XERIANT, INC.

Xeriant, Inc. is a development-stage company dedicated to the discovery, development, and commercialization of transformative technologies, with a focus on advanced materials that can be integrated across multiple industrial sectors. 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 ¹. The U.S. Department of Energy has announced nearly $1 billion in funding to strengthen the domestic critical minerals and advanced materials supply chain ². The global drywall market 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 ³. The global wood-based panel market 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 ⁴. The combined addressable opportunity in the United States across drywall, plywood, OSB, MDF, and MgO board segments is estimated at approximately $56.7 billion ⁵. The U.S. joint compound market is estimated at approximately $940 million in annual revenue ⁶.

The construction materials market is dominated by large, well-capitalized competitors, including manufacturers of gypsum drywall, plywood, OSB, and MDF, which benefit from economies of scale, entrenched distribution networks, and lower per-unit production costs ⁷. NexBoard, as a new entrant with a novel material composition and manufacturing process, is unlikely to achieve comparable per-unit costs in the near to medium term ⁸. The Company's primary competitive advantage is its proprietary fire-retardant technology, Durazite, which is incorporated into both NexBoard and NexPatch ⁹. NexBoard has been independently certified through accredited third-party laboratory testing across a comprehensive range of performance standards, including 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 ¹⁰. No single competing product achieves equivalent performance across all of these dimensions simultaneously ¹¹.

Xeriant generates revenue through the development and commercialization of eco-friendly advanced materials, marketed under the DUREVER brand, including NexBoard, a high-performance eco-friendly composite construction panel made from recycled plastic and fiber waste, and NexPatch, its companion fire-resistant joint compound ¹². Both products use the Company's proprietary fire-retardant technology, called Durazite ¹³. 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 ¹⁴. The Company 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 ¹⁵. 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 ¹⁶. The Company expects to begin executing licensing agreements during the fourth quarter of 2026, which should generate revenue ¹⁷.

NexBoard is the Company's primary commercial product, designed to address the limitations of conventional building materials simultaneously across a single panel platform ¹⁸. It is manufactured with post-consumer and post-industrial recycled plastic and fiber waste and incorporates the Company's proprietary Durazite nanotechnology-enhanced intumescent fire-retardant chemistry ¹⁹. Under structural and mechanical performance testing, NexBoard recorded a tensile strength, compressive strength, and fastener pull-through resistance significantly greater than standard drywall ²⁰. Under impact resistance testing, NexBoard exceeded Level 3, the highest defined impact classification ²¹. 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 ²². Under extreme conditioning at 160°F and 97% relative humidity, NexBoard recorded less than one percent moisture absorption after 28 days ²³. NexBoard achieved a perfect score of 10 under the mold resistance test, the highest possible rating, indicating zero mold growth after 28 days ²⁴. 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 ²⁵. 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 ²⁶. VOC content measured below the threshold required for EPA, CARB, LEED, and GREENGUARD certification ²⁷. The Company holds U.S. Patent No. 12,679,047 covering NexBoard's specialized manufacturing process, novel composition, and layering architecture ²⁸.

NexPatch is the Company's DUREVER brand fire-resistant finishing compound, purpose-engineered as the joint treatment system for NexBoard installations and a standalone commercial product ²⁹. It 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 ³⁰. 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 ³¹. NexPatch's near-zero shrinkage enables a single-pass application, eliminating the tape coat and multiple filler coats required by standard products ³². 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 ³³. The Company estimates its NexPatch total addressable U.S. market at approximately $940 million ³⁴.

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 ³⁵. Almost all of the third-party testing needed for NexBoard's use for interior wallboards used in construction have been completed ³⁶. Because of the exceptional test results, NexBoard will also be marketed for exterior applications as a potentially universal wallboard ³⁷. On March 31, 2026, the Company received a Notice of Allowance issued by the United States Patent and Trademark Office for the Company's patent application (Serial No. 18/623,359) covering its proprietary technology ³⁸. The formal patent was issued to Xeriant on July 14, 2026 ³⁹. The Company owns a 64% interest in its subsidiary, American Aviation Technologies, LLC, which owns a patented VTOL drone/aircraft concept called Halo ⁴⁰. Factor X Research Group, Xeriant's advanced research and innovation engine, was first publicly announced in November 2025, and 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 ⁴¹. Effective October 29, 2025, Xeriant entered into a Settlement Agreement with Auctus to restructure the Auctus Note and related Xeriant obligations, which included issuing 30,000,000 unrestricted shares of Common Stock and paying $3,500,000 in installments ⁴². 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 ⁴³. 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 ⁴⁴.

For the fiscal year ended June 30, 2026, the Company reported net income of $392,278, compared to a net loss of $1,646,898 for the fiscal year ended June 30, 2025, a change of $2,039,176 ⁴⁵. Total operating expenses decreased to $1,058,224 from $1,365,491 in the prior year ⁴⁶. The Company recorded a gain on extinguishment of debt in the amount of $2,810,278, of which $2,743,546 was related to the settlement with Auctus ⁴⁷. This was offset somewhat by a loss on debt extinguishment in the amount of $1,061,176 related to shares issued to Auctus for the extension of an agreement ⁴⁸. As of June 30, 2026, the Company had $87,594 in cash, compared to $44,850 as of June 30, 2025 ⁴⁹. The Company had $4,897,313 in negative working capital as of June 30, 2026, compared to $8,708,900 in negative working capital as of June 30, 2025 ⁵⁰.

The Company expects to begin executing licensing agreements during the fourth quarter of 2026, which should generate revenue ⁵¹. The Company is having ongoing discussions with potential strategic partners and an investment bank interested in financing manufacturing facilities and operations through a series of green bond issuances, although no engagement agreement has been entered into at this time ⁵². 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 ⁵³.

Factor X Research Group is intended to function 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 ⁵⁴. 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 ⁵⁵. 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 ⁵⁶. Implementation of this division may require access to substantial capital which the Company does not presently have ⁵⁷.

The Company's long-term manufacturing strategy contemplates the potential use of large-scale financing structures, including green bond financing or similar instruments, to fund dedicated NexBoard manufacturing facilities and equipment ⁵⁸. The transition from contract manufacturing to dedicated, internally operated manufacturing facilities capable of producing NexBoard at commercial scale requires substantial capital investment in specialized equipment, which may include injection molding tooling and equipment, sheet extrusion equipment, coating systems equipment, and associated production infrastructure ⁵⁹. A fully operational, dedicated manufacturing facility capable of meeting anticipated market demand would require capital outlays that significantly exceed the Company's current resources and near-term financing plans ⁶⁰.

The Company has been working with contract manufacturers and its supply chain and plans to scale up production with manufacturing partners that have equipment and systems needed to optimize quality and output ⁶¹. 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 ⁶². The Company's management team of four people is currently paid as consultants or independent contractors ⁶³. The Company has engaged and plans to continue to engage outside consultants called Senior Advisors to advise it ⁶⁴.

The Company does not have any equity compensation plans and accordingly there are no shares authorized for issuance under an equity compensation plan ⁶⁵. The Company has not declared any cash dividends, nor does it intend to do so in the foreseeable future ⁶⁶. The Company's Board of Directors has the power to issue any or all of the authorized but unissued shares without stockholder approval ⁶⁷.

The Company is a development-stage enterprise with a limited operating history with no sales, and operating losses since its inception ⁶⁸. The Company anticipates operating losses to continue into the foreseeable future and substantial additional capital may be required that may not be available on acceptable terms ⁶⁹. Currently, there is no revenue being generated and the Company has significant operating losses that are expected to continue into the foreseeable future ⁷⁰. The Company's recurring operating losses raise substantial doubt about its ability to continue as a going concern ⁷¹. The Company's independent registered public accounting firm included an explanatory paragraph in its report in the consolidated financial statements for the most recent fiscal years with respect to this uncertainty ⁷².

The Company's business is substantially concentrated in the building materials industry, and adverse conditions in that industry could materially harm its results of operations ⁷³. The construction industry is characterized by deeply entrenched purchasing habits, long-standing supplier relationships, established specification standards, and significant institutional resistance to the adoption of new materials ⁷⁴. Gaining acceptance of NexBoard as a substitute for conventional materials will require extensive education of architects, specifiers, contractors, and building inspectors; investment in training programs for installation crews; inclusion in building codes and specification guides that currently reference only conventional materials; and a sustained period of demonstrated field performance to build market confidence ⁷⁵.

The Company's operations and products may be subject to environmental, health, and safety regulations that could increase costs or restrict operations ⁷⁶. The manufacture of NexBoard incorporates recycled thermoplastics, fire-retardant chemicals, and nanotechnology-enhanced materials that may be subject to environmental, health, and safety regulations at the federal, state, and local levels, including regulations administered by the Environmental Protection Agency, the Occupational Safety and Health Administration, and state environmental agencies ⁷⁷. Changes in applicable environmental regulations could require the Company to modify its manufacturing processes, reformulate its products, or incur additional compliance costs ⁷⁸.

The Company is a development-stage enterprise with no sales and operating losses since inception, and its recurring operating losses raise substantial doubt about its ability to continue as a going concern ⁷⁹. The Company has a Senior Secured Promissory Note with Auctus Fund LLC, which became due and payable on March 15, 2023, and the Settlement Agreement terms were extended through October 31, 2026 ⁸⁰. As of June 30, 2026, the Company has not made any cash payments in connection with the settlement agreement ⁸¹. The Company's business is substantially concentrated in the building materials industry, and adverse conditions in that industry could materially harm its results of operations ⁸². The manufacture of NexBoard at commercial scale requires substantial capital investment that the Company may be unable to raise on acceptable terms or at all ⁸³. The Company's competitive advantage is substantially dependent on its proprietary fire-retardant formulation, and unauthorized disclosure or reverse engineering of this formulation could materially compromise its competitive position ⁸⁴. The Company may be subject to claims that its consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of their other clients or former employers ⁸⁵.

Management's message emphasizes the Company's dedication 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 ⁸⁶. The Company's advanced materials line is marketed under the DUREVER brand and includes NexBoard and NexPatch, both using the Company's proprietary fire-retardant technology, called Durazite ⁸⁷. Management highlights the exceptional test results of NexBoard, which will be marketed for exterior applications as a potentially universal wallboard ⁸⁸. The Company expects to begin executing licensing agreements during the fourth quarter of 2026, which should generate revenue ⁸⁹. Management is diligently working on securing the funding needed to fulfill its obligations under the Settlement Agreement with Auctus ⁹⁰. The Company is also focused on the development of Factor X Research Group, its advanced research and innovation engine, which is intended to function as a systematic technology evaluation and commercialization engine ⁹¹.