Annual Report for Fiscal Year Ending 06-30, 2026 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

		For the years ended
		June,
		2026				2025				$
Operating expenses:
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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