OTC: XERI

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

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

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

Joint Venture with XTI Aircraft

Effective May 31, 2021, Xeriant entered into a Joint Venture with XTI Aircraft Company (“XTI”), named Eco-Aero, LLC, with the purpose of completing the preliminary design review (“PDR”) of XTI’s eVTOL fixed wing aircraft. XTI and the Company each own 50 percent of the XTI JV, and it is managed by a management committee consisting of five members, three appointed by Xeriant and two by XTI. The Company invested approximately $5.5 million into the joint venture after borrowing the funds from Auctus Fund LLC (“Auctus”) through a Senior Secured Promissory Note, through an introduction from Maxim Group, LLC, the Company’s investment banker at the time. The borrowed funds from Auctus were intended to be a bridge loan that would be resolved through an IPO (Initial Public Offering) and uplist to Nasdaq in a merger with XTI, which did not occur because XTI refused to move forward with the merger. The PDR was completed during the first quarter of 2022 according to XTI, which was the purpose of the joint venture.

On May 17, 2022, Xeriant signed a Letter Agreement with XTI related to the introduction of XTI to Inpixon, a Nasdaq-listed company. Under this Letter Agreement, if there was a combination or other transaction between XTI and Inpixon, Xeriant would receive compensation of 6 percent of XTI fully diluted pre-merger shares, and XTI would assume the obligations of Xeriant’s Senior Secured Note with Auctus Fund, LLC. On May 31, 2023, the joint venture was terminated according to an Acceleration Event, which was 24 months from the start of the joint venture. On June 5, 2023, after suspecting that the obligations under the Letter Agreement were possibly being evaded, the Company transmitted a formal demand letter to XTI requesting compliance with the provisions outlined in the Letter Agreement, and in accordance with section 8 of the JV Agreement with XTI. On July 25, 2023, Inpixon filed an 8-K, announcing their intention to merge with XTI having executed an Agreement of Plan and Merger with XTI. The filing also showed that XTI had engaged in a transaction with Inpixon on March 10, 2023, receiving $300,000 in funding, which was a compensation triggering event. Inpixon subsequently filed an S-4/A registration statement on October 6, 2023. On December 6, 2023, the Company initiated legal proceedings against XTI. See Litigation Section at Note 9 below for a summary of the related legal proceedings.

Auctus Fund LLC Senior Secured Note

Through Maxim Group, LLC, the Company was introduced to Auctus Fund LLC (“Auctus”) for the purpose of providing bridge loan funding to satisfy the requirements of a pending merger with XTI Aircraft under a letter of intent signed in September 2021. On October 27, 2021, the Company issued a convertible note payable with Auctus with the principal of $6,050,000, consisting of $5,142,500, which was the actual amount funded, plus an original issue discount in the amount of $907,500 for interest on the unpaid principal amount at the rate of zero percent per annum from the issue date until the note becomes due and payable. The closing costs were $433,550, which included $308,550 in fees paid to Maxim and professional fees for completing the transaction. The Note had an initial due date of October 27, 2022. The Auctus Note provides the holder has the option to convert the principal balance to common stock of the Company at a conversion price of the lesser of (i) $0.1187 or (ii) 75% of the offering price per share divided by the number of shares of common stock. The Auctus Note is secured by the grant of a first priority security interest in the assets of the Company. In connection with the Auctus Note, the Company issued warrants indexed to an aggregate of 50,968,828 shares of common stock. The warrants have a term of five years and an exercise price of $0.1187. The exercise price can be adjusted downward to match the price of the Company’s most recent issuances of common shares.

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

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

The Company tested the first modification (“First Amendment”) under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $3,570,366 for the year ended June 30, 2023. The Company tested the second modification (“Second Amendment”) under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result, the modification resulted in a loss on an extinguishment in the amount of $689,621 for the year ended June 30, 2023.

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

Effective October 29, 2025, Xeriant entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related Xeriant obligations. The Settlement Agreement provides, inter alia, the following:

1. The Company will issue to Auctus 30,000,000 unrestricted shares of the Company’s Common Stock (the “Conversion Shares”) pursuant to an existing Notice of Conversion dated February 24, 2025.

2. The Company will pay Auctus $3,500,000 as follows: (A) $1,000,000 on or before 75 days from October 29, 2025; (B) $1,000,000 on or before 105 days from October 29, 2025;(C) $1,000,000 on or before 135 days from October 29, 2025; and (D) $500,000 on or before 165 days from October 29, 2025.

3. Within ten (10) business days of receipt by the Company of any money or any other consideration pertaining to the legal action brought by the Company against XTI Aircraft Company, the Company will transfer litigation proceeds to Auctus on a preferred basis and share on a percentage basis thereafter net of legal fees not to exceed $250,000.

4. Provided that the Company timely makes all payments with respect to the $3,500,000, Auctus will return to Company (a) a Warrant dated July 26, 2022, to purchase 25,000,000 shares of the Company’s Common Stock and (b) a Warrant dated December 27, 2022, to purchase 25,000,000 shares of the Company’s Common Stock.

5. So long as the Company makes all payments as set forth above, Auctus will suspend any further exercise of its conversion rights under the Note.

6. The Company has issued a full and unconditional release to Auctus regarding any claims that the Company has against Auctus with respect to the Note and all agreements relating to the Note.

7. The Company agrees that it will not pursue, file or permit to be pursued. any civil action against Auctus with regard to the released claims.

8. Provided that no event of default has occurred under the Settlement Agreement, Auctus will not pursue, file, or assert any action, suit or legal proceeding against the Company seeking equitable or monetary relief in connection with the Note.

9. Auctus will be entitled to retain its original warrant to purchase 50,968,828 shares of the Company’s Common Stock.

The foregoing summary of the Settlement Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions set forth in Form 8-K filed with the SEC on November 12, 2025.

The Company and Auctus have also entered into a Leak-Out Agreement regarding the sale by Auctus of common stock received by Auctus pursuant to a conversion or exercise of any security held by Auctus.

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

The Company tested the modification under ASC 470-50-40 to determine if the modification resulted in an extinguishment. It was determined the present value of the cash flows under the terms of the new debt instrument was at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. As a result of the modification, the Company extinguished the $5,900,000 principal amount and $643,546 in accrued interest, in exchange for recording a settlement liability of $3,500,000 along with common stock at $300,000 (30,000,000 shares valued at $0.01 per share). This resulted in the Company recording a gain on extinguishment in the amount of $2,743,546. On May 18, 2026, Xeriant and Auctus agreed to an extension of the settlement terms through July 31, 2026, for an extension fee of 46,138,100 shares of Xeriant common shares, which are subject to the leak-out agreement that was part of the Settlement Agreement. On September 23, 2026, Xeriant and Auctus extended the terms of the Settlement Agreement through October 31, 2026, which included a two-year extension of the warrants previously issued to Auctus. The Company is diligently working on securing the funding needed to fulfill its obligations.

OUR BUSINESS SUMMARY

Introduction

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

Company Overview

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

Advanced Materials

A primary focus of the Company is the development and commercialization of eco-friendly advanced materials, including nanotechnology, which have applications across a broad range of industries and the potential to generate significant near-term revenue. Xeriant has developed a very effective fire-retardant technology, called Durazite, that has been incorporated into its proprietary construction materials, namely NexBoard and NexPatch. The Company’s strategy includes potential licensing arrangements, joint ventures, or combinations which could allow for more rapid access to various markets with reduced capital requirements and financial risk. Xeriant is having discussions with potential partner companies in the building materials industry that may provide production and distribution infrastructure, as well as supply chain and financial support. The Company’s advanced materials can also be licensed to companies with products that are not related to construction, to enhance performance and safety, or used in the joint development of new products. For near-term production of its construction materials to meet expected demand indicated by a number of homebuilders and developers, Xeriant has been working with contract manufacturers and its supply chain andplans to scale up production with manufacturing partners that have equipment and systems needed to optimize quality and output. If the Company decides to set up its own manufacturing facilities it will need to raise significant capital, which may or may not be available depending on market conditions and other factors. The Company has had ongoing discussions with potential strategic partners and an investment bank interested in financing these facilities and operations through a series of green bond issuances although no engagement agreement has been entered into at this time, primarily waiting for the production of NexBoard through the contract manufacturing and providing samples to potential buyers who have expressed interest.

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

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

Factor X Research Group

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

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

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

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

Industry Overview/Market Opportunity

Advanced Materials

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

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

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

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

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

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

Construction Materials — Wallboards and the NexBoard™ Opportunity

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

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

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

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

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

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

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

NexPatch™ - Joint Compound Market Opportunity

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

Intellectual Property

On March 31, 2023, the Company filed a provisional patent application titled “Multilayered Fire-Resistant Polymer Composite and Method for Producing Same,” for a method of producing a unique fire-resistant thermoplastic and fiber composite material which may be formed or shaped into various construction products of different thicknesses and dimensions. This green material will be composed primarily of recycled plastic, cellulose and ecofriendly fire-retardant chemicals, including but not limited to use in walls, ceilings, flooring, framing, siding, roofing, molding, and decking, used in construction. On April 1, 2024, the Company filed a non-provisional U.S. patent application claiming priority to the filing date of the 2023 related provisional patent application described herein. On March 31, 2026, the Company received a Notice of Allowance issued by the United States Patent and Trademark Office (USPTO) for the Company’s patent application (Serial No. 18/623,359) covering its proprietary technology. The formal patent was issued to Xeriant on July 14, 2026. Just prior to that date, Xeriant filed a continuation patent application seeking additional patent claim coverage for the inventions described in the application, and a PCT (Patent Cooperation Treaty) application, an international patent application that extends the deadline for pursuing patent protection in desired PCT member countries.

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

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

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