UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~September 3130, 2025

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 000-54277

XERIANT, INC.

(Exact name of registrant as specified in its charter).

Nevada		27-1519178
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
3651 FAU Blvd., Suite 400Boca Raton, Florida		33431
Innovation Centre 13651 FAU Boulevard, Suite 400Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~May~~November 1218, 2025, the Registrant had outstanding ~~686~~789,~~896~~503,~~625~~035 shares of common stock.

XERIANT, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
Special Note regarding Forward-looking Statements			3
PART I – Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		109
Item 4.	Controls and Procedures		109
PART II – Other Information
Item 1.	Legal Proceedings		1110
Item 1A.	Risk Factors		1110
Item 2.	Unregistered Sales of Equity Securities		1110
Item 3.	Defaults Upon Senior Securities		1110
Item 4.	Mine Safety Disclosures		1110
Item 5.	Other Information		1110
Item 6.	Exhibits		1211
Signatures			1312

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial statements

XERIANT, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~SEPTEMBER 3130, 2025

(UNAUDITED)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and June 30, 2024		F-2
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025		F-2
Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2025 and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended March 31, 2025 and 2024 (Unaudited)		F-4
Condensed Consolidated Statements of Stockholder’s Deficit for the three months ended September 30, 2025 and 2024 (Unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (Unaudited)		F-6
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (Unaudited)		F-6
Notes to Unaudited Condensed Consolidated Financial Statements		F-7

F-1

Table of Contents

XERIANT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	March 31, 2025			June 30, 2024
	Unaudited
Assets
Current assets
Cash	$	53,587		$	653,117
Prepaids		8,335			2,931
Note receivable		-			8,163
Total current assets		61,922			664,211
Deposits		-			12,546
Property & equipment, net		2,861			3,995
Operating lease right-of-use asset, net		8,389			32,253
Total assets	$	73,172		$	713,005
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	$	954,928		$	1,211,533
Accrued liabilities, related party		4,000			20,000
Shares to be issued		57,000			75,200
Convertible notes payable, net of discount - in default		5,900,000			5,850,000
Convertible notes payable, net of discount		1,740,000			2,132,529
Lease liability, current		4,174			36,197
Total current liabilities		8,660,102			9,325,459
Lease liability, long-term		4,215			-
Total liabilities		8,664,317			9,325,459
Commitments and contingencies (Note 9)
Stockholders’ deficit
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 672,116 and 757,395 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively		7			7
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 issued and outstanding		10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 681,131,059 and 524,853,304 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively		6,811			5,248
Common stock to be issued		97,900			51,950
Additional paid in capital		22,192,742			20,899,187
Accumulated deficit		(28,011,467	)		(26,708,915	)
Total stockholders’ deficit		(5,713,997	)		(5,752,513	)
Non-controlling interest		(2,877,148	)		(2,859,941	)
Total stockholders’ deficit		(8,591,145	)		(8,612,454	)
Total liabilities and stockholders’ deficit	$	73,172		$	713,005

UNAUDITED

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

	As of			As of
	September 30, 2025			June 30, 2025

Assets
Current assets
Cash	$	52,136		$	44,850
Prepaids		9,548			11,827
Total current assets		61,684			56,677

Property & equipment, net		3,693			4,158
Operating lease right-of-use asset, net		6,353			7,384
Total assets	$	71,730		$	68,219

Liabilities and stockholders' deficit
Current liabilities
Accounts payable and accrued liabilities	$	412,828		$	1,000,975
Accrued liabilities, related party		23,000			-
Shares to be issued		7,000			7,000
Convertible notes payable		-			5,900,000
Convertible notes payable, net of discount		1,700,462			1,853,323
Settlement liability		3,500,000			-
Taxes payable		124,585
Lease liability, current		4,388			4,279
Total current liabilities		5,772,263			8,765,577

Lease liability, long-term		1,965			3,105
Total liabilities		5,774,228			8,768,682

Commitments and contingencies (Note 9)

Stockholders' deficit
Series A Preferred stock, $0.00001 par value; 100,000,000 authorized; 3,500,000 designated; 649,996 and 664,996 shares issued and outstanding at September 30, 2025, and June 30, 2025, respectively		7			7
Series B Preferred stock, $0.00001 par value; 100,000,000 authorized; 1,000,000 designated; 1,000,000 issued and outstanding		10			10
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 749,053,035 and 695,746,625 shares issued and outstanding at September 30, 2025, and June 30, 2025, respectively		7,492			6,958
Common stock to be issued		397,900			97,900
Additional paid in capital		22,881,775			22,410,416
Accumulated deficit		(26,112,534	)		(28,338,606	)
Total stockholders' deficit		(2,825,350	)		(5,823,315	)
Non-controlling interest		(2,877,148	)		(2,877,148	)
Total stockholders' deficit		(5,702,498	)		(8,700,463	)
Total liabilities and stockholders' deficit	$	71,730		$	68,219

~~F-2~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements

~~XERIANT,~~F-2 ~~INC.~~ Table of Contents

~~CONDENSED~~XERIANT, ~~CONSOLIDATED~~INC. ~~STATEMENTS OF OPERATIONS~~

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended						For the nine months ended
	March 31,						March 31,
	2025			2024			2025			2024
Operating expenses:
Consulting and advisory fees	$	141,600		$	39,650		$	266,720		$	193,995
Related party consulting fees		113,500			89,500			364,500			264,000
General and administrative expenses		102,087			68,309			304,153			193,557
Professional fees		71,507			87,981			161,123			212,986
Research and development expense		30,224			67,524			56,800			147,259
Total operating expenses		458,918			352,964			1,153,296			1,011,797
Loss from operations		(458,918	)		(352,964	)		(1,153,296	)		(1,011,797	)
Other income (expenses):
Amortization of debt discount		(5,197	)		(2,569	)		(47,471	)		(2,569	)
Interest expense		(66,153	)		(28,563	)		(179,149	)		(895,891	)
Gain (loss) on extinguishment of debt		-			-			60,157			(20,298	)
Change in fair value of convertible bridge loans		-			-			-			(2,448	)
Total other expense, net		(71,350	)		(31,132	)		(166,463	)		(921,206	)
Net loss before income tax expense		(530,268	)		(384,096	)		(1,319,759	)		(1,933,003	)
Income tax expense		-			-			-			-
Net loss		(530,268	)		(384,096	)		(1,319,759	)		(1,933,003	)
Less net loss attributable to noncontrolling interest		(2,612	)		(7,769	)		(17,207	)		(23,403	)
Net loss attributable to common stockholders	$	(527,656	)	$	(376,327	)	$	(1,302,552	)	$	(1,909,600	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		654,797,086			449,266,866			599,035,774			422,070,403

UNAUDITED

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

	For the three months ended
	September 30,
	2025			2024
Operating expenses:
Consulting and advisory fees	$	67,200		$	88,983
Related party consulting fees		74,000			123,000
General and administrative expenses		24,912			56,445
Professional fees		83,997			63,806
Research and development expense		53,966			26,561
Total operating expenses		304,075			358,795

Loss from operations		(304,075	)		(358,795	)

Other expenses:
Amortization of debt discount		(44,031	)		(16,802	)
Interest expense		(44,783	)		(61,617	)
Gain on extinguishment of debt		2,743,546			64,992
Total other income (expense)		2,654,732			(13,427	)

Net income (loss) before income tax expense		2,350,657			(372,222	)

Income tax expense		124,585			-

Net income (loss)		2,226,072			(372,222	)

Less net loss attributable to noncontrolling interest		-			(7,376	)

Net income (loss) attributable to common stockholders	$	2,226,072		$	(364,846	)

Basic and diluted earnings per share on net income (loss)
Basic	$	0.00		$	(0.00	)
Diluted	$	0.00		$	(0.00	)

Weighted average number of common shares outstanding
Basic		716,715,546			547,575,614
Diluted		2,367,087,385			547,575,614

~~F-3~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements

~~XERIANT,~~F-3 ~~INC.~~ Table of Contents

~~CONDENSED~~XERIANT, ~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~ INC.

~~FOR~~CONDENSED ~~THE~~CONSOLIDATED ~~THREE~~STATEMENT ~~AND~~OF ~~NINE~~CHANGES ~~MONTHS~~IN ~~ENDED~~STOCKHOLDERS’ ~~MARCH 31, 2025~~ DEFICIT

~~UNAUDITED~~ FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

	Series A Preferred Stock					Series B Preferred Stock				Common Stock				stock to be		Additional Paid in			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		issued		Capital			Deficit			Interest			Total
Balance June 30, 2024		705,895		$	7		1,000,000	$	10		524,853,304	$	5,248	$	51,950	$	20,899,187		$	(26,708,915	)	$	(2,859,941	)	$	(8,612,454	)
Stock issued for services		-			-		-		-		11,902,182		119		-		217,393			-			-			217,512
Conversion of Series A Preferred to Common Stock		(6,479	)		-		-		-		6,479,000		65		-		(65	)		-			-			-
Conversion of convertible notes payable and accrued interest into common stock		-			-		-		-		26,950,000		270		-		269,231			-			-			269,501
Net loss		-			-		-		-		-		-		-		-			(364,846	)		(7,376	)		(372,222	)
Balance September 30, 2024		699,416			7		1,000,000		10		570,184,486		5,702		51,950		21,385,746			(27,073,761	)		(2,867,317	)		(8,497,663	)
Stock issued for services		-			-		-		-		967,000		10		-		14,495			-			-			14,505
Conversion of Series A Preferred to Common Stock		(17,200	)		-		-		-		17,200,000		172		-		(172	)		-			-			-
Conversion of convertible notes payable and accrued interest into common stock		-			-		-		-		16,500,000		165		45,950		164,835			-			-			210,950
Cashless exercise of warrants		-			-		-		-		1,528,185		15		-		(15	)		-			-			-
Net loss		-			-		-		-		-		-		-		-			(410,050	)		(7,219	)		(417,269	)
Balance December 31, 2024		682,216		$	7		1,000,000	$	10		606,379,671	$	6,064	$	97,900	$	21,564,889		$	(27,483,811	)	$	(2,874,536	)	$	(8,689,477	)
Stock issued for services		-			-		-		-		2,562,500		26		-		49,974			-			-			50,000
Conversion of Series A Preferred to Common Stock		(10,100	)		-		-		-		10,100,000		101		-		(101	)		-			-			-
Conversion of convertible notes payable and accrued interest into common stock		-			-		-		-		62,088,888		620		-		577,980			-			-			578,600
Net loss		-			-		-		-		-		-		-		-			(527,656	)		(2,612	)		(530,268	)
Balance March 31, 2025		672,116		$	7		1,000,000	$	10		681,131,059	$	6,811	$	97,900	$	22,192,742		$	(28,011,467	)	$	(2,877,148	)	$	(8,591,145	)

UNAUDITED

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

	Series A Preferred Stock					Series B Preferred Stock				Common Stock				Common stock to be		Additional Paid in			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		issued		Capital			Deficit			Interest			Total
Balance June 30, 2025		664,996		$	7		1,000,000	$	10		695,746,625	$	6,958	$	97,900	$	22,410,416		$	(28,338,606	)	$	(2,877,148	)	$	(8,700,463	)

Stock issued for services		-			-		-		-		4,756,410		48		-		59,452			-			-			59,500

Conversion of Series A Preferred to Common Stock		(15,000	)		-		-		-		15,000,000		150		-		(150	)		-			-			-

Conversion of convertible notes payable and accrued interest into common stock		-			-		-		-		33,550,000		336		-		335,165			-			-			335,501

Warrants issued with convertible notes payable		-			-		-		-		-		-		-		76,892			-			-			76,892

Stock owed in connection with settlement agreement		-			-		-		-		-		-		300,000		-			-			-			300,000

Net income		-			-		-		-		-		-		-		-			2,226,072			-			2,226,072

Balance September 30, 2025		649,996		$	7		1,000,000	$	10		749,053,035	$	7,492	$	397,900	$	22,881,775		$	(26,112,534	)	$	(2,877,148	)	$	(5,702,498	)

~~F-4~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements

~~XERIANT,~~F-4 ~~INC.~~ Table of Contents

~~CONDENSED~~XERIANT, ~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~ INC.

~~FOR~~CONDENSED ~~THE~~CONSOLIDATED ~~THREE~~STATEMENT ~~AND~~OF ~~NINE~~CHANGES ~~MONTHS~~IN ~~ENDED~~STOCKHOLDERS’ ~~MARCH 31, 2024~~ DEFICIT

~~UNAUDITED~~ FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

	Series A Preferred Stock						Series B Preferred Stock				Common Stock				Common Stock To Be		Additional Paid in			Accumulated			Non-Controlling
	Shares			Amount			Shares		Amount		Shares		Amount		Issued		Capital			Deficit			Interest			Total
Balance June 30, 2023		757,395		$	8			1,000,000	$	10		389,433,144	$	3,894	$	51,950	$	19,789,793		$	(23,638,461	)	$	(2,827,294	)	$	(6,620,100	)
Conversion of Series A Preferred to Common Stock		(5,000	)		-			-		-		5,000,000		50		-		(50	)		-			-			-
Conversion of convertible notes payable and accrued interest into common stock		-			-			-		-		6,600,000		66		-		65,934			-			-			66,000
Net loss		-			-			-		-		-		-		-		-			(334,090	)		(7,922	)		(342,012	)
Balance September 30, 2023		752,395		$	8			1,000,000	$	10		401,033,144	$	4,010	$	51,950	$	19,855,677		$	(23,972,551	)	$	(2,835,216	)	$	(6,896,112	)
Conversion of Series A Preferred to Common Stock		(18,500	)		(1	)		-		-		18,500,000		185		-		(185	)		-			-			(1	)
Conversion of convertible notes payable and accrued interest into common stock		-			-			-		-		25,511,500		255		-		254,860			-			-			255,115
Net loss		-			-			-		-		-		-		-		-			(1,199,183	)		(7,712	)		(1,206,895	)
Balance December 31, 2023		733,895		$	7			1,000,000	$	10		445,044,644	$	4,450	$	51,950	$	20,110,352		$	(25,171,734	)	$	(2,842,928	)	$	(7,847,893	)
Conversion of Series A Preferred to Common Stock		(10,000	)		-			-		-		10,000,000		100		-		(100	)		-			-			-
Warrants issued with convertible debt					-			-		-		-		-				66,660			-			-			66,660
Net loss		-			-			-		-		-		-		-		-			(376,327	)		(7,769	)		(384,096	)
Balance March 31, 2024		723,895		$	7			1,000,000	$	10		455,044,644	$	4,550	$	51,950	$	20,176,912		$	(25,548,061	)	$	(2,850,697	)	$	(8,165,329	)

UNAUDITED

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

	Series A Preferred Stock					Series B Preferred Stock				Common Stock				Common stock to be		Additional Paid in			Accumulated			Non-Controlling
	Shares			Amount		Shares		Amount		Shares		Amount		issued		Capital			Deficit			Interest			Total
Balance June 30, 2024		705,895		$	7		1,000,000	$	10		524,853,304	$	5,248	$	51,950	$	20,899,187		$	(26,708,915	)	$	(2,859,941	)	$	(8,612,454	)

Stock issued for services		-			-		-		-		11,902,182		119		-		217,393			-			-			217,512

Conversion of Series A Preferred to Common Stock		(6,479	)		-		-		-		6,479,000		65		-		(65	)		-			-			-

Conversion of convertible notes payable and accrued interest into common stock		-			-		-		-		26,950,000		270		-		269,231			-			-			269,501

Net loss		-			-		-		-		-		-		-		-			(364,846	)		(7,376	)		(372,222	)

Balance September 30, 2024		699,416		$	7		1,000,000	$	10		570,184,486	$	5,702	$	51,950	$	21,385,746		$	(27,073,761	)	$	(2,867,317	)	$	(8,497,663	)

~~F-5~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements.

~~XERIANT,~~F-5 ~~INC.~~ Table of Contents

~~CONDENSED~~XERIANT, ~~CONSOLIDATED~~INC. ~~STATEMENTS OF CASH FLOWS~~

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the nine months ended
	March 31,
	2025			2024
Cash Flows from Operating Activities
Net Loss	$	(1,319,759	)	$	(1,933,003	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization		1,134			1,134
Stock issued for services		282,017			-
(Gain) Loss on extinguishment of debt		(60,157	)		20,298
Change in fair value of convertible bridge loans		-			2,448
Amortization of debt discount		47,471			2,569
Changes in operating assets and liabilities:
Amortization of right of use asset		32,253			37,463
Prepaids		7,142			(3,155	)
Accounts payable and accrued liabilities		(82,184	)		866,168
Accrued liabilities, related party		(16,000	)		(12,500	)
Shares to be issued		27,750			-
Lease liability		(36,197	)		(41,316	)
Net cash from operating activities		(1,116,530	)		(1,059,894	)
Cash Flows from Investing Activities
Cash issued for notes receivable		-			(139,947	)
Cash repayments for notes receivable		-			131,784
Net cash from financing activities		-			(8,163	)
Cash Flows from Financing Activities
Proceeds from convertible bridge loans		517,000			1,380,000
Net cash from financing activities		517,000			1,380,000
Net change in cash		(599,530	)		311,943
Cash at beginning of period		653,117			61,625
Cash at end of period	$	53,587		$	373,568
Supplemental Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	$	(42,488	)	$	321,115
Cashless exercise of warrants	$	15		$	-
Warrants issued with convertible notes payable	$	-		$	6,666

UNAUDITED

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	For the three months ended
	September 30,
	2025			2024

Cash Flows from Operating Activities
Net Income (Loss)	$	2,226,072		$	(372,222	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization		465			378
Stock issued for services		59,500			217,512
Gain on extinguishment of debt		(2,743,546	)		-
Amortization of debt discount		44,031			16,802
Amortization of right of use asset		1,031			13,566
Changes in operating assets and liabilities:
Prepaids		2,279			(8,861	)
Accounts payable and accrued liabilities		85,900			(197,218	)
Accrued liability, related party		23,000			(7,999	)
Taxes payable		124,585			-
Lease liabilities		(1,031	)		(15,053	)
Net cash used in operating activities		(177,714	)		(353,095	)

Cash Flows from Investing Activities
Net cash from financing activities		-			-

Cash Flows from Financing Activities
Proceeds from convertible notes payable		185,000			-
Net cash provided by financing activities		185,000			-

Net change in cash		7,286			(353,095	)

Cash at beginning of period		44,850			653,117

Cash at end of period	$	52,136		$	300,022

Supplemental Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Conversion of convertible notes payable and accrued interest	$	335,501		$	269,501
Warrants issued with convertible notes payable	$	76,892		$	-
Stock owed in connection with settlement agreement	$	300,000		$	-

~~F-6~~ The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements.

~~XERIANT,~~F-6 ~~INC.~~Table of Contents

~~NOTES~~ XERIANT, ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~FOR~~NOTES ~~THE~~TO ~~NINE~~CONDENSED ~~MONTHS~~CONSOLIDATED ~~ENDED~~FINANCIAL ~~MARCH 31, 2025~~STATEMENTS

~~UNAUDITED~~FOR THE PERIOD ENDING SEPTEMBER 30, 2025

~~NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS~~UNAUDITED

~~Company~~NOTE ~~Overview~~1 - ORGANIZATION AND NATURE OF BUSINESS

~~Xeriant, Inc. (the “~~Company”) is dedicated to the discovery, development and commercialization of disruptive technologies in advanced materials and aerospace which can be successfully integrated and commercialized for deployment across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line is marketed under the DUREVER™ brand, and includes NEXBOARD™, an eco-friendly, patent-pending composite construction panel made from plastic and fiber waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.Overview

~~Operating~~Xeriant, ~~History~~Inc. (the “Company”) is dedicated to the discovery, development and commercialization of transformative technologies, including advanced materials, which can be successfully integrated and deployed across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line is marketed under the DUREVER™ brand, and includes NEXBOARD™, an eco-friendly, patent-pending composite construction panel made from plastic and fiber waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.

~~The~~Advanced Company is a development-stage enterprise with a limited operating history with no sales, and operating losses since its inception. The Company had two joint ventures, one in the area of aerospace that was effective May 31, 2021, and terminated on May 31, 2023, the other involving advanced materials that was effective April 2, 2022, and terminated June 30, 2023. Materials

~~Advanced~~A ~~Materials~~primary focus of the Company is the development and commercialization of eco-friendly advanced materials, especially in the area of nanotechnology, which have applications across a broad range of industries and the potential to generate significant near-term revenue. The Company’s strategy encompasses licensing arrangements, joint ventures, or combinations which could allow for more rapid access to the market with reduced capital requirements and financial risk. Some partner companies may provide production and distribution infrastructure, which could streamline testing and certification as well as add brand recognition. Once the Company establishes sufficient production capabilities, the advanced materials may be sold as standalone products, enhancements to existing products, or used in the development of proprietary products under new trademarked brands owned by the Company. The Company is exploring manufacturing and branding opportunities for specific products derived from advanced materials acquired or developed, which would involve setting up production facilities, equipment, systems and supply chains.

AStarting ~~primary~~in ~~focus~~2023, of the Company isbegan ~~the~~developing ~~development~~its ~~and~~own ~~commercialization of eco-friendly~~ advanced materials, ~~especially~~including inproprietary ~~the area of nanotechnology, which have applications across a broad range of industries and the potential to generate significant near~~flame-~~term~~retardant ~~revenue.~~technology ~~The Company’s strategy encompasses licensing arrangements, joint ventures, or combinations which could allow~~ for ~~more~~polymers ~~rapid~~contained ~~access~~in torecycled ~~the market with reduced capital requirements and financial risk~~materials. In ~~Some partner companies may provide production and distribution infrastructure~~2024, ~~which~~the ~~could~~Company ~~streamline~~began testing ~~and~~a ~~certification~~number asof ~~well~~production asprocesses ~~add~~to ~~brand~~manufacture ~~recognition.~~its ~~Once~~eco-friendly, ~~the~~patent ~~Company establishes sufficient production capabilities~~pending, ~~the~~composite ~~advanced~~construction ~~materials~~panel ~~may~~called beNEXBOARD ~~sold~~so asthat ~~standalone~~it ~~products,~~can ~~enhancements~~be tocompetitive ~~existing products, or used~~ in the ~~development~~market ofand ~~proprietary~~produced ~~products~~on ~~under~~an ~~new~~industrial ~~trademarked brands owned by the Company~~scale. The Company isplans ~~exploring~~to ~~manufacturing~~initially ~~and~~manufacture ~~branding~~its ~~opportunities~~wallboards ~~for~~through ~~specific~~contract ~~products~~manufacturers ~~derived~~to ~~from~~meet ~~advanced~~expected ~~materials~~demand ~~acquired~~indicated orby ~~developed,~~a ~~which~~number ~~would~~of ~~involve~~homebuilders ~~setting up production facilities, equipment, systems~~ and ~~supply chains~~developers.

~~Throughout~~During the ~~second~~first ~~half~~quarter of ~~2023~~2025, ~~Xeriant~~the ~~began~~Company ~~developing~~appointed ~~its~~two ~~own~~Senior ~~advanced~~Advisors ~~materials,~~who ~~including~~are ~~proprietary~~experts ~~flame-retardant~~in ~~technology~~nanomaterials, ~~for~~which ~~polymers~~helped ~~contained~~to inexpand ~~recycled materials. In 2024~~ the Company’s ~~began~~portfolio ~~testing a number~~ of ~~production~~advanced ~~processes~~materials toand ~~manufacture its eco-friendly~~products, ~~patent~~which ~~pending,~~now ~~composite~~includes ~~construction~~access ~~panel~~to ~~called~~specific ~~NEXBOARD™~~nanotechnologies ~~that~~for ~~can~~addressing bedeficiencies ~~competitive~~ in the ~~market~~properties ~~and~~of ~~produced~~wood, atasphalt, ~~industrial~~concrete, ~~scale. Xeriant~~and ~~intends~~plastic tocomposites, ~~initially~~as ~~manufacture~~well ~~these~~as ~~wallboards~~addressing ~~through~~the aperformance ~~contract~~of ~~manufacturer~~fuel ~~to meet current existing demand indicated by several homebuilders~~ and ~~developers. During~~stopping the ~~first~~spread ~~quarter~~ of ~~2025,~~wildfires. Management ~~Xeriant~~believes ~~appointed~~that ~~two~~incorporating ~~Senior~~nanotechnology ~~Advisors~~in ~~who~~NEXBOARD ~~are~~will ~~experts~~significantly inimprove ~~nanomaterials,~~its ~~which~~fire ~~will~~resistance ~~help~~and ~~expand~~thermal ~~Xeriant’s~~stability ~~portfolio~~based ofon ~~advanced~~internal ~~materials and products~~testing. NEXBOARD will be available in varying thicknesses and sizes, including standard 48” x 96” sheets. The Company will need to have this product certified for use in the construction industry, which is in process. If ~~Xeriant~~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. ~~Xeriant~~The Company has had ongoing discussions with 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.

F-7

Table of Contents

On August 12, 2022, the Company filed a trademark application with the U.S. Patent and Trademark Office for “NEXBOARD,” with respect to construction panels, namely, composite sheets and panels composed primarily of plastic, reinforcement materials and fire-retardant chemicals for use in walls, ceilings, flooring, framing, siding, roofing and decking. The trademark filing was intentionally broad and based upon demand for a general all-purpose construction panel made from a mixture of fire-retardant and recycled materials. Xeriant has also filed a trademark application for “DUREVER™.”

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. Subject to available capital, the Company is planning to build manufacturing facilities in the United States for the production of NEXBOARD™ in order to meet market demand, or alternatively license the technology and process. The Company ~~has~~is ~~identified~~already working with companies for near-term contract manufacturing, has potential locations identified for a pilot plant and larger manufacturing facilities, received bids for specialized manufacturing equipment, developed timetables related to the action plan, and selected a managing director with decades of experience who would like to oversee the startup of production, expansion and operations.

Aerospace

The Company seeks to develop or acquire and commercialize disruptive, high-growth-potential technologies in aerospace, including next-generation air and spacecraft, that have potential applications in other industries. The areas of focus that are reshaping the future of aerospace include advanced materials, advanced air mobility, unmanned aerial systems ~~(drones)~~, AI, hypersonics, communications, cybersecurity, satellites, and renewable energy technology. The Company’s initial concentration was on the emerging aviation market called advanced air mobility (AAM), the transition to more efficient, eco-friendly, automated and convenient flight operations, enabled by the convergence of technological advancements in design and engineering, composite materials, propulsion systems, battery energy density and manufacturing processes. Next-generation aircraft being developed for this market ~~offers~~offer low-cost, on-demand flight for passengers and cargo, utilizing lower altitude airspace and bypassing the traditional hub-and-spoke airport network with vertical takeoff and landing (VTOL) capabilities. Many of these lightweight aircraft are electrically powered through either hybrid or pure battery systems, which allows for quieter, low emission flights over urban areas, however with limited speed and range. Hydrogen powered aircraft have already been prototyped and are expected to become more prevalent over the next decade. The development of solid-state hydrogen technology may address the safety, large-area storage requirement limitations for gaseous-state hydrogen. The Company plans to partner with and acquire strategic interests in visionary companies that accelerate our mission of commercializing critical breakthrough aerospace technologies which enhance sustainability, performance, and safety.

In the area of aerospace, management believes that ~~Xeriant~~the Company can grow expeditiously by acquiring technology and assets primarily through acquisitions, joint ventures, strategic investments, and licensing arrangements. As a publicly traded company, the Company offers partner companies such benefits as improved access to capital, higher valuations and lower risk through the shared ownership of a diversified portfolio, while allowing these entities to maintain independence in their distinct operations to focus on their fields of expertise. Cost savings and efficiencies may be realized from sharing non-operational functions such as finance, legal, tax, sales & marketing, human resources, purchasing power, as well as investor and public relations.

F-8

Table of Contents

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements, which include the accounts of the Company, American Aviation Technologies, LLC and BlueGreen Composites, LLC, its subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) for interim information and in accordance with the instructions to Form 10Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The unaudited condensed consolidated financial statements, which include the accounts of the Company and its subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with U.S. GAAP and presented in US dollars. The Company’s fiscal year end is June 30. The interim results for the ~~nine~~three months ended ~~March~~September 3130, 2025, are not necessarily indicative of the results to be expected for the year ending June 30, ~~2025~~2026, or for any future periods.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred net losses since inception and has an accumulated deficit of $2826,~~011~~112,~~467~~534 as of ~~March~~September 3130, 2025. During the ~~nine~~three months ended ~~March~~September 3130, 2025, the Company’s had net ~~loss~~income ~~was~~of $12,~~319~~226,~~759~~072 and at ~~March~~September 3130, 2025, the Company had a working capital deficit of $85,~~598~~710,~~180~~579. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on its historical rate of ~~expenditures~~expenditure, the Company expects to expend its available cash in approximately ~~three~~two months from ~~May~~November 1317, 2025. Management’s plans include raising capital through the issuance of common stock and debt to fund operations and, eventually, the generation of revenue through its business, although no assurance can be given that these things will happen. The Company is in immediate need of further working capital and is seeking options, with respect to financing, in the form of debt, equity or a combination thereof.

~~Failure~~F-9 toTable raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. Contents

~~Principles~~Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of ~~Consolidation~~the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The~~Principles ~~unaudited condensed consolidated financial statements include the accounts~~ of Xeriant, Inc., American Aviation Technologies, LLC (“AAT”) and BlueGreen Composites, LLC. The Company owns a 64% controlling interest in AAT; and a 100% interest in BlueGreen Composites, LLC. All intercompany balances and transactions have been eliminated. Consolidation

~~F-9~~The ~~Table~~unaudited condensed consolidated financial statements include the accounts of ~~Contents~~Xeriant, Inc., American Aviation Technologies, LLC (“AAT”) and BlueGreen Composites, LLC. The Company owns a 64% controlling interest in AAT and a 100% interest in BlueGreen Composites, LLC. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of warrants associated with convertible debt. Actual results could differ from these estimates.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

The inputs to the valuation methodology of stock options and warrants were under level 3 fair value measurements.

~~ASC subtopic 825~~F-10, ~~Financial~~Table ~~Instruments (“ASC 825-10”) requires disclosure~~ of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.Contents

~~The Company follows~~ ASC subtopic ~~820~~825-10, ~~Fair~~Financial ~~Value~~Instruments ~~Measurements and Disclosures~~ (“ASC ~~820~~825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and ~~ASC~~cash ~~825-10~~equivalents, ~~which~~accounts ~~permits~~payable ~~entities~~and toaccrued ~~choose~~liabilities toas ~~measure~~reflected ~~many~~in ~~financial~~the unaudited condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and ~~certain~~equity instruments of the Company are either recognized or disclosed in the unaudited condensed consolidated financial statements together with other ~~items~~information atrelevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

~~Cash~~The Company follows ASC subtopic 820-10, Fair Value Measurements and ~~Cash~~Disclosures ~~Equivalents~~(“ASC 820-10”) and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

~~For~~Cash ~~the~~and ~~purposes~~Cash of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.Equivalents

~~F-10~~For ~~Table~~the purposes of ~~Contents~~the unaudited condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has no cash equivalents.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Impairment and Disposal of Long-Lived Assets, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. During the three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, there were no impairments.

Convertible Debentures

The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on July 1, 2022. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

~~Share~~Stock-based Compensation

The Company from time to time may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. The Company measures the cost of goods or services received in exchange for equity incentive awards based on the grant date fair value of the award. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options granted to employees or consultants. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. The Company uses the fair value of the Company’ stock price to calculate the fair value of restricted stock. During the ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024, the Company recognized $~~282~~59,~~017~~500 and $~~0 in share-based compensation expense~~217,512 ~~respectively. During the three months ended March 31, 2025 and 2024, the Company recognized $50,000 and $0~~ in share-based compensation expense, respectively. ~~Share~~Stock-based compensation is included in the condensed consolidated statements of operations under consulting and advisory fees.

~~Leases~~F-11 Table of Contents

The Company accounts for leases under ASU 2016-02. At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.Leases

~~Operating~~The ~~lease~~Company ~~right~~accounts offor ~~use~~leases ~~(“ROU”)~~under ~~assets~~ASU ~~represents~~2016-02. At the ~~right~~inception toof ~~use~~a contract the ~~leased~~Company ~~asset~~assesses ~~for~~whether the ~~lease~~contract ~~term~~is, ~~and~~or ~~operating~~contains, a lease. ~~liabilities~~The ~~are~~Company’s ~~recognized~~assessment is based on: ~~the~~(1) ~~present~~whether ~~value~~the ofcontract involves the ~~future~~use ~~minimum~~of ~~lease~~a ~~payments~~distinct ~~over~~identified ~~the~~asset, ~~lease~~(2) ~~term~~whether atthe ~~commencement~~Company ~~date.~~obtains Asthe ~~most~~right ~~leases~~to dosubstantially ~~not~~all ~~provide~~the aneconomic ~~implicit~~benefit ~~rate,~~from the ~~Company~~use ~~uses~~of anthe ~~incremental~~asset ~~borrowing~~throughout ~~rate~~the ~~based~~period, onand ~~the~~(3) ~~information~~whether ~~available~~it athas the ~~adoption~~right ~~date~~to indirect ~~determining~~ the ~~present~~use ~~value~~ of ~~future~~the ~~payments~~asset. ~~Lease~~The ~~expense~~Company ~~for~~will ~~minimum~~allocate ~~lease~~the ~~payments~~consideration isin ~~amortized~~the oncontract ato ~~straight-line~~each ~~basis over the~~ lease ~~term~~component ~~and~~based ison ~~presented~~its inrelative ~~operating~~stand-alone ~~expenses~~price onto determine the ~~unaudited~~lease ~~condensed consolidated statements of operations~~payments.

~~Finance~~Operating ~~leases~~lease ~~are~~right ~~recorded~~of asuse a(“ROU”) ~~finance~~assets represents the right to use the leased asset for the lease ~~liability~~term and ~~property,~~operating ~~plant~~lease ~~and~~liabilities ~~equipment~~are ~~asset,~~recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ~~The~~As ~~asset~~most isleases ~~depreciated~~do not provide an implicit rate, ~~and~~the Company uses an incremental borrowing rate based on the ~~liability~~information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized ~~with~~on ~~interest~~a ~~expense~~straight-line ~~incurred~~basis over the ~~life~~lease ofterm and is presented in operating expenses on the ~~lease~~unaudited condensed consolidated statements of operations as rent expense.

~~F-11~~Finance ~~Table~~leases are recorded as a finance lease liability and property and equipment asset, based on the present value of ~~Contents~~lease payments. The asset is depreciated, and the liability is amortized with interest expense incurred over the life of the lease.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

~~Investments~~Research and Development Expenses

~~The~~Expenditures ~~Company follows ASC 325-20, Cost Method Investments, to account~~ for ~~its~~research ~~ownership~~and ~~interest~~development inare ~~noncontrolled~~expensed ~~entities~~as incurred. ~~Under~~The ~~ASC~~Company ~~325-20,~~incurred ~~equity~~research ~~securities~~and ~~that~~development doexpenses ~~not~~of ~~have readily determinable fair values (i.e.~~$53,966 ~~non-marketable equity securities)~~ and ~~are~~$26,561 ~~not required to be accounted~~ for ~~under~~ the ~~equity~~three ~~method~~months ~~are~~ended ~~typically~~September ~~carried at cost (i.e.~~30, ~~cost~~2025 method investments). Investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the noncontrolled entity subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and ~~are~~2024, ~~recorded as reductions in the cost of the investment~~respectively. ~~Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.~~

~~Research~~Advertising and ~~Development~~Marketing Expenses

~~Expenditures~~The ~~for~~Company ~~research~~expenses advertising and ~~development~~marketing ~~are~~costs ~~expensed~~ as they are incurred. The Company ~~incurred~~recorded ~~research~~advertising ~~and~~expenses ~~development~~in ~~expenses~~the amount of $561,~~800~~794 and $~~147~~2,~~259~~035 for the ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024, respectively~~. The Company incurred research and development expenses of $30~~,~~224~~ ~~and~~as ~~$67,524~~general ~~for the three months ended March 31, 2025~~ and ~~2024,~~administrative ~~respectively~~expenses.

~~Advertising~~Income ~~and Marketing Expenses~~Taxes

The Company ~~expenses~~recognizes ~~advertising~~the ~~and~~effect ~~marketing~~of ~~costs~~income astax ~~they~~positions ~~are~~only ~~incurred~~if ~~and~~those positions are ~~included~~more inlikely ~~the~~than ~~general~~not ~~and~~of ~~administrative~~being ~~expenses~~sustained. ~~section~~Recognized ofincome ~~the~~tax ~~condensed~~positions ~~consolidated~~are ~~statements~~measured ofat ~~operations.~~the ~~The~~largest ~~Company~~amount ~~recorded~~that ~~marketing~~is ~~expenses~~more inlikely ~~the~~than ~~amount~~not of ~~$125,497~~being ~~and~~realized. ~~$4,406~~Changes ~~for~~in ~~the~~recognition ~~nine~~or ~~months~~measurement ~~ended~~are ~~March~~reflected ~~31,~~in ~~2025~~the ~~and~~period ~~2024,~~in ~~respectively~~which the change in judgment occurs. The Company ~~recorded~~records ~~advertising~~interest ~~expenses~~and inpenalties ~~the~~related ~~amount~~to unrecognized tax benefits as a component of ~~$68,161~~general and ~~$548~~administrative ~~for~~expenses. ~~the~~The ~~three~~Company’s ~~months~~consolidated ~~ended~~federal ~~March~~tax ~~31,~~return ~~2025~~ and ~~2024,~~any ~~respectively~~state tax returns are not currently under examination.

~~Income~~F-12 ~~Taxes~~Table of Contents

The Company ~~recognizes~~follows ASC subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the ~~effect~~provision offor income ~~tax~~taxes. ~~positions~~Deferred ~~only~~tax ifassets ~~those~~and ~~positions~~liabilities are ~~more~~computed ~~likely~~based ~~than~~upon ~~not~~the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be ~~sustained~~realized or settled. ~~Recognized~~Deferred income tax ~~positions~~expenses or benefits are ~~measured~~based aton the ~~largest~~changes ~~amount~~in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of ~~being~~the ~~realized.~~deferred ~~Changes~~tax inassets ~~recognition~~will ornot ~~measurement~~be ~~are~~realized, ~~reflected~~a invaluation allowance is required to reduce the ~~period~~deferred intax ~~which~~assets to the ~~change~~amount inthat ~~judgment~~is ~~occurs~~more likely than not to be realized. ~~The~~Future ~~Company~~changes ~~records~~in ~~interest~~such ~~and~~valuation ~~penalties~~allowance ~~related~~are toincluded ~~unrecognized~~in ~~tax~~the ~~benefits~~provision asfor adeferred ~~component~~income oftaxes ~~general~~in ~~and~~the ~~administrative~~period ~~expenses~~of change. ~~The~~Deferred ~~Company’s~~income ~~consolidated~~taxes ~~federal~~may ~~tax~~arise ~~return~~from temporary differences resulting from income and ~~any~~expense ~~state~~items ~~tax~~reported ~~returns~~for ~~are~~financial ~~not~~accounting ~~currently~~and ~~under~~tax ~~examination~~purposes in different periods.

~~The~~Basic ~~Company follows ASC subtopic 740-10,~~ Income ~~Taxes~~ (~~"ASC 740-10"~~Loss) ~~for~~Per recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.Share

~~F-12~~Under ~~Table~~the provisions of ~~Contents~~ASC 260, “Earnings per Share”, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The following potential common shares are as follows:

Basic Income (Loss) Per Share

	Three months ended September 30,
	2025		2024
Warrants		130,068,828		118,968,828
Stock options		-		21,250,000
Convertible notes payable		855,307,011		861,438,676
Preferred stock		664,996,000		699,416,000
Total		1,650,371,839		1,701,073,504

~~Under~~For the ~~provisions~~three ofmonths ~~ASC~~ended ~~260~~September 30, ~~“Earnings per Share”~~2025, ~~basic~~the ~~loss~~Company ~~per~~had ~~common share is computed by dividing~~ net ~~loss~~income. ~~available~~As tosuch, ~~common shareholders by~~ the ~~weighted~~above ~~average~~potential ~~number~~common of shares ofhave ~~common~~been ~~stock~~included ~~outstanding~~in ~~for~~ the ~~periods~~diluted ~~presented. Diluted~~ net ~~loss~~income per share ~~reflects~~for the ~~potential~~three ~~dilution~~months ~~that~~ended ~~could~~September ~~occur~~30, if2025. ~~securities~~For ~~or other contracts to issue common stock were exercised or converted into common stock or resulted in~~ the ~~issuance~~three ofmonths ~~common~~ended ~~stock~~September ~~that~~30, ~~would~~2024, ~~then share in~~ the ~~income of the~~ Company, ~~subject~~had toa ~~anti-dilution~~net ~~limitations~~loss. ~~The~~As ~~following~~a ~~potential~~result, ~~common~~those shares ~~were~~have been excluded from the ~~calculation of~~ diluted net ~~income (~~loss) per share ~~available~~calculations tofor ~~common~~the ~~stockholders~~three months ended September 30, 2024, because ~~their~~the effect ~~would~~of ~~have~~including ~~been~~them ~~antidilutive:~~would be anti-dilutive.

	Three and Nine months ended March 31,
	2025		2024
Warrants		103,968,828		118,968,828
Stock options		-		21,250,000
Convertible notes payable		830,323,260		823,528,347
Preferred stock		672,116,000		733,895,000
Total		1,606,408,088		1,697,642,175

Segment Reporting

~~Segment~~The ~~Reporting~~Company has determined that they had one reportable segment, which includes discovery, development and commercialization of transformative technologies, including advanced materials, which can be successfully integrated and deployed across multiple industrial sectors. The single segment was identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources.

WeRecent ~~have~~Accounting determined that we have one reportable segment, which includes discovery, development and commercialization of disruptive technologies in advanced materials and aerospace which can be successfully integrated and commercialized for deployment across multiple industrial sectors. The single segment was identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources. Pronouncements

~~Recent~~All other recent accounting pronouncements issued by the Financial Accounting ~~Pronouncements~~Standards Board, did not or are not believed by management to have a material impact on the Company’s present or future unaudited condensed consolidated financial statements.

~~All~~F-13 ~~other~~Table ~~recent~~of accounting pronouncements issued by the Financial Accounting Standards Board, did not or are not believed by management to have a material impact on the Company’s present or future unaudited condensed consolidated financial statements. Contents

NOTE 3 – JOINT VENTURE

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.

FOn May 17, 2022, Xeriant signed a Letter Agreement with XTI related to the introduction of XTI to Inpixon, a Nasdaq-13listed ~~Table~~company. Under this Letter Agreement, if there was a combination or other transaction between XTI and Inpixon, Xeriant would receive compensation of ~~Contents~~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.

OnThe ~~May~~Company ~~17,~~analyzed ~~2022,~~the ~~Xeriant~~transaction ~~signed~~under aASC ~~Letter~~810, ~~Agreement~~Consolidation, ~~with~~to ~~XTI~~determine ~~related~~if to the ~~introduction~~joint ofventure ~~XTI~~classifies toas ~~Inpixon,~~ a ~~Nasdaq-listed~~Variable ~~company~~Interest Entity (“VIE”). ~~Under~~The ~~this~~JV ~~Letter~~qualifies ~~Agreement,~~as ifa ~~there~~VIE ~~was~~based aon ~~combination~~the orfact ~~other~~the ~~transaction~~JV ~~between~~does ~~XTI~~not ~~and~~have ~~Inpixon,~~sufficient ~~Xeriant~~equity ~~would~~to ~~receive~~operate ~~compensation~~without offinancial 6support ~~percent~~from ofXeriant. ~~XTI~~According ~~fully~~to ~~diluted~~ASC ~~pre~~810-~~merger shares~~25-38, ~~and~~a ~~XTI~~reporting ~~would~~entity ~~assume~~shall ~~the~~consolidate ~~obligations~~a ofVIE ~~Xeriant’s~~when ~~Senior~~that ~~Secured~~reporting ~~Note~~entity ~~with~~has ~~Auctus~~a ~~Fund,~~variable ~~LLC. On~~interest ~~May~~(or ~~31,~~combination ~~2023,~~of ~~the~~variable ~~joint~~interests) ~~venture~~that ~~was~~provides ~~terminated~~the ~~according~~reporting toentity anwith ~~Acceleration~~a ~~Event,~~controlling ~~which~~financial ~~was~~interest 24on ~~months from~~ the ~~start~~basis of the ~~joint~~provisions ~~venture. On~~in ~~June~~paragraphs 5,810-10-25-38A ~~2023,~~through ~~after~~25-38J. ~~suspecting~~The ~~that~~reporting ~~the~~entity ~~obligations~~that ~~under~~consolidates ~~the~~a ~~Letter~~VIE ~~Agreement~~is ~~were~~called ~~possibly being evaded,~~ the ~~Company~~primary ~~transmitted~~beneficiary aof ~~formal~~that ~~demand~~VIE. ~~letter~~According to ~~XTI requesting compliance with~~ the ~~provisions~~JV ~~outlined~~operating ~~in the Letter Agreement~~agreement, ~~and in accordance with section 8 of~~ the JVownership ~~Agreement~~interests ~~with~~are ~~XTI~~50/50. On ~~July 25~~However, ~~2023,~~the ~~Inpixon~~agreement ~~filed~~provides anfor ~~8-K,~~a ~~announcing~~Management ~~their~~Committee ~~intention~~of tofive ~~merge~~members. ~~with~~Three ~~XTI having executed an Agreement~~ of ~~Plan~~the ~~and~~five ~~Merger~~members ~~with~~are ~~XTI~~from Xeriant. ~~The~~Additionally, ~~filing~~Xeriant ~~also showed that XTI~~ had ~~engaged in~~ a ~~transaction~~right ~~with~~to ~~Inpixon~~invest onup ~~March~~to $10, ~~2023~~000, ~~receiving $300,~~000 in ~~funding,~~the ~~which~~JV. ~~was~~As asuch, ~~compensation~~Xeriant ~~triggering~~has ~~event.~~substantial ~~Inpixon~~capital ~~subsequently~~at ~~filed~~risk. anBased ~~S-4/A registration statement~~ on ~~October~~these 6,two ~~2023. On December 6~~factors, ~~2023,~~ the ~~Company~~conclusion ~~initiated~~is ~~legal~~that ~~proceedings~~Xeriant ~~against~~is ~~XTI. See~~the ~~Litigation~~primary ~~section~~beneficiary atof ~~Note~~the ~~9below for~~VIE. aAccordingly, ~~summary~~Xeriant ofhas consolidated the ~~related legal proceedings~~VIE.

The Company ~~analyzed~~includes the ~~transaction~~assets ~~under~~and ~~ASC~~liabilities ~~810,~~related ~~Consolidation,~~ to ~~determine if~~ the ~~joint venture classifies as a Variable Interest Entity (“~~VIE~~”).~~ ~~The~~in ~~JV qualifies as a VIE based on~~ the ~~fact~~condensed ~~the~~consolidated JVbalance ~~does not have sufficient equity to operate without financial support from Xeriant~~sheets. ~~According~~All tosignificant ~~ASC~~intercompany ~~810-25-38,~~balances aand ~~reporting~~transactions ~~entity~~have ~~shall~~been ~~consolidate~~eliminated ain ~~VIE~~consolidation ~~when that reporting entity has a variable interest (or combination~~ of ~~variable interests) that provides~~ the ~~reporting entity with a controlling financial interest on the basis of the provisions in paragraphs 810-10-25-38A through 25-38J. The reporting entity that consolidates a~~ VIE ~~is called the primary beneficiary of that VIE~~. ~~According to the JV operating agreement, the ownership interests are 50/50. However, the agreement provides for a Management Committee of five members. Three of the five members are from~~ Xeriant. ~~Additionally,~~provided ~~Xeriant~~cash ~~had a right~~ to ~~invest~~the upVIE to ~~$10,000,000~~fund inits ~~the JV~~operations. AsThe ~~such,~~carrying ~~Xeriant~~amounts ~~has~~of ~~substantial capital at risk. Based on these two factors,~~ the ~~conclusion~~consolidated isVIE’s ~~that~~assets ~~Xeriant~~and isliabilities ~~the~~associated ~~primary~~with ~~beneficiary of~~ the VIE. ~~Accordingly,~~subsidiary ~~Xeriant~~were ~~has~~as ~~consolidated the VIE.~~ follows:

The Company includes the assets and liabilities related to the VIE in the condensed consolidated balance sheets. All significant intercompany balances and transactions have been eliminated in consolidation of the VIE. Xeriant, Inc. provides cash to the VIE to fund its operations. The carrying amounts of the consolidated VIE’s assets and liabilities associated with the VIE subsidiary were as follows:

	Sept 30, 2025		June 30, 2025
Assets
Cash	$	-	$	-
Total Assets	$	-	$	-

Liabilities
Due to Xeriant Inc.	$	4,475,155	$	4,475,155
Total Liabilities	$	4,475,155	$	4,475,155

	March 31,2025		June 30,2024
Assets
Cash	$	-	$	-
Total Assets	$	-	$	-
Liabilities
Due to Xeriant Inc.	$	4,475,155	$	4,475,155
Total Liabilities	$	4,475,155	$	4,475,155

F-14

Table of Contents

NOTE 4 – CONCENTRATION OF CREDIT RISKS

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. On ~~March~~September 3130, 2025, and June 30, ~~2024~~2025, the Company had $0 in excess of FDIC insurance (deposits in excess of $250,000, as calculated in accordance with FDIC regulations).

FNOTE 5 – OPERATING LEASE RIGHT-14OF-USE ~~Table~~ASSET ofAND ~~Contents~~OPERATING LEASE LIABILITY

~~NOTE~~On 5February –13, ~~OPERATING~~2025, ~~LEASE~~the ~~RIGHT~~Company executed an agreement to lease office space at 3651 FAU Boulevard, Suite 400, Boca Raton, FL 33431. The lease commencement date was March 1, 2025, and is a month-OFto-~~USE~~month ~~ASSET~~term ~~AND~~not ~~OPERATING~~to ~~LEASE~~exceed ~~LIABILITY~~twenty-four months. The rent is $399 per month. The Company is electing to record as ROU since the Company intends to renew the month-to-month lease for the foreseeable future.

~~The~~Operating ~~Company~~lease ~~leased~~right-of-use ~~2,911~~asset ~~square~~and ~~feet~~liability ofare ~~office~~recognized ~~space~~at ~~located~~the inpresent value of the ~~Research~~future ~~Park~~lease payments at ~~Florida~~the ~~Atlantic~~lease ~~University,~~commencement ~~Innovation~~date. ~~Centre~~The 1,interest ~~3998~~rate ~~FAU~~used ~~Boulevard,~~to ~~Suite~~determine ~~309~~the present value is the Company’s incremental borrowing rate, ~~Boca~~estimated ~~Raton~~to be 10%, ~~Florida.~~as ~~The~~the interest rate implicit in most of the Company’s ~~entered~~leases ~~into~~is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease ~~agreement~~term. ~~commencing~~Since the common area maintenance expenses are expenses that do not depend on ~~November~~an 1,index ~~2019~~or rate, ~~through~~they ~~January~~are 1,excluded ~~2025,~~from the measurement of the lease liability and recognized in ~~which~~general and administrative expenses on the ~~first~~condensed consolidated statements of operations. During the three months ofended ~~rent~~September ~~were~~30, ~~abated.~~2025 ~~The~~and ~~lease~~2024, ~~expired~~the onCompany ~~January~~recorded $1,197 ~~2025~~and $13,257 in rent expense, respectively, in general and ~~was~~administrative ~~not~~expenses ~~renewed~~on the condensed consolidated statements of operations.

~~On February 13, 2025, the Company executed an agreement to lease 2,320 square feet~~ Right-of ~~office space at 3651 FAU Boulevard, Suite 400, Boca Raton, FL 33431. The lease commencement date is March 1, 2025, and is a month~~-~~to-month~~use ~~term~~asset ~~not to exceed twenty-four months. The rent~~ is ~~$399~~summarized ~~per month.~~below:

Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in general and administrative expenses on the condensed consolidated statements of operations. During the nine months ended March 31, 2025 and 2024, the Company recorded $31,330 and $39,376 in rent expense, respectively, in general and administrative expenses on the condensed consolidated statements of operations. During the three months ended March 31, 2025 and 2024, the Company recorded $4,836 and $12,825 in rent expense, respectively, in general and administrative expenses on the condensed consolidated statements of operations.

	September 30, 2025			June 30, 2025
Office lease	$	8,719		$	8,719
Less accumulated amortization		(2,366	)		(1,335	)
Right of use assets, net	$	6,353		$	7,384

~~Right-of-use~~Operating ~~asset~~lease liability is summarized below:

	March 31,2025			June 30, 2024
	September 30,2025			June 30, 2025
Office lease	$	86,~~719~~353		$	~~220~~7,~~448~~384
Less accumulated amortization		(330	)		(188,195	)
Less: current portion		(4,388	)		(4,279	)
Right of use assets, net	$	8,389		$	32,253
Long term portion	$	1,965		$	3,105

~~Operating~~F-15 ~~lease~~Table ~~liability~~of ~~is summarized below:~~Contents

	March 31,2025			June 30, 2024
Office lease	$	8,389		$	36,197
Less: current portion		(4,174	)		(36,197	)
Long term portion	$	4,215		$	-

Maturity of lease liabilities are as follows:

F-15 Table of Contents

Year ended June 30, 2026	$	3,591
Year ended June 30, 2027		3,192
Total future minimum lease payments		6,783
Less: Present value discount		(430	)
Lease liability	$	6,353

NOTE 6 – CONVERTIBLE NOTES PAYABLE, IN DEFAULT

The carrying value of convertible notes payable in default as of ~~March~~September 3130, 2025, and June 30, ~~2024~~2025, ~~was~~is ~~$5,900,000~~as ~~and $5,850,000, respectively~~follows.

	March 31,		June 30,
	September 30,		June 30,
Convertible Notes Payable	2025		~~2024~~2025
Convertible notes payable issued October 27, 2021 (0% interest) – Auctus Fund LLC	$	~~5,900,000~~-	$	5,~~850~~900,000
Total face value	$	~~5,900,000~~-	$	5,~~850~~900,000

Auctus Fund LLC Senior Secured Note

Through Maxim Group, LLC, ~~Xeriant~~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 ~~issuance~~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.

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 250,000,000 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 is contesting the legality of this conversion and issuance which is a subject of the Company’s legal proceedings against Auctus.~~

F-16

Table of Contents

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, 2025, a total of $50,000 remained outstanding, and was recorded within accounts payable and accrued liabilities on the unaudited condensed consolidated balance sheets. As of March 31, 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 196, 2023, ~~Xeriant~~Auctus ~~filed~~converted a$200,115 ~~complaint~~in ~~against~~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. ~~See~~As ~~Litigation~~of atSeptember ~~Note~~30, ~~9section~~2025, ~~below~~and ~~for~~June a30, ~~summary~~2025, the balance of accrued interest of this note was $0 and $643,546, respectively, which is recorded in the ~~related~~accounts ~~legal~~payable ~~proceedings~~and accrued liabilities section of the condensed consolidated balance sheets.

AsEffective ofOctober ~~June 30~~29, ~~2024, a total of $50,000 remained outstanding, and was recorded within accounts payable and accrued liabilities on the unaudited condensed consolidated balance sheets. As of March 31,~~ 2025, ~~the~~Xeriant ~~$50,000~~entered ~~accrued liability was consolidated~~ into ~~the~~a ~~balance~~Settlement ofAgreement ~~the~~with ~~convertible~~Auctus ~~note~~to ~~payable. During~~restructure 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~~Note ~~$200,115 in interest into 20,011,500 shares of common stock~~ and onrelated ~~April~~Xeriant ~~5, 2024, Auctus converted $227,067 in interest into 22,706,700 shares of common stock~~obligations. AsThe ofSettlement ~~March~~Agreement 31provides, ~~2025,~~inter ~~and June 30~~alia, ~~2024,~~ the ~~balance~~following: ~~of accrued interest of this note was $643,546, which is recorded in the accounts payable and accrued liabilities section of the condensed consolidated balance sheets.~~

~~NOTE~~1. 7The –Company ~~CONVERTIBLE~~will ~~NOTES~~issue ~~PAYABLE~~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 ~~carrying~~Company ~~value~~will ofpay ~~convertible~~Auctus ~~notes~~$3,500,000 ~~payable~~as follows: (A) $1,000,000 ~~net~~on ofor ~~discount~~before at75 ~~March~~days 31from October 29, 2025; (B) $1,000,000 ~~and~~on ~~June~~or 30before 105 days from October 29, ~~2024~~2025;(C) $1,000,000 ~~was~~on asor ~~follows:~~before 135 days from October 29, 2025; and (D) $500,000 on or before 165 days from October 29, 2025.

	March 31,		June 30,
Convertible Notes Payable	2025		2024
Convertible notes payable (10% interest)	$	1,740,000	$	2,180,000
Less unamortized discount		-		(47,471	)
Total face value	$	1,740,000	$	2,132,529

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.

~~Between~~4. ~~January~~Provided ~~13,~~that ~~2023, and December 16, 2024,~~ the Company ~~issued~~timely ~~convertible~~makes ~~bridge~~all ~~loans~~payments with anrespect ~~aggregate~~to ~~face~~the ~~value of~~ $23,~~746~~500,000., ~~The~~Auctus ~~notes~~will ~~have~~return ato ~~coupon~~Company ~~rate of 10% and~~ (a) ~~maturity date of one year. The Notes are convertible at~~ a ~~fixed~~Warrant ~~price~~dated ofJuly ~~$0.01 per share. In connection with the Notes~~26, ~~holders of $150~~2022,~~000~~ into ~~principal~~purchase ~~were issued 15~~25,000,000 ~~warrants~~shares ~~during~~of the ~~fiscal~~Company’s ~~year~~Common ~~ended~~Stock ~~June~~and ~~30,~~(b) ~~2024.~~a ~~These~~Warrant ~~warrants~~dated ~~have~~December an27, ~~exercise~~2022, ~~price~~to ofpurchase ~~$0.01~~25,000,000 ~~per~~shares ~~share~~of ~~and~~the ~~have~~Company’s aCommon ~~three-year expiration date~~Stock.

~~During~~5. ~~the~~So ~~nine~~long ~~months~~as ~~ended~~the ~~March~~Company ~~31,~~makes ~~2025,~~all ~~$951,000~~payments inas ~~principal~~set ~~and~~forth ~~$95~~above,~~050~~ inAuctus ~~accrued~~will ~~interest~~suspend ~~was~~any ~~converted~~further ~~into~~exercise ~~105,538,888~~of ~~shares~~its ofconversion ~~common~~rights ~~stock~~under the Note.

~~During~~6. ~~the~~The ~~nine~~Company ~~months~~has ~~ended~~issued ~~March~~a ~~31,~~full ~~2025~~ and ~~2024,~~unconditional ~~the~~release ~~Company recorded $179,149 and $895,891 in interest expense related~~ to ~~these~~Auctus ~~notes,~~regarding ~~respectively.~~any ~~During~~claims ~~the~~that ~~three months ended March 31, 2025 and 2024,~~ the Company ~~recorded~~has ~~$66,153~~against ~~and~~Auctus ~~$28,563~~with inrespect ~~interest expense related~~ to ~~these~~the ~~notes,~~Note ~~respectively. As of March 31, 2025~~ and ~~June~~all ~~30,~~agreements ~~2024,~~relating ~~the balance of accrued interest related~~ to ~~these~~the ~~loans was $185,825 and $101,724, respectively~~Note.

7. The Company ~~evaluated~~agrees ~~the detachable warrants under the requirements of ASC 480 and concluded~~ that ~~the~~it ~~warrants~~will do not ~~fall~~pursue, ~~within~~file ~~the~~or ~~scope~~permit ofto ~~ASC~~be ~~480~~pursued. ~~The~~any ~~Company~~civil ~~next~~action ~~evaluated~~against ~~the~~Auctus ~~notes~~with ~~under~~regard ~~the~~to ~~requirements of ASC 815 “Derivatives and Hedging” and concluded~~ the ~~warrants~~released ~~meet equity classification~~claims. ~~The warrants were issued during the year ended June 30, 2024, were valued using Black-Scholes Merton (“BSM”) and were determined to have a value of $66,660.~~

~~F-17~~8. ~~Table~~Provided that no event of ~~Contents~~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.

~~Significant~~9. ~~inputs~~Auctus ~~and~~will ~~results~~be ~~arising~~entitled ~~from~~to ~~the~~retain ~~BSM~~its ~~process~~original ~~are~~warrant asto ~~follows~~purchase ~~for~~50,968,828 ~~the~~shares ~~redemption feature component~~ of the ~~warrants:~~Company’s Common Stock.

Quoted market price on valuation date			$0.016 - $0.022
Effective contractual conversion rates			$0.01
Contractual term to maturity			3 years
Market volatility:
Volatility			137.43% - 137.86%
Risk-adjusted interest rate			4.33% - 4.39%

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.

~~NOTE~~The 8Company –and ~~RELATED~~Auctus ~~PARTY~~have ~~TRANSACTIONS~~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.

~~Consulting~~Even ~~fees~~though the settlement with Auctus occurred subsequent to September 30, 2025, the Company is required to account for the event at the condensed consolidated balance sheet date because it is a Type 1 Subsequent Event. As such, 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 to be issued 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.

~~During~~F-17 ~~the~~Table nine months ended March 31, 2025 and 2024, the Company recorded $168,500 and $144,500 respectively, in consulting fees to Ancient Investments, LLC, a Company owned by the Company’s CEO, Keith Duffy and the Company’s Executive Director of Corporate Operations, Scott Duffy. During the three months ended March 31, 2025 and 2024, the Company recorded $54,500 and $50,000, respectively, in consulting fees to Ancient Investments, LLC. As of March 31, 2025, and June 30, 2024, $4,000 and $0 was accrued, respectively.Contents

~~For~~NOTE 7 ~~the~~– ~~nine~~CONVERTIBLE ~~months~~NOTES ended March 31, 2025 and 2024, the Company recorded $80,000 and $56,000 respectively, in consulting fees to Edward DeFeudis, a Director of the Company. During the three months ended March 31, 2025 and 2024, the Company recorded $20,000 and $15,000 respectively, in consulting fees to Edward DeFeudis. As of March 31, 2025, and June 30, 2024, $0 and $15,000 was accrued, respectively.PAYABLE

~~During~~The ~~the~~carrying ~~nine~~value ~~months~~of ~~ended~~convertible ~~March~~notes 31payable, ~~2025~~net ~~and~~of ~~2024,~~discount ~~the~~at ~~Company~~September ~~recorded $71~~30,~~000~~ ~~and $46,000 respectively, in consulting fees to AMP Web Services, a Company owned by the Company’s CTO, Pablo Lavigna. During the three months ended March 31,~~ 2025 ~~and 2024~~, ~~the Company recorded $24,000~~ and ~~$17,000 respectively, in consulting fees to Pablo Lavigna. As of March 31, 2025, and~~ June 30, ~~2024~~2025, $0 was ~~accrued.~~as follows:

During the nine months ended March 31, 2025 and 2024, the Company recorded $45,000 and $17,500 respectively, in consulting fees to Keystone Business Development Partners, a Company owned by the Company’s CFO, Brian Carey. During the three months ended March 31, 2025 and 2024, the Company recorded $15,000 and $7,500 respectively, in consulting fees to Keystone Business Development Partners. As of March 31, 2025, and June 30, 2024, $0 and $5,000 was accrued, respectively.

	September 30,			June 30,
Convertible Notes Payable	2025			2025
Convertible notes payable (10% interest)	$	1,765,000		$	1,885,000
Less unamortized discount		(64,538	)		(31,677	)
Total face value	$	1,700,462		$	1,853,323

Between January 13, 2023, and September 19, 2025, the Company issued convertible notes payable with an aggregate face value of $3,261,000. The ~~above~~notes ~~transactions~~have a coupon rate of 10% and a maturity date of one year. The Notes are ~~not~~convertible ~~necessarily~~at ~~what~~a ~~third~~fixed ~~parties~~price ~~would~~of ~~agree~~$0.01 toper share. In connection with the Notes, holders of $430,000 in principal were issued 41,400,000 warrants. These warrants have an exercise price of $0.01 per share and have a three-year expiration date. The convertible notes issued during the three months ended September 30, 2025, contain a provision that prevents the Company from prepaying any principal or interest on the notes.

~~NOTE~~During 9the –three ~~COMMITMENTS~~months ~~AND~~ended ~~CONTINGENCIES~~September 30, 2025, $305,000 in principal and $30,500 in accrued interest was converted into 33,550,000 shares of common stock.

During the ~~normal~~three ~~course~~months ofended ~~business~~September 30, ~~the~~2025 ~~Company~~and ~~may~~2024, ~~be exposed to litigation. When~~ the Company ~~becomes~~recorded ~~aware~~$44,783 ofand ~~potential litigation~~$61,617 itin ~~evaluates~~interest ~~the~~expense ~~merits~~related ofto ~~the~~these ~~case~~notes, inrespectively. ~~accordance~~As ~~with~~of ~~FASB~~September ~~ASC~~30, ~~450-20-50~~2025, ~~Contingencies.~~ ~~The~~and ~~Company~~June ~~evaluates~~30, ~~its~~2025, ~~exposure to~~ the ~~matter,~~balance ~~possible~~of ~~legal~~accrued orinterest ~~settlement~~related ~~strategies~~to ~~and~~these ~~the~~loans ~~likelihood~~was of$244,524 anand ~~unfavorable~~$230,241, ~~outcome~~respectively. IfAccrued ~~the~~interest ~~Company~~is ~~determines~~included ~~that~~in anthe ~~unfavorable~~accounts ~~outcome~~payable ~~is probable~~ and ~~can~~accrued beliabilities ~~reasonably~~section ~~estimated,~~of ~~it establishes~~ the ~~necessary~~balance ~~accruals~~sheet.

FThe Company evaluated the detachable warrants under the requirements of ASC 480 and concluded that the warrants do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 “Derivatives and Hedging” and concluded the warrants meet equity classification. The warrants issued were valued using Black-18Scholes ~~Table~~Merton (“BSM”) and were determined to have an aggregate value of ~~Contents~~$178,800.

~~Board~~Significant inputs and results arising from the BSM process are as follows for the redemption feature component of ~~Advisors~~the ~~Agreements~~warrants:

The Company has entered into Advisor Agreements with various advisory board members. The agreements provide for the following:

Quoted market price on valuation date		$0.007 - $0.022
Effective contractual conversion rates		$0.01
Contractual term to maturity		3 years
Market volatility:
Volatility		137.43% - 144.57%
Risk-adjusted interest rate		3.48% - 4.68%

OnF-18 ~~July~~Table ~~1, 2021, the Company agreed to issue to an advisor 100,000 common shares, and $2,500 per meeting paid in cash, common shares, or a combination, an additional bonus~~ of $25,000 paid in common shares issued at the end of each year of service, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, and for each of the following three years (beginning July 1, 2022), an option to purchase an additional 1,000,000 common shares per year thereafter at a 25% discount to the average market price for the preceding 10 trading days. The agreement also provides for a 1% finder’s fee.Contents

~~On July 6, 2021, the Company provided an option to an advisor to purchase~~NOTE ~~5,000,000 common~~8 ~~shares~~– atRELATED ~~$0.12 per~~PARTY share, vesting quarterly over 24 months, a bonus of 250,000 common shares issued upon a strategic partnership with a major airline, $2,500 per formal meeting paid in common shares, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of both parties upon written notice.TRANSACTIONS

OnConsulting July 28, 2021, the Company agreed to issue to an advisor 250,000 common shares immediately, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 5,000,000 common shares for bringing in a strategic partner that significantly strengthens the Company’s market position, $2,500 per formal meeting paid in cash, common shares or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. The agreement also provides for a 30% commission. Advisory agreement is open ended and can be terminated by consent of either party upon written notice.fees

OnDuring ~~August 9, 2021,~~ the ~~Company~~three ~~agreed~~months toended ~~issue~~September ~~to an advisor 50~~30,~~000 common~~ ~~shares~~2025 ~~vesting~~and ~~over~~2024, the ~~first~~Company ~~year,~~recorded $240,~~500 per~~000 ~~meeting~~and ~~paid~~$55,000 respectively, in ~~cash,~~consulting ~~common~~fees ~~shares,~~to orAncient aInvestments, ~~combination~~LLC, ~~and~~a anCompany ~~additional~~owned ~~bonus~~by ofthe ~~$25~~Company’s CEO,~~000 paid~~ inKeith ~~common~~Duffy ~~shares~~and ~~issued~~the atCompany’s ~~the~~Executive ~~end~~Director of ~~each~~Corporate ~~year~~Operations, ofScott ~~service~~Duffy. ~~Advisory~~As ~~agreement~~of isSeptember ~~open~~30, ~~ended~~2025, and ~~can~~June be30, ~~terminated~~2025, by$10,000 ~~consent~~and of$0 ~~either~~was ~~party~~accrued, ~~upon written notice~~respectively.

OnFor ~~August 20, 2021,~~ the ~~Company~~three ~~agreed~~months toended ~~issue~~September ~~to an advisor 100~~30,~~000 common~~ ~~shares,~~2025 and $22024,~~500 per~~ ~~meeting~~the ~~paid~~Company inrecorded ~~cash,~~$0 ~~common~~and ~~shares~~$30,000 ~~or a combination~~respectively, anin ~~additional~~consulting ~~bonus~~fees ofto ~~$25~~Edward DeFeudis,~~000 paid~~ ina ~~common~~Director ~~shares~~of ~~issued at~~ the ~~end~~Company. As of ~~each~~September ~~year~~30, ~~of service~~2025, anand ~~option~~June to30, ~~purchase 4~~2025,~~000,000 common~~ ~~shares at~~ $0~~.12 per~~ ~~share,~~was ~~vesting quarterly over 24 months~~accrued. ~~Advisory agreement is open ended and can be terminated by consent of either party upon written notice.~~

OnDuring ~~January 20, 2022,~~ the ~~Company~~three ~~agreed~~months toended ~~issue~~September to30, an2025 ~~advisor~~and ~~150~~2024,~~000~~ ~~common~~the ~~shares~~Company ~~vesting~~recorded ~~monthly over one year~~$24,000 and $223,~~500~~000 ~~per~~respectively, ~~meeting paid~~ in ~~cash~~consulting ~~and~~fees anto ~~additional~~AMP ~~bonus~~Web ~~of $25~~Services,~~000 paid~~ ina ~~common~~Company ~~shares~~owned ~~issued~~by at the ~~end~~Company’s ofCTO, ~~each~~Pablo ~~year of service~~Lavigna. ~~Advisory~~As ~~agreement~~of isSeptember ~~open~~30, ~~ended~~2025, and ~~can~~June be30, ~~terminated~~2025, by$8,000 ~~consent~~and of$0 ~~either~~was ~~party~~accrued, ~~upon written notice~~respectively.

OnDuring ~~March 1, 2022,~~ the ~~Company~~three ~~agreed~~months toended ~~issue~~September ~~to an advisor 150~~30,~~000 common~~ ~~shares~~2025 ~~vesting~~and ~~monthly~~2024, ~~over~~the ~~one~~Company ~~year,~~recorded $210,~~500 per~~000 ~~meeting~~and ~~paid~~$15,000 respectively, in ~~cash,~~consulting ~~and~~fees anto ~~additional~~Keystone ~~bonus~~Business ofDevelopment ~~$25~~Partners,~~000 paid~~ ina ~~common~~Company ~~shares~~owned ~~issued~~by at the ~~end~~Company’s ofCFO, ~~each~~Brian ~~year~~Carey. As of ~~service.~~September ~~Advisory~~30, ~~agreement~~2025, ~~is open ended~~ and ~~can~~June be30, ~~terminated~~2025, by$5,000 ~~consent~~and of$0 ~~either~~was ~~party~~accrued, ~~upon written notice~~respectively.

OnThe ~~March~~above ~~20,~~transactions ~~2022,~~are ~~the~~not ~~Company~~necessarily ~~agreed~~indicative ~~to issue to an advisor 150,000 common shares vesting monthly over one year, and $2,500 per meeting paid in cash and an additional bonus~~ of ~~$25,000 paid~~what inthird ~~common~~parties ~~shares~~would ~~issued~~agree ~~at the end of each year of service~~to. ~~Advisory agreement is open ended and can be terminated by consent of either party upon written notice.~~

On January 1, 2025, the Company agreed to issue to two advisors 1,000,000 common shares each, vesting and issued quarterly, beginning March 31, 2025, and $2,500 per meeting paid in cash and an additional bonus of $25,000NOTE ~~paid~~9 in– ~~common~~COMMITMENTS ~~shares~~AND ~~issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of either party upon written notice.~~CONTINGENCIES

OnDuring ~~January~~the ~~22,~~normal ~~2025~~course of business, the Company ~~agreed~~may be exposed to ~~issue~~litigation. aWhen ~~new~~the ~~advisor~~Company ~~1,000,000~~becomes ~~common~~aware ~~shares~~of potential litigation, ~~vesting~~it ~~and~~evaluates ~~issued~~the ~~quarterly,~~merits ~~beginning~~of ~~April~~the ~~21,~~case ~~2025,~~in ~~and~~accordance ~~$2,500~~with ~~per~~FASB ~~meeting~~ASC ~~paid~~450-20-50, Contingencies. inThe ~~cash~~Company ~~and~~evaluates anits ~~additional~~exposure ~~bonus~~to ofthe ~~$25~~matter,~~000 paid~~ inpossible ~~common~~legal ~~shares~~or ~~issued~~settlement atstrategies and the ~~end~~likelihood of ~~each~~an ~~year~~unfavorable ~~of service~~outcome. ~~Advisory~~If ~~agreement~~the isCompany ~~open~~determines ~~ended~~that an unfavorable outcome is probable and can be ~~terminated~~reasonably byestimated, ~~consent~~it ofestablishes ~~either~~the ~~party~~necessary ~~upon written notice~~accruals.

~~F-19~~Board ~~Table~~ of ~~Contents~~Advisors Agreements

~~Litigation~~The Company has entered into Advisor Agreements with various advisory board members. The agreements provide for the following:

On ~~October~~July 191, ~~2023~~2021, ~~Xeriant filed a complaint in~~ the ~~United~~Company ~~States~~agreed ~~Southern~~to ~~District~~issue to ofan ~~New~~advisor ~~York (Case no.1:23-cv-09200) against Auctus Fund LLC~~100,000 common ~~to invalidate allegedly illegally designed contractual agreements~~shares, ~~including contesting the enforceability of the related note~~ and ~~amendments~~$2,500 per ~~and~~meeting topaid ~~set~~in ~~aside~~cash, ~~improper~~common ~~and~~shares, ~~unlawful~~or ~~securities~~a ~~transactions~~combination, ~~effectuated~~an inadditional ~~violation~~bonus of ~~Section~~$25,000 paid ~~15(a)(1)~~in ofcommon ~~the~~shares ~~Exchange~~issued ~~Act~~at ~~(15 U.S.C. § 78o(a)(1)) by~~ the ~~Defendant,~~end ~~alleging breaches~~ of ~~fiduciary~~each ~~duty~~year ~~and~~of ~~related~~service, ~~claims.~~an Onoption ~~February~~to 9purchase 5, ~~2024~~000,000 common ~~the~~shares ~~case~~at ~~was dismissed~~$0.12 per ~~The~~share, ~~Company~~vesting ~~filed~~quarterly aover ~~Notice~~24 ~~of Civil Appeal on March 13~~months, ~~2024,~~and ~~primarily~~for ~~based~~each ~~on public welfare because~~ of the ~~pending~~following ~~litigation~~three ~~between~~years ~~the~~(beginning ~~SEC~~July ~~and Auctus Fund Management~~1, ~~LLC~~2022), ~~which~~an ~~complaint~~option ~~was~~to ~~filed~~purchase onan ~~June~~ additional 1, ~~2023. On June 19~~000,000 common ~~2024,~~shares ~~the~~per ~~Company~~year ~~filed~~thereafter anat ~~appeal~~a 25% indiscount to the ~~United~~average ~~States~~market ~~Court~~price ~~of Appeals~~ for the ~~Second~~preceding ~~Circuit~~10 ~~(Case~~trading nodays. ~~24-682-cv), which is still pending.~~ The ~~foregoing~~agreement ~~descriptions~~also ofprovides ~~the~~for ~~legal~~a ~~actions~~1% dofinder’s ~~not purport to be complete and are subject in their entirety by the full text of the court filings~~fee.

On ~~December~~July 6, ~~2023~~2021, the Company ~~initiated~~provided ~~legal~~an ~~proceedings~~option ~~against~~to ~~XTI~~an ~~Aircraft~~advisor ~~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~~purchase 5, ~~alleging fraudulent acts~~000,000 common ~~deceptive~~shares ~~maneuvers~~at ~~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~~0. 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, per ~~2023~~share, ~~Exhibit~~vesting ~~99.1. On~~quarterly ~~February~~over ~~29,~~24 ~~2024~~months, ~~Xeriant filed~~ a ~~Second~~bonus ~~Amended Complaint alleging seven counts including intentional fraud, fraudulent concealment, breach~~ of ~~contract~~ 250,000 common ~~unjust~~shares ~~enrichment,~~issued ~~unfair~~upon ~~competition,~~a ~~quantum~~strategic ~~meruit,~~partnership ~~and~~with ~~misappropriation of confidential information. XTI filed~~ a ~~Motion~~major ~~to Dismiss on March 13~~airline, ~~2024~~$2,500 per ~~seeking~~formal tomeeting ~~dismiss~~paid ~~all Xeriant’s claims except for breach of contract. Xeriant filed a Memorandum of Law~~ in ~~Opposition~~common ~~to XTI’s Motion to Dismiss on April 10~~shares, ~~2024,~~ and onan ~~January~~additional ~~14,~~bonus ~~2025, the Court agreed with Xeriant’s position that its claims were validly alleged and denied all~~ of ~~XTI’s~~$25,000 paid ~~arguments~~ in ~~their~~common ~~entirety. On~~shares ~~February~~issued ~~18,~~at ~~2025,~~the ~~XTI~~end ~~filed its answer to Xeriant’s Second Amended Complaint adding two counter claims, including breach~~ of ~~fiduciary~~each ~~duty~~year ~~and breach~~ of ~~contract~~service. ~~Xeriant~~Advisory ~~responded~~agreement onis ~~March~~open ~~18,~~ended ~~2025, moving to dismiss both counterclaims~~ and oncan ~~April~~be 4,terminated ~~2025,~~by ~~submitted~~consent ~~a letter to the court challenging XTI’s filing~~ of aboth ~~Second~~parties ~~Amended~~upon ~~Answer~~written ~~and Counterclaims~~notice. ~~The court subsequently allowed XTI’s filing of a Second Amended Answer and Counterclaims, and Xeriant is in the process of responding.~~

F-2019 Table of Contents

~~NOTE~~On July 28, 2021, the Company agreed to issue to an advisor 10250,000 common –shares ~~EQUITY~~immediately, an option to purchase 5,000,000 common shares at $0.12 per share, vesting quarterly over 24 months, a bonus of 5,000,000 common shares for bringing in a strategic partner that significantly strengthens the Company’s market position, $2,500 per formal meeting paid in cash, common shares or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. The agreement also provides for a 30% commission. Advisory agreement is open ended and can be terminated by consent of either party upon written notice.

~~Common~~On ~~Stock~~August 9, 2021, the Company agreed to issue to an advisor 50,000 common shares vesting over the first year, $2,500 per meeting paid in cash, common shares, or a combination, and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of either party upon written notice.

AsOn ofAugust ~~March 31~~20, ~~2025~~2021, ~~and~~the ~~June~~Company ~~30,~~agreed ~~2024,~~to ~~the~~issue ~~Company~~to ~~had~~an 5advisor 100,000 common shares,~~000~~ and $2,~~000~~500 per ~~shares~~meeting ofpaid ~~common~~in ~~stock~~cash, ~~authorized~~common ~~with~~shares, or a ~~par~~combination, ~~value~~an additional bonus of $~~0.00001.~~25,000 paid ~~There~~in ~~were~~common ~~681~~shares issued at the end of each year of service,~~131,059~~ ~~and~~an ~~524~~option to purchase 4,~~853~~000,~~304~~000 common shares ~~issued~~at ~~and~~$0.12 per ~~outstanding~~share, asvesting ofquarterly ~~March~~over ~~31,~~24 ~~2025,~~months. Advisory agreement is open ended and ~~June~~can ~~30,~~be ~~2024,~~terminated ~~respectively~~by consent of either party upon written notice.

~~Series~~On AJanuary ~~Preferred~~20, ~~Stock~~2022, the Company agreed to issue to an advisor 150,000 common shares vesting monthly over one year, and $2,500 per meeting paid in cash and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of either party upon written notice.

~~There~~On ~~are~~March ~~100~~1,~~000~~ 2022, the Company agreed to issue to an advisor 150,000 common shares ~~authorized~~vesting asmonthly ~~preferred~~over ~~stock~~one year, of$2,500 per ~~which~~meeting 3paid in cash,~~500~~ and an additional bonus of $25,000 paid ~~are~~in ~~designated~~common asshares ~~Series~~issued Aat ~~preferred~~the ~~stock~~end ~~having~~of aeach ~~par~~year ~~value~~ of $0service.~~00001~~ ~~per~~Advisory ~~share.~~agreement ~~The~~is ~~Series~~open Aended ~~preferred~~and ~~stock~~can ~~has~~be ~~the~~terminated ~~following~~by ~~rights:~~consent of either party upon written notice.

·On ~~Voting:~~March ~~The~~20, ~~preferred~~2022, ~~shares~~the ~~shall~~Company beagreed ~~entitled~~ to ~~1,000~~issue ~~votes~~ to ~~every~~an ~~one~~advisor ~~share~~150,000 of common ~~stock.~~shares ·vesting ~~Dividends:~~monthly ~~The~~over ~~Series~~one Ayear, ~~preferred~~and ~~stockholders~~$2,500 ~~are~~per ~~treated~~meeting ~~the~~paid ~~same~~in ascash ~~the~~and ~~common~~an ~~stockholders~~additional ~~except~~bonus ~~at the dividend on each share~~ of ~~Series A convertible preferred stock is equal to the amount of the dividend declared and~~ $25,000 paid onin ~~each share of~~ common ~~stock~~shares ~~multiplied~~issued ~~by the Conversion Rate. · Conversion: Each share of Series A Preferred Stock is convertible,~~ at the ~~option~~end of ~~the~~each ~~holder~~year ~~thereof, at any time into shares~~ of ~~Common Stock on a 1:1,000 basis~~service. ·Advisory ~~The~~agreement ~~shares~~is ofopen ~~Series~~ended Aand ~~Preferred~~can ~~Stock~~be ~~are~~terminated ~~redeemable~~by atconsent ~~the option~~ of ~~the~~either ~~Corporation~~party upon ~~not less than 30 days~~ written notice ~~to the holders~~. ~~It is not mandatorily redeemable.~~

AsOn ofJanuary ~~March 31~~1, 2025, the Company agreed to issue to two advisors 1,000,000 common shares each, vesting and issued quarterly, beginning June 30, ~~2024~~2025, ~~the~~and ~~Company~~$2,500 ~~had~~per ~~672,116~~meeting paid in cash and ~~705~~an additional bonus of $25,~~895~~000 paid in common shares issued at the end of ~~Series~~each Ayear ~~preferred~~of ~~stock~~service. ~~issued~~Advisory agreement is open ended and ~~outstanding,~~can ~~respectively~~be terminated by consent of either party upon written notice.

~~Series~~On BJanuary ~~Preferred~~22, ~~Stock~~2025, the Company agreed to issue a new advisor 1,000,000 common shares, vesting and issued quarterly, beginning April 21, 2025, and $2,500 per meeting paid in cash and an additional bonus of $25,000 paid in common shares issued at the end of each year of service. Advisory agreement is open ended and can be terminated by consent of either party upon written notice.

OnF-20 ~~March~~Table ~~25, 2021, the Certificate~~ of Designation for the Series B Preferred was recorded by the State of Nevada. There are 100,000,000 shares authorized as preferred stock, of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, grants 5,000 votes and no liquidation preference.Contents

~~F-21 Table of Contents~~Litigation

~~Stock~~Effective ~~Options~~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 Settlement Agreement is found in Subsequent Events with the full Settlement Agreement provided in Form 8-K filed with the SEC on November 12, 2025. 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.

AOn ~~summary~~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 ~~stock~~interests ~~options~~in ~~activity~~the face of XTI’s actions. The foregoing description of the legal action does not purport to be complete and is assubject ~~follows:~~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, 2024, 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, 2024, 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, 2024, 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.

	Number of Options			Weighted-Average Exercise Price		Weighted-Average Contractual Term(in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2024		21,250,000		$	0.12		1.11
Granted		-
Exercised		-			-
Canceled		(21,250,000	)		-
Outstanding at March 31, 2025		-						$	-
Exercisable at March 31, 2025		-						$	-

F-21

Table of Contents

~~Significant~~On ~~inputs~~July ~~and~~2, ~~results~~2025, ~~arising~~the Company was served with a complaint from Midland Compounding for breach of contract in the ~~Black-Scholes~~payment ~~process~~of ~~are~~an asinvoice ~~follows~~in the amount of $57,600 related to a purchase order for consulting services related to improving the ~~options:~~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.

Quoted market price on valuation date			$0.169 - $0.23
Exercise prices			$0.12
Range of expected term			1.55 Years – 2.49 Years
Range of market volatility:
Range of equivalent volatility			181.21% - 275.73%
Range of interest rates			0.20% - 1.08%

To the Company’s knowledge, none of our directors, officers, five (5%) shareholders or affiliates are party to any legal proceedings that would have a material adverse effect on its business, financial condition, or operating results.

~~Warrants~~NOTE 10 – EQUITY

AsCommon of March 31, 2025, and June 30, 2024, the Company had 103,668,828 and 120,497,013 warrants outstanding. The warrants have a term of two to five years, and an exercise price range from $0.021 and $0.1187. The Company evaluated the warrants under ASC 815, Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair values. As of March 31, 2025, the weighted average remaining useful life of the warrants was 2.07. The warrants are detailed as follows: Stock

Number of Warrants	Number of Warrants			Weighted-AverageExercisePrice		Weighted-AverageContractualTerm(in years)		AggregateIntrinsicValue
Outstanding at June 30, 2024		120,497,013		$	0.09		2.50	$	-
Granted		-
Exercised		(1,528,185	)
Canceled		(15,300,000	)
Outstanding at March 31, 2025		103,668,828		$	0.10		2.07	$	-
Vested at March 31, 2025		103,668,828		$	0.10		2.07	$	-
Exercisable at March 31, 2025		103,668,828		$	0.10		2.07	$	-

As of September 30, 2025, and June 30, 2025, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 749,053,035 and 695,746,625 shares issued and outstanding as of September 30, 2025, and June 30, 2025, respectively.

~~F-22~~Series ~~Table~~A ofPreferred ~~Contents~~Stock

~~NOTE~~There 11are –100,000,000 ~~INCOME~~shares ~~TAXES~~authorized as preferred stock, of which 3,500,000 are designated as Series A preferred stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights:

· Voting: The ~~Company~~preferred ~~did~~shares ~~not~~shall ~~provide~~be ~~any~~entitled ~~current~~to or1,000 ~~deferred~~votes USto ~~federal~~every ~~income~~one ~~tax~~share ~~provision~~of orcommon ~~benefit~~stock. ~~for~~· Dividends: The Series A preferred stockholders are treated the ~~three~~same oras ~~nine~~the ~~months~~common ~~ending~~stockholders ~~March~~except ~~31,~~at ~~2025~~the dividend on each share of Series A convertible preferred stock is equal to the amount of the dividend declared and ~~2024~~paid on each share of common stock multiplied by the Conversion Rate. · Conversion: Each share of Series A Preferred Stock is convertible, asat ~~they~~the ~~incurred~~option ~~tax~~of ~~losses~~the ~~during~~holder ~~both~~thereof, ~~periods~~at any time into shares of Common Stock on a 1:1,000 basis. · The shares of Series A Preferred Stock are redeemable at the option of the Corporation upon not less than 30 days written notice to the holders. It is not mandatorily redeemable.

~~When~~As itof isSeptember ~~more~~30, ~~likely~~2025, ~~than~~and ~~not~~June ~~that~~30, ~~a tax asset cannot be realized through future income~~2025, the Company ~~must~~had ~~record~~649,996 anand ~~allowance against any future potential future tax benefit. The Company has provided a full valuation allowance against the net deferred tax asset~~664,996 ~~consisting~~shares of ~~net~~Series ~~operating~~A ~~loss~~preferred ~~carry~~stock ~~forwards,~~issued ~~because~~and ~~management~~outstanding, ~~has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward periods~~respectively.

~~The~~Series ~~Company~~B ~~has~~Preferred not taken a tax position that, if challenged, would have a material effect on the condensed consolidated financial statements for the three and nine months ended March 31, 2025 and 2024 as defined under ASC 740, "Accounting for Income Taxes."Stock

~~The~~On ~~provision~~March ~~for~~25, ~~income~~2021, ~~taxes~~the ~~differs~~Certificate ~~from~~of Designation for the ~~amount~~Series ~~computed~~B byPreferred ~~applying~~was recorded by the ~~statutory~~State ~~federal~~of ~~income~~Nevada. ~~tax~~There ~~rate~~are to100,000,000 ~~income~~shares ~~before~~authorized ~~provision~~as ~~for~~preferred ~~income~~stock, ~~taxes~~of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, grants 5,000 votes and no liquidation preference.

~~The~~F-22 ~~sources~~Table ~~and tax effects~~ of ~~the differences for the periods presented are as follows:~~Contents

	Three and Nine Months Ended
	March 31, 2025			March 31, 2024
U.S. statutory federal income tax rate		21	%		21	%
State income taxes, net of federal income tax		4	%		4	%
Change in valuation allowance	(25		%)	(25		%)
Effective income tax rate		0	%		0	%

Warrants

AAs ~~reconciliation~~of September 30, 2025, and June 30, 2025, the Company had 130,068,828 and 111,568,828 warrants outstanding. The warrants have a term of two to five years, and an exercise price range from $0.021 and $0.1187. The Company evaluated the ~~income~~warrants ~~taxes~~under ~~computed~~ASC at815, Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair values. As of September 30, 2025, the ~~statutory~~weighted ~~rate~~average isremaining useful life of the warrants was 1.82. The warrants are detailed as follows:

	Nine Months Ended
Number of Warrants	Number of Warrants			Weighted-AverageExercisePrice			Weighted-AverageContractualTerm(in years)		AggregateIntrinsicValue
	March 31, 2025			March 31, 2024
Outstanding at June 30, 2025		111,568,828		$	0.11			3.79	$	-
Tax credit (expense) at statutory rate (25%)	$	329,940		$	483,251
Granted		18,500,000		$	0.01			3.00
Increase in valuation allowance		(329,940	)		(483,251	)
Exercised		-
Net deferred income tax asset	$	—		$	—
Canceled		-
Vested at September 30, 2025		130,068,828		$	0.084			1.82	$	-
Exercisable at September 30, 2025		130,068,828		$	0.084			1.82	$	-

	Three Months Ended
	March 31, 2025			March 31, 2024
Tax credit (expense) at statutory rate (25%)	$	132,567		$	96,024
Increase in valuation allowance		(132,567	)		(96,024	)
Net deferred income tax asset	$	—		$	—

NOTE 11 – INCOME TAXES

AtThe ~~March~~Company 31did not provide any current or deferred US federal income tax provision or benefit for the periods ending September 30, 2025, and June 30, ~~2024~~2025, ~~the~~as ~~significant~~they ~~components~~incurred ~~of the deferred~~ tax ~~assets~~losses ~~are~~during ~~summarized~~both ~~below:~~periods.

	March 31,			June 30,
	2025			2024
Net operating loss carry-forward	$	7,007,169		$	6,677,229
Valuation allowance		(7,007,169	)		(6,677,229	)
Net deferred tax asset (liability)	$	-		$	-

When it is more likely than not that a tax asset cannot be realized through future income, the Company must record an allowance against any future potential future tax benefit. The Company has provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

AsThe ofCompany ~~March~~has ~~31,~~not ~~2025,~~taken ~~and June 30, 2024, the Company had~~ a ~~federal~~tax ~~net~~position ~~operating loss carryforward of $28~~that,~~011,467~~ ~~and~~if ~~$26~~challenged,~~708,915,~~ ~~respectively.~~would ~~The~~have ~~federal~~a ~~net~~material ~~operating~~effect ~~loss~~on ~~carryforwards do not expire but may only be used against taxable income to 80%. No tax benefit has been reported in~~ the condensed consolidated financial statements. ~~The~~for ~~annual~~the ~~offset~~three ofmonths ~~this~~ended ~~carryforward~~September ~~loss~~30, ~~against~~2025 ~~any~~and ~~future~~2024 ~~taxable~~as ~~profits~~defined ~~may be limited~~ under ~~the~~ASC ~~provisions~~740, of“Accounting ~~Internal~~for ~~Revenue~~Income ~~Code Section 381 upon any future change(s) in control of the Company~~Taxes.”

~~NOTE~~The 12provision –for ~~SUBSEQUENT~~income ~~EVENTS~~taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

~~None~~ The sources and tax effects of the differences for the periods presented are as follows:

F-23 Table of Contents

	Three Months Ended
	September 30, 2025			September 30, 2024
U.S. statutory federal income tax rate		21	%		21	%
State income taxes, net of federal income tax		6	%		6	%
Change in valuation allowance		(26	)%		(26	)%
Effective income tax rate		0	%		0	%

~~Item~~F-23 ~~2. Management’s~~Table ~~Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~ Contents

~~The~~A ~~following~~reconciliation ~~discussion~~ of ~~our financial condition and results of operations should be read in conjunction with~~ the ~~audited~~income ~~and~~taxes ~~unaudited~~computed ~~financial~~at ~~statements and~~ the ~~notes~~statutory torate ~~those~~is ~~statements~~as 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.follows:

Forward-Looking Statements

	Three Months Ended
	September 30, 2025			September 30, 2024

Tax credit (expense) at statutory rate (26%)	$	(622,924	)	$	91,212
Increase (decrease) in valuation allowance		498,339			(91,212	)
Income tax expense	$	(124,585	)	$	—

~~This~~At ~~Quarterly~~September ~~Report on Form 10-Q contains forward-looking statements~~30, ~~including,~~2025 ~~without~~and ~~limitation,~~June ~~statements related to our plans~~30, ~~strategies~~2025, ~~objectives,~~the ~~expectations,~~significant ~~intentions~~components ~~and adequacy~~ of ~~resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation~~ the ~~following:~~deferred ~~(i)~~tax ~~our~~assets ~~plans, strategies, objectives, expectations and intentions~~ are ~~subject~~summarized to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.below:

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

	September 30,			June 30,
	2025			2025

Net operating loss carry-forward	$	7,011,392		$	7,509,731
Valuation allowance		(7,011,392	)		(7,509,731	)
Net deferred tax asset (liability)	$	-		$	-

~~This~~As ~~section~~ of ~~the~~September ~~report~~30, ~~should~~2025, beand ~~read~~June ~~together~~30, ~~with~~2025, ~~Footnotes of~~ the Company’s ~~audited~~had ~~financials~~a ~~for~~federal ~~the~~net ~~year~~operating ~~ended~~loss ~~June~~carryforward 30of $25,987,949 ~~2024~~and $28,338,606, respectively. The ~~unaudited~~federal net operating loss carryforwards do not expire but may only be used against taxable income to 80%. No tax benefit has been reported in the condensed consolidated financial statements. The annual offset of ~~operations~~this ~~for~~carryforward loss against any future taxable profits may be limited under the ~~nine~~provisions ~~months~~of ~~ended~~Internal ~~March~~Revenue ~~31,~~Code ~~2025~~Section ~~and~~381 ~~2024~~upon ~~are~~any ~~compared~~future change(s) in ~~the~~control ~~sections~~of ~~below~~the Company.

~~Executive~~NOTE ~~Summary~~12 – SUBSEQUENT EVENTS

~~Xeriant~~Stock is dedicated to the discovery, development and commercialization of disruptive technologies in advanced materials and aerospace which can be successfully integrated and commercialized for deployment across multiple industrial sectors. The Company seeks to partner with and acquire strategic interests in visionary companies that accelerate this mission. Xeriant’s advanced materials line is marketed under the DUREVER™ brand, and includes NEXBOARD™, an eco-friendly, patent-pending composite construction panel made from plastic and fiber waste, designed to replace products such as drywall, plywood, OSB, MDF, MgO board and other materials used in construction.Issuances

4On ~~Table~~October 1, 2025, the Company issued 2,200,000 common shares that were converted from a convertible note with a principal amount of ~~Contents~~$20,000 and accrued interest of $2,000.

~~Joint~~On ~~Venture~~October 29, 2025, the Company issued 2,750,000 common shares that were converted from a convertible note with ~~XTI~~a ~~Aircraft~~principal amount of $25,000 and accrued interest of $2,500.

~~Effective~~On ~~May~~November 314, ~~2021~~2025, ~~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~~issued ~~own 50 percent of the XTI JV~~4, ~~and it is managed by a management committee consisting of five members~~400,000 ~~three~~common ~~appointed~~shares bythat ~~Xeriant~~were ~~and~~converted ~~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~~convertible ~~Secured~~note ~~Promissory~~with ~~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~~principal ~~loan~~amount 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~~$40,000 ~~which~~and ~~was~~accrued ~~the~~interest ~~purpose~~ of ~~the joint venture~~$4,000.

On ~~May~~November 175, ~~2022~~2025, ~~Xeriant signed a Letter Agreement with XTI related to~~ the ~~introduction~~Company ofissued ~~XTI to Inpixon~~1, ~~a Nasdaq-listed company. Under this Letter Agreement~~100,000 ifcommon ~~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~~converted ~~being~~from ~~evaded, the Company transmitted~~ a ~~formal~~convertible ~~demand~~note ~~letter to XTI requesting compliance~~ with ~~the~~a ~~provisions~~principal ~~outlined~~amount inof ~~the Letter Agreement~~$10,000 and inaccrued ~~accordance~~interest ~~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~~1,000 ~~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 below for a summary of the related legal proceedings.

~~Stock~~On ~~Sales~~November 5, 2025, the Company issued 30,000,000 common shares as part of recently executed Settlement Agreement.

~~None.~~Convertible Notes

~~Convertible~~On ~~Notes~~October ~~Issued~~1, 2025, the Company issued a convertible note in the amount of $25,000. In connection with the convertible note, the Company issued 2,500,000 warrants with an exercise price of $0.01 and a three-year term.

~~During~~On October 14, 2025, the ~~nine~~Company ~~months~~issued ~~ended~~convertible ~~March~~notes 31in the amount of $30,000. ~~2025~~In connection with the convertible notes, the Company ~~received~~issued ~~$517~~3,000,000 ~~from~~warrants ~~issuance~~with an exercise price of ~~convertible~~$0.01 ~~debt~~and a three-year term.

~~Litigation~~On October 15, 2025, the Company issued convertibles notes in the amount of $15,000. In connection with the convertible notes, the Company issued 1,500,000 warrants with an exercise price of $0.01 and a three-year term.

On October 1931, ~~2023~~2025, ~~Xeriant filed a complaint in~~ the ~~United~~Company ~~States~~issued ~~Southern~~convertibles ~~District~~notes ofin ~~New York (Case no.1:23-cv-09200) against Auctus Fund LLC, to invalidate allegedly illegally designed contractual agreements, including contesting~~ the ~~enforceability~~amount of ~~the related note and amendments~~$20, ~~and to set aside improper and unlawful securities transactions effectuated in violation of Section 15(a)(1) of the Exchange Act (15 U~~000.~~S.C.~~ §In ~~78o(a)(1))~~connection bywith the ~~Defendant,~~convertible ~~alleging breaches of fiduciary duty and related claims. On February 9~~notes, ~~2024,~~ the ~~case was dismissed. The~~ Company ~~filed~~issued ~~a Notice of Civil Appeal on March 13~~2, ~~2024~~000,000 ~~primarily~~warrants ~~based~~with ~~on public welfare because of the pending litigation between the SEC and Auctus Fund Management, LLC, which complaint was filed on June 1, 2023. On June 19, 2024, the Company filed~~ an ~~appeal~~exercise inprice ~~the United States Court~~ of ~~Appeals for the Second Circuit (Case no~~$0.01 ~~24-682-cv), which is still pending. The foregoing descriptions of the legal actions do not purport to be complete~~ and ~~are~~a ~~subject~~three-year ~~in their entirety by the full text of the court filings~~term.

OnAuctus ~~December~~Settlement 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, 2024, Xeriant 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, 2024, seeking to dismiss all Xeriant’s claims except for breach of contract. Xeriant filed a Memorandum of Law in Opposition to XTI’s Motion to Dismiss on April 10, 2024, and on January 14, 2025, the Court agreed with Xeriant’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 Xeriant’s Second Amended Complaint adding two counter claims, including breach of fiduciary duty and breach of contract. Xeriant responded on March 18, 2025, moving to dismiss both counterclaims and on April 4, 2025, submitted a letter to the court challenging XTI’s filing of a Second Amended Answer and Counterclaims. The court subsequently allowed XTI’s filing of a Second Amended Answer and Counterclaims, and Xeriant is in the process of responding.

~~Except~~On asNovember ~~set~~5, ~~forth above~~2025, ~~there~~Xeriant isand noAuctus ~~pending~~entered ~~litigation~~into ~~against~~a ~~the~~Settlement ~~Company~~Agreement ~~and~~relating to ~~our~~that ~~knowledge~~certain noSenior ~~litigation~~Secured isPromissory ~~contemplated~~Note ordated ~~threatened.~~October ~~To our knowledge~~27, ~~none~~2021 of(as ~~our directors~~amended, ~~officers,~~the 5%“Note”). ~~shareholders~~Refer ~~or affiliates are party~~ to ~~any~~Footnote ~~legal~~6 ~~proceedings~~for ~~that~~further ~~would~~detail ~~have a material adverse effect~~ on ~~our~~the ~~business, financial condition, or operating results~~settlement.

5F-24 Table of Contents

~~Nine~~Item ~~months~~2. Management’s ~~ended~~Discussion ~~March~~and ~~31,~~Analysis ~~2025, Results~~ of ~~Operations~~Financial ~~Compared~~Condition ~~with~~and ~~nine~~Results ~~months~~of ~~ended March 31, 2024~~ Operations

	For the nine months ended
	March 31,
	2025			2024			$
Operating expenses:
Consulting and advisory fees	$	266,720		$	193,995		$	72,725
Related party consulting fees		364,500			264,000			100,500
General and administrative expenses		304,153			193,557			110,596
Professional fees		161,123			212,986			(51,863	)
Research and development expense		56,800			147,259			(90,459	)
Total operating expenses		1,153,296			1,011,797			141,499
Operating loss		(1,153,296	)		(1,011,797	)		(141,499	)
Other expenses:
Amortization of debt discount		(47,471	)		(2,569	)		(44,902	)
Interest expense		(179,149	)		(895,891	)		716,742
(Gain) Loss on extinguishment of debt		60,157			(20,298	)		80,455
Change in fair value of convertible bridge loans		-			(2,448	)		2,448
Total other (expense)		(166,463	)		(921,206	)		754,743
Net loss	$	(1,319,759	)	$	(1,933,003	)	$	613,244

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

~~Consulting~~Forward-Looking ~~and advisory fees~~Statements

~~Total~~This ~~consulting~~Quarterly ~~and~~Report ~~advisory~~on ~~expenses~~Form ~~were~~10-Q ~~$266,720~~contains ~~and~~forward-looking ~~$193~~statements,~~995~~ ~~for~~including, ~~the~~without ~~nine~~limitation, ~~months~~statements ~~ended~~related ~~March~~to 31our plans, ~~2025~~strategies, ~~and 2024~~objectives, ~~respectively~~expectations, anintentions ~~increase~~and adequacy of ~~$72,725~~resources. InInvestors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the ~~current~~following: ~~period~~(i) our plans, ~~there~~strategies, ~~were~~objectives, ~~increased~~expectations ~~expenses~~and ~~for~~intentions ~~advisory~~are ~~board~~subject ~~members~~to ~~due~~change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to ~~new~~manage growth; and ~~restructured~~(iii) ~~agreements~~other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

~~Related~~In ~~Party~~some ~~Consulting~~cases, ~~Fees~~you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

~~Total~~This ~~related~~section ~~party~~of ~~consulting fees were $364,500 and $264,000 for~~ the ~~nine~~report ~~months~~should ~~ended~~be ~~March~~read ~~31,~~together ~~2025~~with ~~and~~Footnotes ~~2024,~~of ~~respectively,~~the anCompany’s ~~increase~~audited ofconsolidated ~~$100,500.~~financials Infor ~~addition to~~ the ~~consulting~~year ~~agreement~~ended ~~amounts~~June 30, ~~the~~2025. ~~Company~~The ~~will~~unaudited ~~pay~~condensed ~~additional~~consolidated ~~consulting~~statements ~~fees~~of tooperations ~~related~~for ~~parties when~~ the ~~Company~~three ~~has~~months ~~increased~~ended ~~available~~September ~~funds. In the current period~~30, ~~the~~2025 ~~Company~~and ~~had~~2024 ~~increased~~are ~~funds~~compared toin ~~pay~~the ~~additional~~sections ~~consulting fees~~below.

~~General~~Executive ~~and administrative expenses~~Summary

~~Total~~Xeriant ~~general~~is ~~and~~dedicated ~~administrative~~to ~~expenses~~the ~~were $304~~discovery,~~153~~ development and ~~$193~~commercialization of transformative technologies,~~557~~ ~~for~~including ~~the~~advanced ~~nine~~materials, ~~months~~which ~~ended~~can ~~March~~be ~~31,~~successfully ~~2025~~integrated and ~~2024,~~deployed ~~respectively,~~across ~~an increase~~multiple ofindustrial ~~$110,596~~sectors. The ~~primary~~Company ~~reason~~seeks ~~for~~to ~~the~~partner ~~increase~~with ~~was~~and ~~increased~~acquire ~~expenses~~strategic ~~related~~interests toin ~~our~~visionary ~~subsidiary~~companies ~~BlueGreen~~that ~~Composites,~~accelerate ~~LLC~~this mission. ~~Expenses~~Xeriant’s ~~for~~advanced ~~BlueGreen~~materials ~~Composites,~~line ~~LLC~~is marketed under the DUREVER™ brand, ~~relate~~and toincludes ~~research~~NEXBOARD™, ~~testing~~an eco-friendly, patent-pending composite construction panel made from plastic and ~~business~~fiber ~~development~~waste, ~~costs~~designed ~~for~~to ~~the~~replace ~~Company’s~~products ~~advanced~~such as drywall, plywood, OSB, MDF, MgO board and other materials ~~operations~~used in construction.

64 Table of Contents

~~Professional~~Joint ~~Fees~~Venture with XTI Aircraft

~~Total~~Effective ~~professional~~May ~~fees~~31, ~~were~~2021, ~~$161~~Xeriant entered into a Joint Venture with XTI Aircraft Company (“XTI”),~~123~~ ~~and~~named ~~$212~~Eco-Aero,~~986~~ ~~for~~LLC, with the ~~nine~~purpose ~~months~~of ~~ended~~completing ~~March~~the ~~31,~~preliminary ~~2025~~design review (“PDR”) of XTI’s eVTOL fixed wing aircraft. XTI and ~~2024,~~the ~~respectively~~Company each own 50 percent of the XTI JV, and it is managed by a ~~decrease~~management committee consisting of five members, three appointed by Xeriant and two by XTI. The Company invested approximately $515.5 million into the joint venture after borrowing the funds from Auctus Fund LLC (“Auctus”) through a Senior Secured Promissory Note,~~863~~ through an introduction from Maxim Group, LLC, the Company’s investment banker at the time. The ~~primary~~borrowed ~~reason~~funds ~~for~~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 ~~decrease~~merger. The PDR was ~~higher~~completed ~~auditing~~during ~~fees~~the ~~and~~first ~~legal~~quarter ~~costs~~of 2022 according to XTI, which was the purpose of the joint venture.

~~Research~~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 ~~Development~~Inpixon, ~~Expenses~~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 below for a summary of the related legal proceedings.

~~Total~~Stock research and development expenses were $56,800 and $147,259 for the nine months ended March 31 2025 and 2024, respectively, a decrease of $90,459. The primary reason for the decrease was increased testing and related travel costs in the prior period.Sales

~~Other Income (Expenses)~~ None.

~~Total~~Convertible ~~other~~Notes expenses consist of amortization of debt discount, interest expense related to convertible notes, loss and gain on extinguishment of debt and change in fair value of the convertible bridge loans. Total other expenses were $166,463 for the nine months ended March 31, 2025, compared to $921,206 for the nine months ended March 31, 2024. The decrease of $754,743 was primarily due to recording the Auctus default interest in the prior period.Issued

~~Net~~During ~~loss~~the three months ended September 30, 2025, the Company received $185,000 from issuance of convertible debt. The convertible notes issued during the three months ended September 30, 2025, contain a provision that prevents the Company from prepaying any principal or interest on the notes.

Total net loss was $1,319,759 for the nine months ended March 31, 2025, compared to $1,933,003 for the nine months ended March 31, 2024, a decrease of $613,244. The decrease of $613,244 was primarily due to recording the Auctus default interest in the prior period.Litigation

~~Three~~Effective ~~months~~October ~~ended~~29, ~~March~~2025, 31Xeriant terminated its previously disclosed litigation proceedings with Auctus Fund, ~~2025~~LLC ~~Results~~and ofentered ~~Operations~~into ~~Compared~~a Settlement Agreement with ~~three~~Auctus ~~months~~to ~~ended~~restructure ~~March~~the 31Auctus Note and related obligations. A summary of the terms of the Settlement Agreement is discussed on the Liquidity and Captial Resources section below. The Company’s ongoing lawsuit against XTI Aircraft Company has a connection to the Auctus matter in that the Company’s obligations to Auctus were, ~~2024~~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.

	For the three months ended
	March 31,
	2025			2024			$
Operating expenses:
Consulting and advisory fees	$	141,600		$	39,650		$	101,950
Related party consulting fees		113,500			89,500			24,000
General and administrative expenses		102,087			68,309			33,778
Professional fees		71,507			87,981			(16,474	)
Research and development expense		30,224			67,524			(37,300	)
Total operating expenses		458,918			352,964			105,954
Operating loss		(458,918	)		(352,964	)		(105,954	)
Other expenses:
Amortization of debt discount		(5,197	)		(2,569	)		(2,628	)
Interest expense		(66,153	)		(28,563	)		(37,590	)
Loss on extinguishment of debt		-			-			-
Change in fair value of convertible bridge loans		-			-			-
Total other (expense)		(71,350	)		(31,132	)		(40,218	)
Net loss	$	(530,268	)	$	(384,096	)	$	(146,172	)

Table of Contents

7On ~~Table~~December 6, 2023, the Company initiated legal proceedings against XTI Aircraft Company in the Federal District Court for the Southern District of ~~Contents~~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, 2024, 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, 2024, 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, 2024, 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.

~~Consulting~~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 ~~advisory~~Affirmative ~~fees~~Defenses, essentially stating that Midland Compounding had not performed the services it was contracted to provide.

~~Total~~Except ~~consulting~~as ~~and~~set ~~advisory~~forth ~~expenses~~above, ~~were~~there ~~$141,600~~is ~~and~~no ~~$39,650~~pending ~~for~~litigation against the ~~three~~Company ~~months~~and ~~ended~~to ~~March~~our 31knowledge no litigation is contemplated or threatened. To our knowledge, ~~2025~~none ~~and~~of ~~2024~~our directors, ~~respectively~~officers, an5% ~~increase~~shareholders ofor ~~$101,950.~~affiliates Inare ~~the~~party ~~current~~to ~~period,~~any ~~there~~legal ~~were~~proceedings ~~increased~~that ~~expenses~~would ~~for~~have ~~advisory~~a ~~board~~material ~~members~~adverse ~~due~~effect toon ~~new~~our ~~and~~business, ~~restructured~~financial ~~agreements~~condition, or operating results.

~~Related~~Three ~~Party~~Months ~~Consulting~~Ended ~~Fees~~September 30, 2025, Results of Operations Compared with Three Months Ended September 30, 2024

Total related party consulting fees were $113,500 and $89,500 for the three months ended March 31, 2025 and 2024, respectively, an increase of $24,000. In addition to the consulting agreement amounts, the Company will pay additional consulting fees to related parties when the Company has increased available funds. In the current period, the Company had increased funds to pay additional consulting fees.

	For the three months ended
	September 30,			September 30,
	2025			2024			$
Operating expenses:
Consulting and advisory fees	$	67,200		$	88,983		$	(21,783	)
Related party consulting fees		74,000			123,000			(49,000	)
General and administrative expenses		24,912			56,445			(31,533	)
Professional fees		83,997			63,806			20,191
Research and development expense		53,966			26,561			27,405
Total operating expenses		304,075			358,795			(54,720	)
Operating loss		(304,075	)		(358,795	)		54,720

Other expenses:
Amortization of debt discount		(44,031	)		(16,802	)		(27,229	)
Interest expense		(44,783	)		(61,617	)		16,834
Gain on extinguishment of debt		2,743,546			64,992			2,678,554
Total other (expense)		2,654,732			(13,427	)		2,668,159
Net loss	$	2,350,657		$	(372,222	)	$	2,722,879

~~General~~6 ~~and~~Table ~~administrative~~of ~~expenses~~Contents

~~Total~~Consulting ~~general~~ and ~~administrative~~advisory expenses were $102,087 and $68,309 for the three months ended March 31, 2025 and 2024, respectively, an increase of $33,778. The primary reason for the increase was increased expenses related to our subsidiary BlueGreen Composites, LLC. Expenses for BlueGreen Composites, LLC, relate to research, testing and business development costs for the Company’s advanced materials operations.fees

~~Professional~~Total ~~Fees~~consulting and advisory expenses were $67,200 and $88,983 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $21,783. The decrease was primarily related to non-recurring consulting fees during the quarter ended September 30, 2024. Additionally, there was a small decrease in advisory board fees relating to timing of board member anniversary dates.

~~Total~~Related ~~professional~~Party ~~fees~~Consulting ~~were $71,507 and $87,981 for the three months ended March 31, 2025 and 2024, respectively a decrease of $16,474. The primary reason for the decrease was higher auditing fees and legal costs.~~Fees

~~Research~~Total related party consulting fees were $74,000 and ~~Development~~$123,000 ~~Expenses~~for the three months ended September 30, 2025 and 2024, respectively, a decrease of $49,000. In addition to the consulting agreement amounts, the Company will pay additional consulting fees to related parties when the Company has increased available funds. In the prior period, the Company had increased funds to pay consulting fees.

~~Total~~General ~~research~~ and ~~development~~administrative expenses were $30,224 and $67,524 for the three months ended March 31 2025 and 2024, respectively, a decrease of $37,300. The primary reason for the decrease was reduced research and development expenses relating to BlueGreen Composites, LLC, during the current quarter.

~~Other~~Total ~~Income~~general ~~(Expenses)~~ and administrative expenses were $24,912 and $56,445 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $31,533. The primary reason for the decrease was a decrease in rent expense of $11,546 due to the Company entering into a new agreement in February 2025 for substantially less rent. Additionally, the Company had $7,144 less in corporate and listing expenses in the current period.

~~Total~~Professional other expenses consist of amortization of debt discount and interest expense related to convertible notes. Total other expenses were $71,350 for the three months ended March 31, 2025, compared to $31,132 for the three months ended March 31, 2024. The increase of $40,218 was primarily due to interest expense in the current period related to additional convertible debt.Fees

~~Net~~Total ~~loss~~professional fees were $83,997 and $63,806 for the three months ended September 30, 2025 and 2024, respectively, an increase of $20,191. The primary reason for the increase was higher legal costs in the current period.

~~Total~~Research ~~net loss was $530,268 for the three months ended March 31, 2025, compared to $384,096 for the three months ended March 31, 2024. The increase of $146,172 was primarily due to increased consulting~~ and ~~advisory~~Development ~~fees in the current period.~~Expenses

8Total ~~Table~~research and development expenses were $53,966 and $26,561 for the three months ended September 30, 2025, and 2024, respectively, an increase of ~~Contents~~$27,405. The primary reason for the increase was increased research and development expenses related to testing and initial product development schedule in the current period.

~~Liquidity~~Other ~~and Capital Resources~~(Expenses)

~~The~~Total ~~Company’s~~other ~~condensed~~expenses ~~consolidated~~consist ~~financial~~of ~~statements~~amortization ~~are~~of ~~prepared~~debt ~~using~~discount ~~the~~related ~~generally accepted accounting principles applicable~~ to aconvertible ~~going concern~~notes, ~~which~~interest ~~contemplates~~expense ~~the~~related ~~realization~~to ofconvertible ~~assets~~notes and ~~liquidation~~gain ofon ~~liabilities~~extinguishment ~~in the normal course~~ of ~~business~~debt. OnTotal ~~March~~other ~~31,~~income ~~2025,~~(expenses) ~~and~~were ~~June 30, 2024, the Company had~~ $532,~~587 and $653~~654,~~117~~732 infor ~~cash, respectively, and $8,598,180 and $8,661,248 in negative working capital, respectively. On March 31, 2025,~~ the ~~principal balance of the Auctus Senior Secured Promissory Note was $5,900,000. The Note matured on March 15, 2023, and the company has been in discussions with Auctus to resolve the liability. For the~~ three months ended ~~March~~September 3130, 2025 ~~and 2024~~, ~~the~~compared ~~Company~~to ~~had a net loss of~~ ($~~530~~13,~~268~~427) ~~and~~for ~~$384,096, respectively. For~~ the ~~nine~~three months ended ~~March~~September 3130, ~~2025 and~~ 2024, ~~the~~an ~~Company~~increase ~~had a net loss~~ of $12,~~319~~668,~~759 and $1,933,033, respectively~~159. ~~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~~reason offor ~~a major portion of~~ the ~~recorded~~income ~~asset amounts shown~~ in the ~~accompanying~~current ~~unaudited~~period ~~condensed~~was ~~consolidated balance sheets is dependent upon continued operations of~~ the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded ~~asset~~a ~~amounts~~gain oron ~~amounts~~extinguishment ~~and classification~~ of ~~liabilities~~debt ~~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~~amount of ~~equity~~$2, ~~debt~~743,546 orrelated ato ~~combination thereof. Until~~ the ~~Company~~settlement ~~develops~~with ~~profitable operations, it is dependent upon management continually raising funds~~Auctus.

~~During~~Net ~~the~~income nine months ended March 31, 2025, the Company’s operating activities used $1,116,530 of net cash used compared to using $1,059,894 of net cash used in operating activities during the nine months ended March 31, 2024. This difference primarily related to stock issued for services in the current period. During the nine months ended March 31, 2025, the Company’s investing activities were $0 compared to $8,163 of net cash used in investing activities during the nine months ended March 31, 2024. This difference related to net cash issued for notes receivable during the nine months March 31, 2024. During the nine months ended March 31, 2025, the Company’s financing activities were $517,000 compared to $1,380,000 of net cash added in financing activities during the nine months ended March 31, 2024. This difference related to the additional issuances of convertible notes during the nine months ended March 31, 2024.(loss)

~~Funding~~Total ~~Strategy~~net income was $2,226,072 for the three months ended September 30, 2025, compared to a net loss of $372,222 for the three months ended September 30, 2024, an increase of $1,853,850. The reason for the net income in the current period was the Company recorded a gain on extinguishment of debt in the amount of $2,743,546 related to the settlement with Auctus.

To7 ~~date,~~Table ~~our operations have been funded primarily through private investors. Some~~ of these investors have verbally committed additional funding for the Company, as needed. We have had a number of discussions with broker-dealers regarding the funding required to execute the Company’s business plan, which is to acquire and develop breakthrough technologies or business interests in those companies that have developed these technologies. Contents

~~Off~~Liquidity ~~Balance~~and ~~Sheet~~Capital ~~Items~~Resources

WeThe Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. On September 30, 2025, and June 30, 2025, the Company had $52,136 and $44,850 in cash, respectively, and $5,710,579 and $8,708,900 in negative working capital, respectively. For the three months ended September 30, 2025, the Company had a net income of $2,350,657 and for the three months ended September 30, 2024 the Company had a net loss of $372,222. Continued losses may adversely affect the liquidity of the Company in the future. Therefore, the factors noted above raise substantial doubt about our ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying unaudited condensed consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The unaudited condensed consolidated financial statements do not ~~have~~include any ~~off-balance~~adjustments ~~sheet~~relating ~~arrangements~~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, ~~financings~~the Company must raise sufficient funds in the form of equity, debt, or ~~other~~a ~~relationships~~combination ~~with~~thereof. Until ~~unconsolidated~~the ~~entities~~Company ordevelops ~~other~~profitable ~~persons~~operations, ~~also~~it ~~known~~is asdependent ~~“special~~upon ~~purpose~~management ~~entities”~~continually ~~(SPEs)~~raising funds.

~~Critical~~During ~~Accounting~~the ~~Policies~~three months ended September 30, 2025, the Company’s operating activities used $177,714 of net cash used compared to using $353,095 of net cash used in operating activities during the three months ended September 30, 2024. This difference primarily related to an increased change in accounts payable and accrued liabilities in the amount of $283,118 offset by a decreased change in stock issued for services in the amount of $158,012. During the three months ended September 30, 2025, the Company’s financing activities provided cash of $185,000 compared to no activity for the prior period. The cash provided by financing activities in the amount of $185,000 was from proceeds from convertible notes payable.

~~Our~~Effective ~~discussion~~October ~~and~~29, ~~analysis~~2025, ofXeriant ~~our~~entered ~~financial~~into ~~condition~~a ~~and~~Settlement ~~results~~Agreement ofwith ~~operations~~Auctus ~~are~~to ~~based~~restructure ~~upon~~the ~~our~~Auctus ~~condensed~~Note ~~consolidated~~and ~~financial~~related ~~statements,~~Xeriant ~~which~~obligations. ~~have~~The ~~been~~Settlement ~~prepared~~Agreement inprovides ~~accordance~~that ~~with~~the ~~accounting~~Company ~~principles~~pay ~~generally~~Auctus ~~accepted~~$3,500,000 inas ~~the~~follows: ~~United~~(A) ~~States~~$1,000,000 ofon ~~America.~~or ~~The~~before ~~preparation~~75 ofdays ~~these~~from ~~condensed~~October ~~consolidated~~29, ~~financial~~2025; ~~statements~~(B) ~~requires~~$1,000,000 uson toor ~~make~~before ~~estimates~~105 ~~and~~days ~~judgments~~from ~~which~~October ~~affect~~29, ~~the~~2025;(C) ~~reported~~$1,000,000 ~~amounts~~on ofor ~~assets,~~before ~~liabilities~~135 days from October 29, ~~revenues~~2025; and ~~expenses~~(D) $500,000 ~~and~~on ~~related~~or ~~disclosures~~before of165 ~~contingent~~days ~~assets~~from ~~and~~October ~~liabilities~~29, ~~(see~~2025. ~~Note~~In 2addition, ~~Summary~~within often ~~Significant~~(10) ~~Accounting~~business ~~Policies,~~days ~~contained~~of inreceipt by the ~~notes~~Company of any money or any other consideration pertaining to the ~~Company’s~~legal ~~condensed~~action ~~consolidated~~brought ~~financial~~by ~~statements~~the ~~for~~Company against XTI Aircraft Company, the ~~nine~~Company ~~months~~will ~~ended~~transfer ~~March~~litigation ~~31,~~proceeds ~~2025~~to ~~and~~Auctus ~~2024~~on ~~contained~~a inpreferred ~~this~~basis ~~filing).~~and Onshare anon ~~ongoing~~a percentage basis, wethereafter ~~evaluate~~net ~~our~~of ~~estimates.~~legal ~~The~~fees ~~Company~~not ~~bases~~to ~~our~~exceed ~~estimates~~$250,000. onThere ~~historical~~is ~~experience~~no ~~and~~assurance onthat ~~various~~the ~~other~~Company ~~assumptions~~will ~~which~~raise wethe ~~believe~~funds necessary to bemeet ~~reasonable~~these ~~under~~obligations of the ~~circumstances,~~Settlement ~~the~~Agreement ~~results~~or ofthat ~~which~~there ~~form~~will be proceeds from the ~~basis~~litigation ~~for~~against ~~making~~XTI ~~judgments~~Aircraft. ~~about~~The foregoing terms from the ~~carrying~~Settlement ~~value~~Agreement ofrelate ~~assets~~to liquidity and ~~liabilities~~are ~~which~~only ~~are~~a ~~not~~portion ~~readily~~of ~~apparent~~those ~~from~~found ~~other~~in ~~sources.~~the ~~Actual~~Settlement ~~results~~Agreement. ~~may~~This ~~differ~~paragraph ~~from~~is ~~these~~qualified ~~estimates~~in ~~based~~its ~~upon~~entirety ~~different~~by ~~assumptions~~the orterms and conditions; ~~however,~~set weforth ~~believe~~in ~~that~~Form ~~our~~8-K ~~estimates~~filed ~~are~~with ~~reasonable~~the SEC on November 12, 2025.

~~Management~~Off isBalance ~~aware~~Sheet 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.Items

9We ~~Table~~do ofnot ~~Contents~~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 condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments which affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities (see Note 2, Summary of Significant Accounting Policies, contained in the notes to the Company’s unaudited condensed consolidated financial statements for the three months ended September 30, 2025 and 2024 contained in this filing). On an ongoing basis, we evaluate our estimates. The Company bases our estimates on historical experience and on various other assumptions which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates based upon different assumptions or conditions; however, we believe that our estimates are reasonable.

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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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

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 ~~March~~September 3130, 2025, 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 their evaluation of ~~the~~our ~~Company’s~~ disclosure controls and procedures, they concluded that, at ~~March~~September 3130, 2025, ~~the~~our ~~Company’s~~ disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended ~~March~~September 3130, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

109 Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

OnEffective October 1929, ~~2023~~2025, Xeriant ~~filed~~terminated aits ~~complaint~~litigation inproceedings ~~the~~with ~~United States Southern District of New York (Case no.1:23-cv-09200) against~~ Auctus Fund, LLC, ~~to invalidate allegedly illegally designed contractual agreements, including contesting the enforceability of the related note~~ and ~~amendments,~~entered ~~and~~into ~~to set aside improper and unlawful securities transactions effectuated in violation of Section 15(~~a~~)(1)~~ ofSettlement ~~the~~Agreement ~~Exchange~~with ~~Act~~Auctus ~~(15~~to ~~U.S.C.~~restructure ~~§ 78o(a)(1)) by~~ the ~~Defendant,~~Auctus ~~alleging~~Note ~~breaches of fiduciary duty~~ and related ~~claims~~obligations. On ~~February~~The 9,Company’s ~~2024,~~ongoing ~~the~~lawsuit ~~case~~against ~~was~~XTI ~~dismissed. The~~Aircraft Company ~~filed~~has a ~~Notice~~connection ofto ~~Civil~~the ~~Appeal~~Auctus onmatter ~~March~~in ~~13,~~that ~~2024, primarily based on public welfare because of~~ the ~~pending~~Company’s ~~litigation~~obligations ~~between~~to ~~the SEC and~~ Auctus ~~Fund Management~~were, ~~LLC,~~according ~~which~~to ~~complaint~~Xeriant’s ~~was filed on June 1~~complaint, ~~2023. On~~to ~~June~~be ~~19,~~assumed ~~2024,~~by ~~the~~XTI ~~Company~~as ~~filed~~provided ~~an appeal~~ in ~~the~~a ~~United~~Letter ~~States Court of Appeals for the Second Circuit (Case no~~Agreement. ~~24-682-cv)~~Separately, ~~which~~Auctus isFund, ~~still~~LLC ~~pending. The~~sued ~~foregoing~~XTI ~~descriptions~~related ~~of the legal actions do not purport~~ to ~~be complete and are subject in their entirety by~~ the ~~full~~Letter ~~text of the court filings~~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, ~~and~~ 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, 2024, ~~Xeriant~~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, 2024, seeking to dismiss all ~~Xeriant~~the Company’s claims except for breach of contract. ~~Xeriant~~ The Company filed a Memorandum of Law in Opposition to XTI’s Motion to Dismiss on April 10, 2024, and on January 14, 2025, the Court agreed with ~~Xeriant~~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 ~~Xeriant~~the Company’s Second Amended Complaint adding two counter claims, including breach of fiduciary duty and breach of contract. ~~Xeriant~~The Company responded on March 18, 2025, moving to dismiss both counterclaims and on April 41, 2025, ~~submitted~~XTI filed a ~~letter~~Second Amended Answer and Counterclaims to the ~~court~~Second ~~challenging~~Amended ~~XTI’s~~Complaint. On ~~filing~~April of28, 2025, the Company filed a Motion to Dismiss XTI’s Second Amended Answer and Counterclaims. ~~The~~On ~~court~~May ~~subsequently~~12, ~~allowed~~2025, XTI filed a Memorandum of Law in Opposition to Xeriant’s ~~filing~~Motion ofto 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 ~~and~~with Counterclaims. On September 23, ~~and~~2025, Xeriant’s isMotion 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 ~~responding~~the legal actions do not purport to be complete and are subject in their entirety by the full text of the court filings.

~~Except~~On asJuly ~~set~~2, ~~forth above~~2025, ~~there~~the isCompany nowas ~~pending~~served ~~litigation~~with ~~against~~a ~~the~~complaint ~~Company~~from ~~and~~Midland toCompounding ~~our~~for ~~knowledge~~breach noof ~~litigation~~contract isin ~~contemplated~~the orpayment ~~threatened.~~of Toan ~~our~~invoice ~~knowledge,~~in ~~none~~the amount of ~~our directors~~$57,600 ~~officers,~~related 5%to ~~shareholders~~a orpurchase ~~affiliates~~order ~~are~~for ~~party~~consulting toservices ~~any~~related ~~legal~~to ~~proceedings~~improving ~~that~~the ~~would~~Company’s ~~have~~intumescent afire-retardant ~~material~~layer ~~adverse~~for ~~effect~~NEXBOARD. On onAugust ~~our~~20, ~~business~~2025, ~~financial~~the ~~condition~~Company filed an Answer and Affirmative Defenses, oressentially ~~operating~~stating ~~results~~that Midland Compounding had not performed the services it was contracted to provide.

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

Item 1A. Risk Factors

Our business is subject to numerous risks and uncertainties including but not limited to those discussed in “Risk Factors” in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities

During the ~~nine~~three-month period ended ~~March~~September 3130, 2025, the Company issued 154,~~431~~756,~~682~~410 shares for various services, 3315,~~779~~000,000 shares from conversion of Series A Preferred stock, ~~105~~33,~~538~~550,~~888~~000 shares for conversion of principal and accrued interest ~~and 1,528,185 shares for cashless exercise of warrants~~. The Company believes that the issuance of the securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and based on the fact that such securities were issued for services to sophisticated or accredited investors and persons who are thoroughly familiar with the Company’s proposed business by virtue of their affiliation with the Company.

Item 3. Defaults Upon Senior Securities

Refer to Note 6 relating to Auctus Senior Secured Promissory Note

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

To the best of the Company’s knowledge, during the fiscal quarter ended ~~March~~September 3130, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

1110 Table of Contents

Item 6. Exhibits

The following exhibits are filed herewith

ExhibitNumber		Document
10.1		Settlement Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 12, 2025)
31.1		Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XERIANT, INC.
Date: May 15, 2025	By:	/s/ Keith Duffy
Date: November 18, 2025	By:	/s/ Keith Duffy
		Keith DuffyChief Executive Officer(Principal Executive)

Date: May 15, 2025	By:	/s/ Brian Carey
Date: November 18, 2025	By:	/s/ Brian Carey
		Brian CareyChief Financial Officer

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