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It's interesting reading the two S-1s side-by-side. Xeriant is lying. Duffy is lying. This is very clear.
Friends n Family are lying. This is very clear.
I'm very curious to see if the auditors certify the next 10-K. If the auditors certify the next 10-K, the auditors will evidence their corruption. Therefore expect Xeriant to fold before the next annual filing.
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The S-1 is not what MovyChem agreed to. Show where in the original agreement where MC was to supply XERI's trademarked product Nexboard. This statement isn't a lie it's just something MovyChem wasn't obligated to make. It's all in the details and won't be found with made up reading between the lines.
"However, since the announcement date, the Movychem JV has been unable to fabricate 48" x 96" Retacell®-infused panels with the quality demanded by Xeriant and its clients."
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That is an overly narrow view of how JVs work! According to that interpretation, XERI must be lying in its S1/A -- because the language in the filing sure seems to point to the failure of Movychem to perform certain production-related results and not simply assign the Retacell IP to the JV!
MORE LAME BS
That was NEVER what the MovyChem/XERI JV was created for. Filing shows MovyChem's obligation was to supply the patents only for Retacelas as stated in the 8-K. Just BS saying MC was to supply XERI's Nexboard.
For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date. At such time as the Company makes its $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem will transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem has granted to the Joint Venture an exclusive worldwide license under the patents.
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Unless XERI is lying in an official SEC filing, it's obvious why Movychem is no longer in the NexBoard picture -- and why XERI chose to partner with TMF in the test production of NexBoards (as per their most recent PR). I would expect/hope to hear something soon regarding TMF's efforts in this regard -- since XERI is scheduled to deliver NexBoards before the end of Q3 this year in order for NNC to start building those 35,000 homes in Africa.
The S1/A clearly described the failure of Movychem to perform: "On June 8, 2022, we announced the development of a multi-purpose, high-strength fire- and water-resistant composite panel made from a formulation of Movychem’s industrial flame-retardant, Retacell®, and a cardboard fiber-reinforced polymeric resin. The panel described in the press release was initially produced in a laboratory setting. [b]However, since the announcement date, the Movychem JV has been unable to fabricate 48" x 96" Retacell®-infused panels with the quality demanded by Xeriant and its clients.
On August 12, 2022, we filed the trademark“NexBoard,” for 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.
After working through Movychem over this period of time and experiencing a number of issues, including supply chain interruptions, mechanical failures, and the general inability to produce an industrial-sized composite wall panels made with Retacell®, we have been in development of an upcycled wallboard panel that can be produced in the United States at industrial scale. This approach will enable us to unlock existing demand indicated by several homebuilders and developers. Industrial production requires the panels to be cut in varying thicknesses and sizes, including standard 48” x 96” sheets, economically and with consistency and efficiency.
On March 31, 2023, we filed a provisional patent application 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, cardboard and ecofriendly fire-retardant chemicals, including but not limited to use in walls, ceilings, flooring, framing, siding, roofing, molding, and decking, used in construction. Subject to available capital, we are 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. We have identified potential sites for near-term contract manufacturing, a pilot plant, and larger manufacturing facilities, received bids for specialized manufacturing equipment, developed timetables related to the action plan, and hired a managing director with decades of experience to oversee the projects.
This SCAM still trading?
What did MovyChem fail to due?? Xeri was just buying the patent rights for Retacell.
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Basic Business Law dictates that XERI doesn't have to continue paying Movychem if Movychem fails to live up to its responsibilities in the JV!
Point to a single statement in any PR, SEC filing, contract, webpage, etc. supporting that position! Why would it be XERI's responsibility to not only pay Movychem and share half its profits with them -- but then ALSO develop a cost-effective, scalable production technique that would make Retacell into a commercially viable line of green building materials?
What Lame BS
Nexboard is a Trademarked XERI product, Movychem was to supply the patent rights not produce a product. Nowhere in any filing is there proof that XERI lived up to their monetary obligations. This means that XERI DEFAULTED and as stated in the agreement and has the right to dissolve the JV and keep their BS intellectual property on Retacell.
For its capital contribution to the Joint Venture, pursuant to a Patent and Exclusive License and Assignment Agreement (the “Patent Agreement”), Movychem is transferring to the Joint Venture all of its interest to the know-how and intellectual property relating to Retacell exclusive of all patents, and the Company is contributing the amount of $2,600,000 payable (a) $600,000 at the rate of $25,000 per month over a 24 month period and (b) $2,000,000 within five business days of a closing of a financing in which the Company receives net proceeds of at least $3,000,000 but in no event later than six months from the Effective Date. At such time as the Company makes its $2,000,000 payment (and assuming the Company is current with its then monthly capital contributions), pursuant to the Patent Agreement, Movychem will transfer all of its rights, title and interest to all of the patents related to Retacell for an amount equal to aggregate cash contributions of the Company to the Joint Venture plus 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products. Pending assignment of the patents to the Joint Venture, pursuant to the Patent Agreement, Movychem has granted to the Joint Venture an exclusive worldwide license under the patents.
The Joint Venture Agreement grants to Movychem the right to dissolve the Joint Venture in the event that the Company fails to make any of its capital contributions in which case the Joint Venture will be required to grant back to Movychem all joint venture intellectual property and the assignment to Movychem of any outstanding licenses. Additionally, the Services Agreement will be amended to provide that the 40% of royalties to be paid by to the Company will be limited to licensees who were first introduced to the Joint Venture or Movychem, as the case may be.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1481504/000147793222002000/xeri_8k.htm
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LOLOLOLOL....IT WAS xeriant's RESPONSIBILITY TO PRODUCE nexboard, NOT movychem. Rectacel IS JUST AN INGREDIENT TO THE CAKE. WHICH WAS BOUGHT BY xeriant.
SO, BLAMING movy FOR xeriant's FAILURE IS JUST FUTILE...
LET'S STICK WITH THE FACTS, JACK
Movychem was in a JV with XERI and apparently couldn't live up to their responsibilities when it came to producing NexBoards. So TMF was brought in. Why should XERI have continued to pay them when they weren't living up to their end of the partnership?
LOLOLOLOL....STILL BLAMING MOVYCHEM FOR xeriant's FAILURE TO PAY....
THAT'S REALLLL FUNNY....
WASN'T xeriant THAT SUPPOSEDLY BOUGHT THEM AND WAS SUPPOSED TO FINANCE ALL TESTING, ETC...???
WHAT A JOKE THIS POS SCAM HAS BECOME!!!
It certainly looks like the S1/A was referring to impending deals with TMF (re NexBoard production) and NNC (re that 35,000-home project in Africa). So they would seem to be the subjects of the next big announcements -- in addition to news about XERI's patent application for NexBoards.
Simply because Movychem didn't have the production expertise to produce NexBoards cost efficiently enough to meet the massive demand for NexBoards doesn't necessarily mean that Retacell won't be commercially viable in other areas. But if Movychem does nothing else but get XERI into the incredibly lucrative green construction materials business, they will have been served us (XERI's investors) well.
50k sitting at 26. Looks like roaches are RUNNING to get out this POS SCAM....
That would be a welcome sight.
Movychem and Retacell appear to be out now. That was a big waste of time. I guess a few eggs get broken when making a cake. Let's hope this cake gets put in the oven soon. I'm HUNGRY!
XERI is probably waiting to promote some real news (regarding NexBoards, TMF, NNC, XTI, etc.) rather than simply announcing that they've amended their S-1
LOLOLOLOL...SURE
HAS NOTHING TO DO WITH xeriant BEING BROKE, RIGHT....
I'm saying that it's obvious from the filings that Movychem (which created "Retacell") is no longer a major player in the NexBoard deal. And if anyone defaulted on the JV, it's them. Not XERI!
100k sitting at 27. Get to slapping...
Good Wednesday morning. XERI... $$$$$$$$.. LONG!!
Was there a PR for the S-1/A ? I haven't seen anything other than the posts here.
LOLOLOLOL...SO, NOW YOU'RE BLAMING RETACELL??? QUITE CLEAR IT'S ALLLLLL JUST A SCAMMMM. xeriant HAS NO $, NOR INTENTIONS TO PAY BECAUSE IT'S ALLLLL JUSTTTT A SCAMMMM.....
DEFAULT IS DEFAULT IS DEFAULT.....NO MORE CLAIMING OTHERWISE....
The Movychem JV, as far as NexBoards are concerned, doesn't seem relevant anymore. Just compare the text between the the original S1 and the S1/A. Movychem apparently couldn't live up to its end of the bargain with regards to producing NexBoards using Retacell. That's not to say that Retacell won't have other practical applications, but it appears TMF will now be fulfilling the NexBoard production role.
The SEC requires company's the amend S1's if they still intend to uplist. Look for additional amended filings as those deals are finalized.
Standard SEC language under the circumstances. They can't include details on AUCTUS, XTI, NNC, TMF, etc. until they are DEFINITIVE AGREEMENTS. Once that happens, watch how a lot of that language disappears or changes significantly.
"has not repaid" means in default.
"Is in active negotiations with Auctus to extend the maturity date," also means Xeriant is currently in default of the Auctus Note.
Fact.
Should Auctus agree to Xeriant's request to "extend" the terms of the unpaid Auctus Note, the debt that is currently in default,
then Xeriant will no longer be in default.
Making ASSumptions there is no Auctus Note default is based on a total lack of legal or any reasonable understanding.
Fact.
.
Let's Goooo!!! Good to see an update. Turn that LOI and MOU into a deal.
IT'S GAME OVER FOR THIS POS SCAM!!!
The joint venture with Movychem, s.r.o., required Xeriant to fund $2,000,000 by February 15, 2023. As of the date of this filing, the Company considers Movychem in default of its obligations related to the Movychem JV
We will need to meet the obligations required by the Auctus Fund, LLC Senior Secured Note and the Amendments to the Note.
The Company is in active negotiations with Auctus Fund, LLC, to extend the maturity date of the Senior Secured Promissory Note, which became due and payable on March 15, 2023. At this time, there is no assurance that Company will be successful in these efforts. One of the obligations of the Company is to uplist to a major exchange. If we do not perform under the Note, and Auctus elects to enforce the Note, we may lose all or substantially all of our assets. If Auctus elects to convert the note into shares of our Common Stock, our shareholders could experience substantial.
LYING GRIFTERS ABOUT TO FACE THE WRATH OF THE SEC...
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
We may require additional capital to satisfy our commitments in the Movychem joint venture.
The joint venture with Movychem, s.r.o., required Xeriant to fund $2,000,000 by February 15, 2023. As of the date of this filing, the Company considers Movychem in default of its obligations related to the Movychem JV. The Joint Venture Agreement with Movychem required us to fund $25,000 per month through April 2024, and invest $2,000,000 in the Movychem JV within five business days of the closing of a financing in which Xeriant receives net proceeds of at least $3,000,000, to acquire 50% ownership of the Movychem patents and intellectual property. Should Movychem satisfy its obligations related to the Movychem JV, we will renegotiate obligations related to the Movychem JV. At this time, there is no assurance that Company will be successful in these efforts
We will need to meet the obligations required by the Auctus Fund, LLC Senior Secured Note and the Amendments to the Note.
The Company is in active negotiations with Auctus Fund, LLC, to extend the maturity date of the Senior Secured Promissory Note, which became due and payable on March 15, 2023. At this time, there is no assurance that Company will be successful in these efforts. One of the obligations of the Company is to uplist to a major exchange. If we do not perform under the Note, and Auctus elects to enforce the Note, we may lose all or substantially all of our assets. If Auctus elects to convert the note into shares of our Common Stock, our shareholders could experience substantial.
Not obtaining sufficient financing will jeopardize our operations and the ability to execute our business plan.
Our recurring operating losses have raised substantial doubt regarding our ability to continue as a going concern.
AND COUP DE GRÂCE
You will incur immediate dilution as a result of this offering.
There are multiple references to the Auctus Loan in the S1A and "Default" is never mentioned once!
Seems MovyChem is NO longer in the picture. So it only took MovyChem 20 years to develop Retacell. Now Duffy and Crew are going to become chemist to develop their own flame retardent. LOL
Still incomplete S-1 nothing but BS
Might be hard to get investors to buy in on the next offer. Nowhere near as sweet as the F&F got with instant profit.
You will incur immediate dilution as a result of this offering.
If you purchase common stock in this offering, you will pay more for your shares than the net tangible book value of your shares. As a result, you will incur immediate dilution of $___ per share, representing the difference between the assumed public offering price of $__ per share and our estimated as adjusted net tangible book value as of December 31, 2022 of $___ per share. Accordingly, should we be liquidated at our book value, you would not receive the full amount of your investment.
Still don't know what the RS will look like but one is planed!!
Reverse Stock Split
We plan to effect a 1-for-___ reverse split of our outstanding shares of common stock prior to, or upon, effectiveness of the registration statement of which this prospectus forms a part. No fractional shares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of common stock.
The intellectual property relating to our projected principal operations is not under our direct control.
We do not own intellectual property related to an eco-friendly flame retardant required for the production of NexBoard. To mitigate this risk, we are sourcing eco-friendly flame-retardant from several suppliers and formulating our own ecofriendly flame-retardant, which would allow us to eliminate our dependency on third-parties.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1481504/000147793223003041/xeri_s1.htm
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NexBoards (Manufacturing & Demand -- Pages 53/54 of S1A Filing)
We have been in development of a fire-resistant thermoplastic and fiber composite material to produce a number of green construction products that can be produced at industrial scale in order to unlock existing demand indicated by several homebuilders and developers. Industrial production requires the panels to be cut in varying thicknesses and sizes, including standard 48” x 96” sheets.
We are planning to build out manufacturing facilities in the United States to meet the demand for NexBoard-related products, and may license the technology and manufacturing process to builders and developers. There is strong current demand for eco-friendly building materials with flame retardants that can be incorporated into plastics or used as coatings for wood or other materials. Flame retardant-infused products can impact as much as 40 percent of all building materials.]Eco-friendly flame retardants are needed because of the growing mandate worldwide to ban flame retardants that contain toxic chemicals in the form of organic compounds containing halogens such as bromine and chlorine, and phosphates such as phosphorus. We have identified potential specialized manufacturing equipment to produce the NexBoard product and has hired a managing director with decades of experience to oversee the advanced materials projects. We have received strong interest for NexBoard from a number of residential and commercial builders, including a Letter of Intent from a U.S.-based residential developer planning to construct at least 35,000 homes in West Africa, and a Memorandum of Understanding from a large U.S. residential developer.
Subject to available capital, we are planning to have the NexBoard product manufactured to meet initial demand starting in the third quarter of 2023, and expect to raise additional capital which may include expanding manufacturing capacity and strategically licensing the certified manufacturing processes used in the production of the NexBoard products.
The demand for green building products is being fueled by the environmental, social, and governance (ESG) movement for socially and environmental conscious corporate standards. In addition, the need for suitable housing worldwide is driving demand for quick-build affordable construction. The confluence of the shortage of affordable housing and the need for renewable materials is the driving force behind the demand for NexBoard. Gypsum board is the commonly used wallboard, but it is not made from sustainable materials, which creates an opportunity for NexBoard and derivative construction products, such as subflooring, roof decking, molding, trusses and studs.
AUCTUS LOAN NOT IN DEFAULT! "As of May 2, 2023, the Company has not repaid the Senior Secured Promissory Note, and is in active negotiations with Auctus Fund, LLC, to extend the maturity date." (Page 44)
The revised S-1 has updated info on NexBoards (patent and production)...
""On March 31, 2023, we filed a provisional patent application 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, cardboard and ecofriendly fire-retardant chemicals, including but not limited to use in walls, ceilings, flooring, framing, siding, roofing, molding, and decking, used in construction. Subject to available capital, we are 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. We have identified potential sites for near-term contract manufacturing, a pilot plant, and larger manufacturing facilities, received bids for specialized manufacturing equipment, developed timetables related to the action plan, and hired a managing director with decades of experience to oversee the projects."
Another incorrect ASSumption based on subjective interpretation of inaccurate and/or incomplete information.
Some listen to the wrong BS and lost their chance at profits. Now just bag holder's that's ready to lose more believing Duffy & Crew
TROT3526
Tuesday, February 16, 2021 11:35:39 AM
Post# 3950 of 23615
Btw been in since 7c. My concerns have been market cap not moving also stock been stalled for a while in the 40 cents range. Like to hear your observations on this.
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Inaccurate assumptions based on a total lack of understanding. One way or another, XERI's stake in the JV will translate into equity in the TriFan's success. NexBoards will be a major winner for XERI -- probably as a result of TMF's test production.
LAME BS= No Revenue No XTI stock No Nexboard No Retacell Only 35% of SUPPOSED R&D money makes up the $18584797 2 year net lose. XERI has close to $20 million in lose since it's beginning and has produced NOTHING for XERI mean while Duffy and Crew get paid and bleed company expense account dry.
R&D= $5640693
Total research and development expenses were $5,267,581 and $373,112 for the fiscal years ended June 30, 2022 and 2021
Net Lose= $18584797
Total net loss was $15,882,195 for the year ended June 30, 2022 compared to $2,702,602 for the year ended June 30, 2021. The increase was primarily due to research and development expense and the cost of financings.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1481504/000147793222007622/xeri_10k.htm
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Purposely misstating the original intent about XERI is a typical attempt at spreading misinformation.
No one-cares-about laughing last, just about LONGS DOWN 98%.
Let's see who gets the last laugh.
ZERO VOLUME AND 240K ASK @ 29...DOESN'T LOOK GOOD TODAY
The fact that you're not looking for inside info should make it easier for and email response, but I also understand a lot of the reasons not to respond! TMF is not a fly by night outfit, they're reputable. If this was not legit, they would have contacted XERIANT with legal action. A progress report would be great, maybe DUFFY can enlighten us?
LOLOLOLOL..."DESIGNED TO RESULT IN PROFITS" AND THIS POS SCAM DON'T BELONG IN SAME SENTENCE.
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