UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01. Entry Into Material Definitive Agreements.
Effective December 27, 2022 (the “Effective Date”), Xeriant, Inc. (the “Company”) entered into a Second Amendment to Senior Secured Promissory Note (the “Second Amendment”) with Auctus Fund, LLC (“Auctus”) pursuant to which the parties agreed to amend the Company’s Senior Secured Convertible Promissory Note in the principal amount of $6,050,000 dated October 27, 2021 (the “Note”) issued to Auctus. The Amendment (i) extended the maturity date of the Note, the obligation to uplist to a national securities exchange and the 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 (ii) make two pre-payment installments of $50,000 on January 15, 2023 and February 15, 2023.
Effective the Effective Date, the Company entered into a First Amendment to Common Stock Purchase Warrants (the “Warrant Amendment”) with Auctus pursuant to which the parties agreed to amend the time when the adjustments to the exercise price and the number of shares issuable upon exercise the prior warrants issued on October 27,2021 terminate to 11:59 p.m., New York time, on the date that the Company’s Common Stock is initially listed for trading on the Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT or other national securities exchange .
The foregoing summaries of the Second Amendment, the New Warrants and the Warrant Amendment do not purport to be complete, and are qualified in their entirety by the terms and conditions set forth in the forms thereof which are attached as exhibits to this Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
Reference is made to the discussion in Item 1.01 with respect to the issuance of the New Warrant. The New Warrant is being issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| XERIANT, INC. |
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Date: December 27, 2022 | By: | /s/ KEITH DUFFY |
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| Keith Duffy, Chief Executive Officer |
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