the emergence of new industry standards and practices that could require us to make modifications to its platform. Our performance will depend, in part, on our ability to continue to enhance our existing technology or develop new technology that addresses the increasingly sophisticated and varied needs of the market, license leading technologies and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of our proprietary technology entails significant technical as well as business risks. We may be unsuccessful in using new technologies effectively or adapting its systems or other proprietary technology to the requirements of emerging industry standards. If we are unable to adapt to these changes and demands, our results of operations and financial condition could be materially and adversely affected.

### We could face liability or disruption from security breaches.

Our technology and development process involves the storage of critical, secure and proprietary information. Our communications and computer infrastructure are potentially vulnerable to both physical and electronic invasions, such as cyberattacks and security breaches. We may be required to expend significant capital and other resources to defend against and lessen or correct the adverse effects of these invasions. Any such invasion could result in significant damage to us. A person who is able to circumvent the security measures employed by us could capture proprietary information; alter or destroy our information; or cause interruptions of our operations.

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***Litigation may adversely affect our business, financial condition, and results of operations.***

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

***Our insurance coverage may be inadequate to cover all significant risk exposures.***

While we intend to maintain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, and results of operations. We do not have any business interruption insurance. Any business disruption could result in substantial costs and diversion from executing our business plan.

### RISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES

***We may fail to retain or recruit necessary personnel, and we may be unable to secure the services of consultants.***

As of the date of this filing, our management team of four people is currently paid as consultants or independent contractors. We also have engaged and plan to continue to engage outside consultants called Senior Advisors to advise us and have been and will be required to retain additional consultants and employees. Our future performance will depend in part on our ability to successfully integrate newly hired officers into our management team and our ability to develop an effective working relationship among senior management.

Certain of our directors, officers, advisors, and consultants serve as officers, directors, advisors, or consultants of other companies that might be developing competitive products. Other than corporate opportunities, none of our directors are obligated under any agreement or understanding with us to make any additional products or technologies available to us. Similarly, we can give no assurance, and we do not expect, and stockholders should not expect, that any product or technology identified by any of our directors or affiliates in the future would be made available to us other than corporate opportunities. We can give no assurance that any such other companies will not have interests that are in conflict with its interests.

Losing key personnel or failing to recruit necessary additional personnel would impede our ability to attain our development objectives. There is intense competition for qualified personnel in the technology field, and we may not be able to attract and retain the qualified personnel we need to develop our business.

We rely on independent organizations, advisors and consultants to perform certain services for us, including handling substantially all aspects of regulatory approval, manufacturing, marketing, and sales. We expect that this will continue to be the case. Such services may not always be available to us on a timely basis.

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***We may be subject to claims that our consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of their other clients or former employers to us.***

As is common in the technology industry, we engage the services of consultants to assist in the development of our products. Many of these consultants were previously employed at or may have previously been or are currently providing consulting services to other technology companies, including our competitors or potential competitors. We may become subject to claims that we or our consultants have inadvertently or otherwise used or disclosed trade secrets or other proprietary information about our former employers or their former or current customers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

### RISKS RELATED TO OUR INTELLECTUAL PROPERTY

***Unauthorized disclosure or reverse engineering of our proprietary fire-retardant formulation could materially compromise our competitive position, even if patent protection is in place.***

Our competitive advantage is substantially dependent on our proprietary fire-retardant formulation, which is incorporated into both NexBoard™ and NexPatch™. While we hold U.S. Patent No. 12,679,047 covering our specialized manufacturing process, novel composition, and layering architecture, the value of that patent protection is limited by our ability to detect and pursue infringement, and by the scope of the patent claims relative to alternative formulations that competitors might develop. Patent protection does not prevent competitors from independently developing alternative materials that achieve similar performance characteristics through different chemical approaches, nor does it prevent the misappropriation of trade secrets and know-how that is not captured within the patent claims. If our proprietary formulation were reverse engineered, disclosed by a former employee, consultant, or contract manufacturer, or independently replicated by a well-resourced competitor, our competitive differentiation could be substantially reduced and our investment in research and development could be significantly devalued. We may not detect such misappropriation until significant commercial harm has already occurred, and the cost and uncertainty of litigation to enforce our rights could be prohibitive.

***Third parties may challenge the validity or enforceability of U.S. Patent No. 12,679,047, and an adverse outcome could materially harm our competitive position and commercial prospects.***

We hold U.S. Patent No. 12,679,047, which we believe provides meaningful protection for key aspects of NexBoard's manufacturing process and composition. However, this patent may be challenged through post-grant proceedings at the U.S. Patent and Trademark Office, including inter partes review and post-grant review, or through invalidity claims raised as defenses in litigation. The outcome of patent validity proceedings is inherently uncertain, and a determination that our patent is invalid, unenforceable, or narrower in scope than we believe could significantly weaken our ability to prevent competitors from manufacturing and selling products that compete directly with NexBoard. In addition, because our patent was issued in connection with a novel and proprietary process, and because the prior art landscape in polymer composites and fire-retardant chemistry is complex, there is a risk that prior art exists of which we are unaware that could be cited against our patent in a validity challenge. Any such challenge, regardless of its ultimate outcome, could require us to expend significant financial and management resources in defense, and could create uncertainty regarding our intellectual property position that negatively affects investor confidence, partnership discussions, and commercial relationships.

***If competitors develop products that design around our patents or independently achieve comparable performance characteristics, our competitive advantages may be diminished.***

Our existing patent covers specific aspects of NexBoard's manufacturing process, composition, and layering architecture. It may be possible for competitors, particularly well-resourced building materials manufacturers or chemical companies, to develop composite panel products that achieve performance characteristics similar to NexBoard through alternative polymer matrices, different fire-retardant chemistries, or modified manufacturing processes that do not infringe our patent claims. The construction materials market has a history of rapid product innovation, and if a large, established manufacturer were to develop a competing product with comparable or superior performance, that competitor's existing manufacturing scale, distribution infrastructure, and customer relationships would represent significant competitive advantages over us. We cannot assure that our patent protection will be sufficient to prevent such competitive development or to maintain our current performance-based differentiation over the long term. We will also rely on trade secrets, know-how and technology, which are not protected by patents, to maintain our competitive position. We will seek to protect this information by entering into confidentiality agreements with parties that have access to it, such as strategic partners, collaborators, employees, contractors and consultants. Any of these parties may breach these agreements and disclose our confidential information or our competitors might learn of the information in some other way. If any trade secret, know-how or other technology not protected by a patent were disclosed to, or independently developed by, a competitor, our business, financial condition and results of operations could be materially adversely affected.

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***We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights, as well as costs associated with lawsuits.***

If any other person filed patent applications, or is issued patents, claiming technology also claimed by us, we may be required to participate in interference or derivation proceedings in the U.S. Patent and Trademark Office to determine priority and/or ownership of the invention. Our licensors or we may also need to participate in interference proceedings involving issued patents and pending applications of another entity.

The intellectual property environment in our industry is particularly complex, constantly evolving and highly fragmented. Other companies and institutions have issued patents and have filed or will file patent applications that may issue into patents that cover or attempt to cover products, processes or technologies similar to ours. We have not conducted freedom-to-use patent searches on all aspects of our product candidates or potential product candidates and may be unaware of relevant patents and patent applications of third parties. In addition, the freedom-to-use patent searches that have been conducted may not have identified all relevant issued patents or pending patent applications. We cannot provide assurance that our proposed products in this area will not ultimately be held to infringe one or more valid claims owned by third parties which may exist or come to exist in the future or that in such case we will be able to obtain a license from such parties on acceptable terms.

We cannot guarantee that our technologies will not conflict with the rights of others. In some foreign jurisdictions, we could become involved in opposition proceedings, either by opposing the validity of others’ foreign patents or by persons opposing the validity of our foreign patents.

We may also face frivolous litigation or lawsuits from various competitors or from litigious securities attorneys. The cost of any litigation or other proceeding relating to these areas, even if deemed frivolous or resolved in our favor, could be substantial and could distract management from its business. Uncertainties resulting from initiation and continuation of any litigation could have a material adverse effect on our ability to continue our operations.

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***We cannot be certain we will be able to obtain patent protection to protect our product candidates and technology.***

We cannot be certain that all patents applied for will be issued. If a third party has also filed a patent application relating to an invention claimed by us or one or more of our licensors, we may be required to participate in an interference or derivation proceeding declared or instituted by the United States Patent and Trademark Office, which could result in substantial uncertainties and cost for us, even if the eventual outcome is favorable to us. The degree of future patent protection for our product candidates and technology is uncertain. For example:

- we, or our licensors, might not have been the first to make the inventions covered by our issued patents, or pending or future patent applications;
- we, or our licensors, might not have been the first to file patent applications for the inventions;
- others may independently develop duplicative, similar or alternative technologies;
- it is possible that our patent applications will not result in an issued patent or patents, or that the scope of protection granted by any patents arising from our patent applications will be significantly narrower than expected;
- any patents under which we hold ultimate rights may not provide us with a basis for commercially viable products, may not provide us with any competitive advantages or may be challenged by third parties as not infringed, invalid, or unenforceable under United States or foreign laws;
- any patent issued to us in the future or under which we hold rights may not be valid or enforceable; or
- we may develop additional technologies that are not patentable, and which may not be adequately protected through trade secrets; for example, if a competitor independently develops duplicative, similar, or alternative technologies.

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In addition, disputes may arise regarding intellectual property subject to a license agreement, including:

- the scope of rights granted under the license agreement and other interpretation-related issues;
- the extent to which our technology, products, methods and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
- our diligence obligations under the license agreement and what activities satisfy those obligations;
- if a third party expresses interest in an area under a license that we are not pursuing, under the certain terms of our license agreement, we may be required to sublicense rights in that area to the third party, and that sublicense could harm our business; and
- the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us.

If disputes over the intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.

We may need to obtain licenses from third parties to advance our research to allow commercialization of our product candidates. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize one or more of our product candidates, which could harm our business significantly.

***We may infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us from commercializing or increase the costs of commercializing our product candidates.***

Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We cannot guarantee that our products or product candidates, or manufacture or use of our products or product candidates, will not infringe third-party patents. Furthermore, a third party may claim that we are using inventions covered by the third party’s patent rights and may go to court to stop us from engaging in our normal operations and activities, including making or selling our product candidates or products. These lawsuits are costly and could affect our results of operations and divert the attention of managerial and scientific personnel. Some of these third parties may be better capitalized and have more resources than us. There is a risk that a court could decide that we are infringing the third party’s patents and would order us to cease the activities covered by the patents. In that event, we may not have a viable way to get around the patent and may need to halt commercialization of the relevant product candidate(s) or product(s). In addition, there is a risk that a court will order us to pay the other party damages for having violated the other party’s patents. In addition, we may be obligated to indemnify our licensors and collaborators against certain intellectual property infringement claims brought by third parties, which could require us to expend additional resources. The aerospace and technology industries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform.

If we are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the claims of the relevant patent or that the patent claims are invalid or unenforceable, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, which may not be available, and then we will have to defend an infringement action or challenge the validity of the patent in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, fail to develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid or unenforceable, we may incur substantial monetary damages, encounter significant delays in bringing our product candidates to market and be precluded from manufacturing or selling our product candidates.

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We cannot be certain that others have not filed patent applications for technology covered by our pending applications, or that we were the first to invent the technology, because:

- some patent applications in the United States may be maintained in secrecy until the patents are issued;
- patent applications in the United States are typically not published until 18 months after the priority date; and
- publications in scientific literature often lag behind actual discoveries.

Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent applications may have priority over our patent applications, which could further require us to obtain rights to issued patents covering such technologies. If another party has filed US patent applications on inventions similar to ours that claims priority to any applications filed prior to the priority dates of our applications, we may have to participate in an interference proceeding declared or a derivation proceed instituted by the USPTO to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived at the same or similar inventions prior to our own inventions, resulting in a loss of our U.S. patent position with respect to such inventions. Other countries have similar laws that permit secrecy of patent applications, and thus the third party’s patent or patent application may be entitled to priority over our applications in such jurisdictions.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

***We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets.***

As is common in the aerospace and technology industries, we may employ individuals who were previously employed at aerospace and technology companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail to defend any such claims, in addition to paying monetary damages, we could lose valuable intellectual property rights or personnel, which could adversely impact our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

***If we are not able to protect and control our unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm.***

We also rely on proprietary trade secrets and unpatented know-how to protect our research and development activities, particularly when we do not believe that patent protection is appropriate or available. However, trade secrets are difficult to protect. We will attempt to protect our trade secrets and unpatented know-how by requiring our employees, consultants, collaborators, and advisors to execute a confidentiality and non-use agreement. We cannot guarantee that these agreements will provide meaningful protection, that these agreements will not be breached, that we will have an adequate remedy for any such breach, or that our trade secrets will not otherwise become known or independently developed by a third party. Our trade secrets, and those of our present or future collaborators that we utilize by agreement, may become known or may be independently discovered by others, which could adversely affect the competitive position of our product candidates.

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### RISKS RELATED TO OWNING OUR COMMON STOCK

***We do not intend to pay cash dividends on our common stock in the foreseeable future.***

We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business and do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors.

***If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.***

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

We cannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

### The price of our common stock may be volatile and fluctuate substantially.

Our stock price has been and is likely to continue to be volatile. The stock market in general and the market for companies with smaller public floats in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, our stockholders may not be able to sell our common stock at or above the price they paid for it. The market price for our common stock may be influenced by many factors, including:

- the timing, results and capacity of our manufacturing operations;
- the success of existing or new competitive products or technologies;
- announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
- establishment or termination of collaboration of our joint ventures or development programs;
- failure of discontinuation of any of our development programs;
- the success of our competitors’ new products entering the marketplace;
- regulatory or legal developments in the United States and other countries;
- developments or disputes concerning patent applications, issued patents or other proprietary rights;
- the recruitment or departure of key personnel;
- the level of expenses related to any of our product candidates or development programs;
- the results of our efforts to discover, develop, acquire or license additional products;
- actual or anticipated changes in estimates as to financial results or production and development timelines;
- announcement or expectation of additional financing efforts;
- sales of our common stock by us, our insiders or other stockholders;
- variations in our financial results or those of companies that are perceived similar to us;
- changes in estimates or recommendations by securities analysts, if any, that cover our stock; and
- general economic, industry and market conditions.

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***Our directors and executive officers can exert significant control over our business and affairs and have actual or potential interests that may depart from those of investors in the subsequent financings.***

The interests of our directors and officers may differ from the interests of our other stockholders, including purchasers of our securities, in future financings. As a result, based on their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, may vote, including the following actions:

- to elect or defeat the election of our directors;
- to amend or prevent amendment of our Amended and Restated Articles of Incorporation or By-laws;
- to effect or prevent a merger, sale of assets or other corporate transaction; and
- to control the outcome of any other matter submitted to our stockholders for vote.

This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the Common Stock which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

***We may issue more shares in a future financing or pursuant to existing agreements which will result in substantial dilution.***

Our Amended and Restated Articles of Incorporation authorize the issuance of a maximum of 5,000,000,000 shares of Common Stock and a maximum of 100,000,000 shares of Preferred Stock. Any future merger or acquisition effected by us would result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of our Common Stock held by our then existing stockholders. Moreover, the Common Stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of Common Stock held by our then existing stockholders. Additionally, we expect to seek additional financing in order to provide working capital to the operating business. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with and following a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially and adversely affected.

***Our Board of Directors is authorized to issue Preferred Stock without obtaining shareholder approval.***

Our Amended and Restated Articles of Incorporation authorize the issuance of up to 100,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by the Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of Preferred Stock, there can be no assurance that the Company will not do so in the future.

***An active trading market for our common stock may not develop, and you may not be able to sell your common stock.***

There has been a limited public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. An inactive market may also impair our ability to raise capital by selling our common stock, and it may impair our ability to attract and motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our common stock as consideration.

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***Market and economic conditions may negatively impact our business, financial condition and share price.***

Concerns over medical epidemics, energy costs, geopolitical issues such as the issues in the Ukraine and the Middle East, the U.S. mortgage market and a deteriorating real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns such as public health conditions, volatile business environments and continued unstable or unpredictable economic, market, and geopolitical conditions, such as the current situation in the Ukraine. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

***Future sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.***

We expect that significant additional capital will be needed in the future to continue our planned operations, including increased marketing, hiring new personnel, commercializing our product, and continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution for our existing stockholders, and new investors could gain rights superior to our existing stockholders.

### We may be at risk of securities class action litigation.

We may be at risk of securities class action litigation. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and result in a decline in the market price of our common stock.

***Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.***

Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, and Nevada law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are authorized to issue up to 100,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock and therefore reduce the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

Provisions of our Articles of Incorporation and our Amended and Restated Bylaws and Nevada law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the certificate of incorporation and bylaws and Nevada law, as applicable, among other things:

- provide the board of directors with the ability to alter the bylaws without stockholder approval;
- place limitations on the removal of directors;
- establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings; and
- provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

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***Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.***

As a publicly traded company we incur significant additional legal, accounting and other expenses. The obligations of being a public company in the U.S. require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our securities are listed. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming. In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

***There will be a substantial number of common shares eligible for future sale from the conversion of Series A Preferred shares.***

There were 547,592 shares of our Series A Preferred Stock outstanding as of June 30, 2026. Each preferred share is convertible into 1,000 common shares. Once converted, these shares are eligible for resale under Rule 144. The sale, or availability for sale, of the foregoing shares could adversely affect the market price of our common stock or impair our ability to raise capital through future sales of our common stock.

## Cybersecurity

As filed, 961 characters.

### Risk Management and Security

The Company’s Cybersecurity Policy outlines our guidelines and provisions for preserving the security of our data and technology infrastructure. The more the Company relies on technology to collect, store and manage information, the more vulnerable to severe security breaches the Company becomes. Human errors, hacker attacks and system malfunctions could cause significant financial damage and may jeopardize the Company’s reputation. For this reason, the Company has implemented extensive security measures, has prepared instructions in order to mitigate security risks, and has outlined both provisions in this policy.

### Governance

Our Board of Directors oversees our risk management, including our information and cybersecurity policies and risk assessments. Our management reports to our Board of Directors on information security as necessary, regarding any significant cybersecurity incidents.

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## Properties

As filed, 168 characters.

The Company’s headquarters consists of leased office space located in the Research Park at Florida Atlantic University, 3651 FAU Blvd., Suite 400, Boca Raton, FL 33431.

## Legal proceedings

As filed, 4,703 characters.

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.

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, 2025, 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, 2025, 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, 2025, 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 have completed discovery and the legal process is continuing. 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. On August 6, 2026, the Company settled the lawsuit with Midland Compounding by agreeing to make three $10,000 payments by September 30, 2026, and in return getting back equipment and chemicals previously provided by Xeriant. The first two payments were submitted and the third payment will be paid by September 20, 2026.

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

## Management's discussion and analysis

As filed, 20,119 characters.

*The following discussion of our financial condition and results of operations should be read in conjunction with the audited and 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.*

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### Financial Results

The following discussion of the results of operations constitutes management’s review of the factors that affected the financial and operating performance for the fiscal years ended June 30, 2026 and 2025. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report. The Company has a June 30 fiscal year end.

### Executive Summary

Xeriant, Inc. (the “Company) is dedicated to the discovery, development, and commercialization of transformative technologies, with a focus on advanced materials that can be successfully integrated and deployed across multiple industrial sectors. Xeriant’s advanced materials line is marketed under the DUREVER™ brand and includes NexBoard™, a high-performance eco-friendly composite construction panel made from recycled plastic and fiber waste, and NexPatch™, its companion fire-resistant joint compound. Both products use the Company’s proprietary fire-retardant technology, called Durazite™. NexBoard™ has shown exceptional resistance to fire, water, mold, insects, cracking, abrasion, compression and puncture, and was designed to become a universal panel to replace products such as drywall, plywood, OSB, MDF, MgO board, cement board and other materials used in construction. Durazite also has potential uses in many industries looking to improve the performance of their products. The Company seeks strategic partners in the building materials industry and other industries for immediate access to their distribution networks and markets.

### 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 at Note 9 below for a summary of the related legal proceedings.

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### Stock Sales

During the year ended June 30, 2026, the Company did not sell any common stock.

### Convertible Notes Issued

During the year ended June 30, 2026, the Company received $837,500 from the issuance of convertible debt.

### 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 in 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.

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, 2025, 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, 2025, 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, 2025, 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. On August 6, 2026, the Company settled the lawsuit with Midland Compounding by agreeing to make three $10,000 payments by September 30, 2026, and in return getting back equipment and chemicals previously provided by Xeriant.

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

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### Fiscal Year 2026 Results of Operations Compared with Fiscal Year 2025

| Operating expenses: | For the years ended June, 2026 | 2025 | $ |
| --- | ---: | ---: | ---: |
| Consulting and advisory fees | $293,525 | $327,991 | $(34,466) |
| Related party consulting fees | 296,000 | 438,000 | (142,000) |
| General and administrative expenses | 185,285 | 309,107 | (123,822) |
| Professional fees | 183,509 | 221,119 | (37,610) |
| Research and development expense | 99,905 | 69,274 | 30,631 |
| Total operating expenses | 1,058,224 | 1,365,491 | (307,267) |
| Operating loss | (1,058,224) | (1,365,491) | 307,267 |
| Other expenses: |  |  |  |
| Amortization of debt discount | (214,194) | (51,006) | (163,188) |
| Interest expense | (68,525) | (225,566) | 157,041 |
| Loss on extinguishment of debt | (1,061,176) | (4,835) | (1,056,341) |
| Gain on extinguishment of debt | 2,810,278 | - | 2,810,278 |
| Total other income (expense), net | 1,466,383 | (281,407) | 1,747,790 |
| Income tax expense | (15,881) | - | (15,881) |
| Net income (loss) | $392,278 | $(1,646,898) | $2,039,176 |

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#### Consulting and advisory fees

Total consulting and advisory expenses were $293,525 and $327,991 for the years ended June 30, 2026 and 2025, respectively, a decrease of $34,466. The decrease was primarily related to an decrease in consulting fees in the amount of $80,466 relating to less reliance on consultants offset by an increase in advisory board fees in the amount of $46,000.

#### Related Party Consulting Fees

Total related party consulting fees were $296,000 and $438,000 for the years ended June 30, 2026 and 2025, respectively, a decrease of $142,000. In the current period, the Company had reduced funds to pay consulting fees and the related parties agreed to accept reduced amounts of compensation for the same amount of services rendered. Additionally, in the prior period, the Company paid consulting fees to a former director.

#### General and administrative expenses

Total general and administrative expenses were $185,285 and $309,107 for the years ended June 30, 2026 and 2025, respectively, a decrease of $123,822. The primary reasons for the decrease was (i) a decrease in rent expense of $45,923 due to the Company entering into a new agreement in February 2025 for substantially less and (ii) $128,281 less in advertising and marketing expenses in the current period. This was slightly offset by an increase in travel expenses in the amount of $51,143.

#### Professional Fees

Total professional fees were $183,509 and $221,119 for the years ended June 30, 2026 and 2025, respectively, a decrease of $37,610. The primary reason for the decrease was reduced legal fees of $46,565.

#### Research and Development Expenses

Total research and development expenses were $99,905 and $69,274 for the years ended June 30, 2026, and 2025, respectively, an increase of $30,631. 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, loan extension fee, loss on extinguishment of debt, and gain on extinguishment of debt. Total other income was $1,466,383 for the year ended June 30, 2026, compared to other expense of $281,407 for the year ended June 30, 2025, a change of $1,747,790. The reason for the other income in the current period was the Company recorded a gain on extinguishment of debt in the amount of $2,810,278, of which $2,743,546 was related to the settlement with Auctus. This was offset somewhat by a loss on debt extinguishment in the amount of $1,061,176 related to shares issued to Auctus for the extension of an agreement.

#### Net income (loss)

Total net income was $392,278 for the year ended June 30, 2026, compared to a net loss of $1,646,898 for the year ended June 30, 2025, a change of $2,039,176. The decreased net loss was primarily related to less operating expenses in the current year offset by more interest expense in the prior year and the Company recording a gain on extinguishment of debt in the amount of $2,818,025, of which $2,743,546 was related to the settlement with Auctus.

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### 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 June 30, 2026 and 2025, the Company had $87,594 and $44,850 in cash, respectively, and $4,897,313 and $8,708,900 in negative working capital, respectively. For the years ended June 30, 2026 and 2025, the Company had net income of $392,278 and a net loss of $1,646,898, respectively. The net income for the year ended June 30, 2026, was generated by a gain on extinguishment of debt in the amount of $2,810,278 of which $2,743,546 was related to the Auctus Settlement. 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. 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 year ended June 30, 2026, the Company’s operating activities used $791,756 of net cash used compared to using $1,288,505 of net cash used in operating activities during the year ended June 30, 2025. This difference related to the change in net income (loss) in the amount of $2,039,176 along with an aggregate increase of $1,471,066 in depreciation and amortization, amortization of debt discount, loss on extinguishment of debt, prepaids and deposits, accounts payable and accrued liabilities, accrued liability-related party, shares to be issued, taxes payable and lease liabilities, offset by an aggregate decrease of $3,013,493 in stock issued for services, gain on extinguishment of debt, and amortization of right of use asset. During the year ended June 30, 2026, the Company’s investing activities used cash of $3,000 compared to $1,762 in the prior period. In the current period, the Company acquired $3,000 in equipment. The cash provided by financing activities in both periods was from proceeds from convertible notes payable. During the year ended June 30, 2026, the Company’s financing activities provided cash of $837,500 compared to $682,000 in the prior period. The cash provided by financing activities in both periods 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. The Settlement Agreement was subsequently extended through July 31, 2026, and again extended through October 31, 2026. 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.

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### 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 consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these 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 consolidated financial statements for the years ended June 30, 2026 and 2025 contained in this filing). On an ongoing basis, we evaluate our estimates. We base 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.

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## Controls and procedures

As filed, 4,725 characters.

### Evaluation of 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 June 30, 2026, 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 his evaluation of our disclosure controls and procedures, he concluded that, at June 30, 2026, our disclosure controls and procedures are effective.

### Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

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Our management has conducted an evaluation, under the supervision and with the participation of Keith Duffy, our Chief Executive Officer, and Brian Carey, our Chief Financial Officer, of the effectiveness of our internal control over financial reporting as of June 30, 2026. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework. Based upon such assessment, Keith Duffy concluded that our internal controls over financial reporting are effective, based upon the Company’s size and staff size, and that there are no apparent material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

This Report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange Commission do not require an attestation of the Management’s report by our registered public accounting firm in this annual report.

### Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended June 30, 2026, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Filed Sep 28, 2026.
Source: SEC EDGAR, the filing index for accession 0001477932-26-005837. Last ingested by Listed: Oct 24, 2026, 15:08 ET. No prices; not investment advice.