UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2231, 2025

XERIANT, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54277		2790-~~0151917~~1790910
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Innovation Centre 1

3998 FAU Boulevard, Suite 309

Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)

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

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

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

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

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

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

Securities Registered Pursuant to Section 12b of the Act:

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

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

Emerging growth company ☒

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

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~February~~March 2931, ~~2024~~2025, ~~Xeriant,~~Edward ~~Inc.~~DeFeudis ~~(the~~resigned ~~“Company”)~~as ~~filed~~a andirector ~~Amended Complaint in the United States District Court for the Southern District~~ of ~~New York against XTI Aircraft Co. (“XTI”)~~Xeriant, ~~the wholly owned and principal operating subsidiary of XTI Aerospace~~ Inc. (~~Nasdaq:~~the ~~XTIA~~“Company”). ~~alleging~~His ~~that~~resignation ~~XTI,~~was ~~engaged~~not ~~over~~because ~~a period~~ of ~~time~~any indisagreement ~~(1)~~with ~~intentional~~the ~~fraudulent~~Company ~~conduct~~or ~~against~~its ~~Xeriant,~~management (2) fraudulent concealment, (3) breach of contract, (4) quantum meruit, (5) unjust enrichment, (6) unfair competition, and (7) misappropriation of confidential information, and sought, among other things, damages in excess of $500 million. XTI moved before the Court on ~~March~~any ~~13,~~matter ~~2024,~~relating ~~seeking~~ to ~~dismiss all Xeriant’s claims except for breach of contract. Xeriant argued before~~ the ~~Court that all of these claims were legitimately alleged and should not be dismissed. On January 14, 2025, the Court agreed with Xeriant~~Company’s ~~position that its claims were validly alleged and denied all of XTI’s arguments in their entirety. The Court has ordered that XTI must file an Answer to the Amended Complaint~~operations, ~~and~~policies ~~Xeriant~~or ~~intends to proceed to take discovery~~practices.

OnEffective ~~January~~March 2231, 2025, Mark Sternberg was elected as a director of the Company. ~~issued~~Mr. Sternberg had been serving as a ~~press~~member ~~release~~of ~~relating~~the Company’s Board of Advisors since January 14, 2025 and his compensation arrangement as an advisor will extend to his role as a director. Mr. Sternberg was granted 1,000,000 shares of the ~~Court~~Company’s ~~decision.~~common Astock ~~copy~~vesting on a quarterly basis; $2,500 per formal meeting paid in cash, shares of Common Stock, or a combination thereof; an additional $25,000 paid in shares of Common Stock at the ~~Press~~end ~~Release~~of iseach ~~attached~~year of service, paid in shares; and additional compensation for business development, intellectual property development, patent development and government and industry partnerships in such amounts as ~~Exhibit~~determined 99by the other members of the Board of Directors.2 There is no arrangement or understanding between Mr. Sternberg and any other persons pursuant to which he was selected as a director.

~~Item~~Mr. 9Sternberg brings extensive knowledge and expertise in the design, development and manufacturing of functional nano-coatings, having served as the Chief Executive Officer of an industrial coatings company.01 ~~Financial~~Over ~~Statements~~the past thirty years, Mr. Sternberg has patented nanomaterial products and ~~Exhibits~~manufacturing ~~(d)~~techniques ~~Exhibits~~for a variety of applications, including building materials.

Exhibit Number		Description
99.1		Court Opinion and Order
99.2		Press Release dated January 22, 2025
Item 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2SIGNATURE

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

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

	XERIANT, INC.

Date: March 31, 2025	By:	/s/ KEITH DUFFY
		Keith Duffy, Chief Executive Officer

	XERIANT, INC.
Date: January 23, 2025	By:	/s/ KEITH DUFFY
		Keith Duffy, Chief Executive Officer

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