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): ~~March~~November 315, 2025

XERIANT, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54277		9027-~~1790910~~1519178
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Innovation Centre 13998 FAU Boulevard, Suite 309Boca Raton, Florida		33431
Innovation Centre #13998 FAU Boulevard, Suite 309Boca 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))

☐ 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 51.0201. ~~Departure~~Entry ofInto ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreements

~~Effective~~On ~~March~~November ~~31,~~5. 2025, ~~Edward~~Xeriant, ~~DeFeudis~~Inc. ~~resigned~~(the as“Company”) aand ~~director~~Auctus ~~of Xeriant~~Fund, ~~Inc.~~LLC (“Auctus”) entered into a Settlement Agreement (the “~~Company~~Settlement Agreement”). ~~His~~relating ~~resignation~~to ~~was~~that ~~not~~certain ~~because~~Senior ofSecured ~~any~~Promissory ~~disagreement~~Note ~~with~~dated October 27, 2021 (as amended, the ~~Company~~“Note”). orThe ~~its~~effective ~~management~~date onof ~~any~~the ~~matter~~Settlement ~~relating~~Agreement is retroactive to ~~the~~October ~~Company’s~~29, ~~operations~~2025. The Settlement Agreement provides, ~~policies~~inter oralia, ~~practices.~~the following:

~~Effective March 31, 2025, Mark Sternberg was elected as a director of the Company~~1. The ~~Mr. Sternberg had been serving as a member of the~~ Company’s ~~Board of Advisors since January 14, 2025 and his compensation arrangement as an advisor~~ will ~~extend~~issue to ~~his~~Auctus ~~role as a director. Mr. Sternberg was granted 1~~30,000,000 unrestricted shares of the Company’s ~~common stock vesting on a quarterly basis; $2,500 per formal meeting paid in cash, shares of~~ Common Stock, or(the a“Conversion ~~combination~~Shares”) ~~thereof;~~pursuant to an ~~additional~~existing ~~$25,000~~Notice ~~paid in shares~~ of ~~Common~~Conversion ~~Stock~~dated atFebruary ~~the end of each year of service~~24, paid in shares; and additional compensation for business development, intellectual property development, patent development and government and industry partnerships in such amounts as determined by the other members of the Board of Directors2025. ~~There is no arrangement or understanding between Mr. Sternberg and any other persons pursuant to which he was selected as a director.~~

Mr2. The ~~Sternberg~~Company ~~brings~~will ~~extensive~~pay ~~knowledge~~to ~~and~~Auctus ~~expertise~~$3,500,000 inas ~~the~~follows: ~~design~~(A) $1,000,000 ~~development~~on ~~and~~or ~~manufacturing~~before of75 ~~functional~~days ~~nano-coatings,~~from ~~having~~October ~~served~~29, as2025; ~~the~~(B) ~~Chief~~$1,000,000 ~~Executive~~on ~~Officer~~or ofbefore an105 ~~industrial~~days ~~coatings~~from ~~company.~~October ~~Over~~29, ~~the~~2025;(C) ~~past~~$1,000,000 ~~thirty~~on ~~years,~~or ~~Mr.~~before ~~Sternberg~~135 ~~has~~days ~~patented~~from ~~nanomaterial~~October ~~products~~29, 2025; and ~~manufacturing~~(D) ~~techniques~~$500,000 ~~for~~on aor ~~variety~~before of165 ~~applications,~~days ~~including~~from ~~building~~October ~~materials~~29, 2025.

23. 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.

~~SIGNATURE~~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.

~~Pursuant~~5. So tolong as the ~~requirements~~Company ofmakes ~~the~~all ~~Securities~~payments ~~Exchange~~as ~~Act~~set offorth ~~1934~~above, ~~the~~Auctus ~~Registrant~~will ~~has~~suspend ~~duly~~any ~~caused~~further ~~this~~exercise ~~report~~of ~~to be signed on~~ its ~~behalf~~conversion byrights under the ~~undersigned thereunto duly authorized~~Note.

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

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.

37. 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 the form thereof which is attached as Exhibit 10.1 to this Form 8-K.

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.

Item 3.02 Unregistered Sales of Equity Securities. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

Reference is made to the discussion in Item 1.01 with respect to the issuance of the Conversion Shares. The Conversion Shares are being issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit		Description
10.1		Settlement Agreement (Portions of the Exhibit have been Omitted)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: November 12, 2025	XERIANT, INC.

	By:	/s/ KEITH DUFFY
		Keith Duffy, Chief Executive Officer

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