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XTI has taken advantage of XERI, they are as ruthless as AUCTUS. This will come out when court is in session.
And you know this how? Based on what, beyond pure speculation? You can't simply assume that XERI and XTI are involved in a conspiracy to defraud the public!
If they could have unloaded the 360,00 shares for the high of 6.00 they would have 2,160,000.
Well, you're repeating the same, you having 100% neglected to discuss the specifics I have raised, mainly that Xeriant and XTI Aircraft all over the place say again and again that XTI Aircraft owes Xeriant $5.4M in stock.
As to "a clause gave Duffy the ability on his SOLE decision to freely continue to contribute and the ability to fully fund the JV," to which clause do you refer and that you "have shown"? Not Santa, right? I bet it's yet another misreading or wild but imaginative story you call conclusion.
If I remember correctly it was 3,600,000. Post reverse would have been 360,000.
Your assessment doesn't make sense. If this is all a scam why would XERI file a law suit? Every thing your saying would be exsposed. When Inpx pisted their S1 or 8K they showed 3 million plus shares was going to Xeri. The only way they could have come up with that number was from XTI. Why would Xeri take those shares with a 100 for 1 reverse imminent.
So just when was the $1 mil deposit made up because by the end of the June budget schedule XERI already owed the JV $1,953, 448. If they needed money why was XTI making these adjustments???? Seems they LOST out on a lot of needed money. One hell of a development Crew that in the first month of progress toward the PDR they already knew they could cut the budget from $1,953,448 down to just $310,880
The only way you make this work is by changing the budget and the down payment. Why not just accept what was agreed to and understand the double talk and ambiguous language was all meant to hide what could be done to take your MONEY. This was a SCAM from the start by Professionals Grifters.
Lame BULLSHIT. The reason XTI never filed default on XERI which they could have was to let this SCAM develop. They accepted the $310,880 that was all that was contributed through to the end of June 2021. You don't make a down payment that's due immediately over a month after the signing of the agreement.
The fact that you automatically assumed that XERI was in default based on a biased interpretation of "immediately" says everything we need to know about your lack of objectivity. What if XTI inserted "immediately" at the last minute and XERI needed a few more days to come up with the balance of the $1 million?
"Immediately" doesn't necessarily mean the $1 million deposit had to be in one payment, it simply demonstrates that XTI needed money ASAP!
What don't you understand about immediate?????? Not by installments. Why not just follow what was agreed to in the JV agreement. Instead it only works if this was changed and that was changed. How about NOTHING was changed.
4.3?????????? Contributions of Xeriant. In consideration of the JV interests granted to Xeriant, Xeriant shall contribute or provide the following:
4.3.1.????????A total of $10 million (the “Intended Contribution”), consisting of the initial sum of $1,000,000 to be funded immediately upon the execution of this agreement, including the Exhibits;
Had XERI actually been in default from the beginning, why would they make more than $4 million in subsequent payments (which XTI acknowledged! following the initial $1 million? Maybe XTI needed the first $300,000+ ASAP and XERI simply followed that up with the balance of the $1 million deposit?
BTW as far as the Pro Rata. The only part that was covered by anything was the partial down payment. None of the other payments met the budget requirements.
If Duffy had paid the $1 mil down payment then made qualifying payments according to the budget that total $5.4 then I agreed the amount of equity owed would be the total of the amount contributed. The budget was not changed, it was NEVER met.
The Pro Rata was there just like the Mediation/Arbitration clause. Just BS to give the investor a false sense of security.
4.3?????????? Contributions of Xeriant. In consideration of the JV interests granted to Xeriant, Xeriant shall contribute or provide the following:
4.3.1.????????A total of $10 million (the “Intended Contribution”), consisting of the initial sum of $1,000,000 to be funded immediately upon the execution of this agreement, including the Exhibits;
4.3.2.????????Additional capital of $9,000,000 advanced monthly, in advance, as and when required in accordance with the Budget attached hereto as Exhibit D;
I said I'm not an accountant but I think you're the one that doesn't understand. I can agree that $310,880 was the amount paid as the down payment that was recorded as paid by June 2021. This is the total amount of XTI stock XERI paid for in 2021. I have showed that since the full down payment wasn't made but a clause gave Duffy the ability on his SOLE decision to freely continue to contribute and the ability to fully fund the JV in order to get the 10% of XTI stock. Since the full amount of $10 mil wasn't achieved those freely contributed payments don't apply toward the JV.
Kind of reminds me of the land contract SCAM used to take advantage of PPL. Miss one payment and forfeit all. Car loan repo same way.
So if XERIs original amount paid in year ending 2021 and we know As of June 30, 2021, the Company received $310,880 in funding from the JV. It states an adjustment resulting from loss of income bringing the obligation to $309,672. This downturn is the from the small bit of equity XERI owns that decreased in value. Since no more equity was acquired the amount the company recorded at the of the first year of the JV when all payment was due the increase to $330,501 is from a slight increase in share price of the SMALL amount of equity owned by XERI for 2022
I have also addressed multiple times that NO STOCK will be exchanged. Meaning SP couldn't have won the bet to start with.
5.2.???????????Further Contributions, Interest on Capital, JV Percentages and Withdrawal of Capital Contributions. There shall be no required capital contributions other than as expressly set forth in this Agreement. No Party shall have the right to make voluntary capital contributions to the JV, other than as expressly set forth in this Agreement, without the prior written consent of the other Party. There shall be no interest payable on any capital contributions made to the JV. No Party shall have the right or power to (a) withdraw or reduce such capital contribution except as a result of the dissolution of the JV or as otherwise provided by law, or (b) demand or receive property other than cash in return for its contribution.
Accordingly, the Company recorded a $330,501 fair value adjustment (resulting in an income gain) to the obligation for the year ended December 31, 2022. The Company also recorded a fair value adjustment (resulting in an income loss) to the obligation of $309,672 for the year ended December 31, 2021. https://www.sec.gov/Archives/edgar/data/1638850/000110465923080673/tm2317519d2_partii.htm
How many times a day are you going to subject us to your conspiratorial ravings?
"Xeriant... is entitled to... XTI common stock."
"The Company will issue... shares to Xeriant."
"The Agreement and the ancillary agreements expired by their terms on May 31, 2023."
.
You mixed-up Liability with Capital Contributions, when considering CASH.
Withdrawal of further Capital Contributions is limited to CASH, is what is relevant to your citation of Section 5.2 of the JV Agreement.
CASH, as only required to pay XTI Aircraft's liability of $5.4M to Xeriant, is incorrect and is your error conclusion as extrapolated from Section 5.2.
Remember:
You just quoted XTI Aircraft:
Like I earlier today said, clearly, you don't understand and you don't know how to read and understand what you focus on, surrounding the $330,501 write down. I remember KillaZilla likewise incorrectly making some stupid incorrect claim about it. Here's a clue, did you notice the $309,672 write up from the previous year?
See how you evaded?
You did not reply to address:
Correct, I don't accept a stupid conclusion. Xeriant was not in default from the beginning, as I just explained.
Any reasonable person would address the facts of my reasonable explanation, rather than to respond with overarching overriding negation of the entire thing as a scam.
If a scam, why are you debating details!
And if debating details, and detailed replies to you are provided, and provided with reasonable explanation, why do you then not further reasonably discuss details?
I think it's because you've trapped your own logic into resulting exploration you're too afraid to get into.
Just can't accept XERI was in default from the beginning. Voids everything you say. This was nothing but a SCAM that you fell for.
This is from XTI and states that $330, 501 is the converted 5.4% amount to CASH like the JV demands.
Note 3 – Joint Venture
Effective May 31, 2021, the Company and Xeriant Inc. entered into a Joint Venture Agreement (“Agreement”) and other ancillary agreements under which Xeriant agreed to provide $10 million of funding to the Joint Venture (the “Intended Contribution”) to enable XTI to complete the preliminary design review of XTI’s TriFan 600 aircraft. Xeriant provided a total of $5,407,580 of funding under the Agreement and ceased providing funding in December 2021. The Agreement and the ancillary agreements expired by their terms on May 31, 2023. Although Xeriant did not make the full Intended Contribution, it is entitled to receive a pro rata portion of the agreed 10% of XTI common stock it would have received in exchange for its joint venture interest had it made the full Intended Contribution.
In satisfaction of its obligations the Company will issue 5.4% of its fully-diluted shares to Xeriant in exchange for Xeriant’s interest in the joint venture.
The Company considered ASC 480-10, Distinguishing Liabilities from Equity, and determined the financing arrangement with Xeriant through the Joint Venture is liability classified since the obligation must be settle by issuing a variable number of the Company’s equity shares. Furthermore, the Company considered ASC 815, Derivatives and Hedging, and determined the obligation should be recorded at fair value and marked to market periodically. Accordingly, the Company recorded a $330,501 fair value adjustment (resulting in an income gain) to the obligation for the year ended December 31, 2022. The Company also recorded a fair value adjustment (resulting in an income loss) to the obligation of $309,672 for the year ended December 31, 2021. https://www.sec.gov/Archives/edgar/data/1638850/000110465923080673/tm2317519d2_partii.htm
"Since they did not complete the full contribution."
I addresses this several times before. You then ignore, you don't discuss, you don't consider, you evade addressing reasonable considerations yet then go round n round with the same.
The PDR was completed, therefore so was the JV.
The JV did not mandate the full $10M be paid.
The JV allowed for budget adjustments.
Mainly however:
* Xeriant's $5.6M of funding had already earned 10% of XTI Aircraft.
* Had Xeriant supplied the full $10,000,000 to XTI Aircraft (via Eco Aero, LLC) Xeriant would have earned just under 30% of XTI Aircraft.
I also several times here previously put forward that:
I think this funding for stock agreement was central reason that Bob LaVell and XTI Aircraft's CFO were let go, as it is a very bad deal for XTI Aircraft. Also likely, as one reason, why Duffy is not appreciated by XTI Aircraft.
.
I have said before that if the $1mil down payment wasn't made then technically all contributions made by XERI were voluntary (sole discretion) and we agree that the full 10% was never met. If XERI had then they would have completed the terms of the agreement. Since they did not complete the full contribution they didn't correct the original default from the beginning.
BTW you must have already known everything I just pointed out. You did read the JV agreement. I did point most of this out before when this all got started
Why have you not brought up that XERI was supposed to get the full 10% even if they didn't $10 mil. Why is it only $5.4 mil worth of stock. LOLOLOL
For purposes of this Participation Right, Xeriant’s Pro Rata Share shall be deemed to be the full 10% even if Xeriant had not then contributed the full Intended Contribution if at the time of the applicable XTI equity financing Xeriant had contributed all of the capital it was obligated to contribute pursuant to Section 4.3.2 and the Budget. XTI agrees to take any and all action, or to cause such action to be taken, as is reasonably necessary or appropriate to allow Xeriant to participate in any Equity Financing in accordance with the provisions of this Agreement and to maintain the Xeriant Pro Rata Share. For the avoidance of doubt, this Participation Right is intended to give Xeriant the right to purchase its share of any interim financing(s) but does not apply to a Liquidity Event, as defined in Section 2.2 above, that triggers the issuance of Xeriant’s Pro Rata Share pursuant to Section 9.2.2 below. to get the full 10% pro rata even if the DIDN'T contribute the full $10 mil. Now it's only 5.4, why???
4.3.2 and the Budget, then Xeriant, at its sole discretion, may contribute to the JV any shortfall in the full Intended Contribution, in which case, Xeriant shall be entitled to the full 10%. The resulting interest of Xeriant in XTI is referred to herein as the Pro Rata Share. If the triggering event under this Section 9.2.2 is a Financing Transaction and if such Financing Transaction was not a single closing but a series of closings, then the date on which the Company’s fully diluted common stock shall be calculated is the date just before the first closing of such Financing Transaction.
9.2.2.????????Issuance of XTI Securities. In exchange for Xeriant’s interest in the JV, XTI shall issue to Xeriant shares of XTI’s Common Stock equal to 10% of its fully diluted issued and outstanding common stock immediately prior to the event which gave rise to the Liquidity Event, Acceleration Event or Completion Event, as the case may be; provided, however, that (a) if Xeriant has not made the full Intended Contribution for any reason, including because the Liquidity Event, Acceleration Event or Completion Event occurred before the obligation of Xeriant to make some portion of such contribution(s) arose, the percentage shall be reduced pro rata based upon the amount that the contribution actually made by Xeriant bears to the Intended Contribution, and provided further that (b) if Xeriant had contributed all of the capital it was obligated to contribute, at the time it was obligated to make each such contribution, pursuant to Section 4.3.2 and the Budget, then Xeriant, at its sole discretion, may contribute to the JV any shortfall in the full Intended Contribution, in which case, Xeriant shall be entitled to the full 10%. The resulting interest of Xeriant in XTI is referred to herein as the Pro Rata Share. If the triggering event under this Section 9.2.2 is a Financing Transaction and if such Financing Transaction was not a single closing but a series of closings, then the date on which the Company’s fully diluted common stock shall be calculated is the date just before the first closing of such Financing Transaction.
JV requires Xeriant must only be provided cash?
Oh, thanks for clarification. I thought the JV states that Xeriant gets paid/earns pro-rata 1% of XTI Aircraft stock for every $1M paid by Xeriant.
You also just quoted XTI Aircraft financials that states,
Yeah, thanks I didn't quite realize $300K is small compared to $5.4 Million. Thanks bud. Your clarification really amazing.
But why will Xeriant get "a small cash reward", as you claim?
Where, how, from where, do you derive your conclusion that Xeriant will get "a small cash reward" of let's say $300,000 in exchange for the approximate $5,400,000 that Xeriant provided?
Compared to your $5.4 mil idea of what is owed $330,501 is a small CASH award and will keep XERI from having any influence over XTI. Haven't we already seen that doesn't exist when the merger was completed.
Yes. The evidence that: $1M was not initially paid, that some initial payment was made, further payments were made, all parties agree approximately $5.6M from Xeriant was paid to fund the actual completion of the preliminary design review of the TriFan 600.
All this shows that an agreement was made or accepted to continue under the contract of the JV even with less than $1M as the initial Xeriant payment, therefore then the evidence evidences that they could reduce and that they did reduce the initially agreed $1M first payment to a lesser payment amout.
What do you have as evidence?
To demand that "they couldn't REDUCE the $1 mil down payment" on its face seems glaringly incorrect.
Further, you provide zero reasonable or logical explanation and/or evidence to support your claim that Eco Aero, LLC "couldn't REDUCE the $1 mil down payment."
Yes they could. And they did. And everyone agreed. The existing evidence quite readily shows.
Funny thing is, JohnFAKERDoe2024 reads this and gets caught-up on details of the issues while he cries he's such a cool dude and slings insults as his only remaining communication ability.
.
And why will Xeriant get "a small cash reward" as "around $300,000" for the approximately $5.4 Million it provided to XTI Aircraft through Eco Aero, LLC?
They can't because the JV forbids anything but CASH ASS wipe. That's why the conversion.
Do you have any they DIDN'T. From the start I have said NO matter how they worked it out. I never denied they couldn't take action. I have said they couldn't REDUCE the $1 mil down payment that was due immediately at the signing of the contract because the committee was not in existence yet. Wasn't it the purpose of the JV (ECO AERO) to accomplish the PDR. Should they not been in control of the funds.
Do you have evidence that both agreed to modify the down payment. I didn't think SO.
"the financing arrangement with Xeriant through the Joint Venture
is liability classified since the obligation must be settle by issuing a variable number of the Company’s equity shares."
dumb f**k
As to JV Agreement clause: "Furthermore, the Company considered ASC 815, Derivatives and Hedging, and determined the obligation should be recorded at fair value and marked to market periodically."
You're off base on your understanding. Try again. Or again just go at it exactly like SmartyPants2 and just make it up.
Well, the first you ever claimed that is now, yet still. no proof.
Now that I've made you understand that the JV company, Eco Aero, LLC, was taking actions, you now claim, with zero evidence, that both Xeriant and XTI Aircraft, by their mngt who together acted as the Management Committee of Eco Aero, LLC, decided to cook their books and clandestinely route Xeriant money paid to the JV company for off-the-books financial payments to Bob LaBell and XTI Aircraft CFO, and before they were fired by XTI Aircraft.
Deeper and deeper you make your conspiracy theory, as you evade and deny obvious facts, you creating even more absurd claims not addressing the facts which undermine your theory.
You may be correct.
Just show it.
You don't!
Worse, you just ignore blaring facts and evidence which counter your claim.
Therefore you can't show it.
You can keep complaining. You can keep making up a story demanding it as true.
You provide little to zero evidence to actually support your position. You position that also has glaring gaping holes in your logic and glaring gaping holes by the known facts as a whole.
Fact!
By the way, do actually have any evidence that parties (Xeriant and XTI mngt as part of the JV's Management Committee, plus independent) mutually agreed to compensate a specific managing member of the Eco Aero, LLC Management Committee?
Who were the members of the Eco Aero, LLC Management Committee?
You're digging deeper into bullshit. Of course, you'll evade in insult to skirt by.
.
I am!! Maybe you can catch me up?? I probably don't understand but it seems this says that XTI's obligation for the 2 years the JV was in effect totals $330,501 including income gains made in 2022.
In satisfaction of its obligations the Company will issue 5.4% of its fully-diluted shares to Xeriant in exchange for Xeriant’s interest in the joint venture.
The Company considered ASC 480-10, Distinguishing Liabilities from Equity, and determined the financing arrangement with Xeriant through the Joint Venture is liability classified since the obligation must be settle by issuing a variable number of the Company’s equity shares. Furthermore, the Company considered ASC 815, Derivatives and Hedging, and determined the obligation should be recorded at fair value and marked to market periodically. Accordingly, the Company recorded a $330,501 fair value adjustment (resulting in an income gain) to the obligation for the year ended December 31, 2022. The Company also recorded a fair value adjustment (resulting in an income loss) to the obligation of $309,672 for the year ended December 31, 2021. https://www.sec.gov/Archives/edgar/data/1638850/000110465923080673/tm2317519d2_partii.htm
Why would it be in XTI financials if it went through the Eco Aero LLC JV??? Seems like all within the power of the Management Committee since you pointed multiple times out how they used 3.3.1.?Any modification to the Budget, as defined herein.
3.1????????????Management Vested in the Management Committee.
3.1.3.????????Open and maintain bank accounts;
3.2???????????Composition of Management Committee. The Management Committee shall consist of five members, three of whom shall be appointed by Xeriant, and two of whom shall be appointed by XTI. The members of the Management Committee shall not receive any compensation in connection with their acting in their capacity as a member of the Management Committee, unless the Parties mutually agree to compensate a member.
3.3???????????Actions of the Management Committee.
3.3.6.???????Any distributions from the JV to its members.
Here's crazy Quester:
Way to catch-up? You still deny that XTI Aircraft itself says it owes Xeriant $5,4M as 3.3M pre-merger XTI Aircraft stock.
Classic magadem revisionist.
That became public knowledge July 2022, which is after the 1 year deadline stated in the 8-K to have made all payments. So what is your point. I'd already said that there was reason for the redacted part and your stupid ass still thinks there was no reason to hide the fact the budget had chang's along with the down payment requirements.
As for LaBell and CFO I still believe they received some form of payment from the money paid to the JV. I don't think Labell was out to screw XTI just make a profit before he left. That's why I say he protected XTI from ever having any permanent involvement with XERI. The CASH clause alone proves that they were NEVER intended to receive any stock.
Yes you did believe that Retacell/Nexboard was real. Even as I continued to point out that proof of the Circle R could be established or even a US patent. As I tied the characters from Xerisnt SRO & Movychem SRO & Ageag Holdings Inc together. NOW you say it's all a SCAM. Way to catch up.
Of course I thought Retacell Nexboard was real, as I thought nano-lubes and nano-lube sales and sales revenue was real. You still think otherwise, as means to establish that all along, you're better than everyone else, you knew XERI was a scam, and that further you delighted in tricking me to believe it was legitimate as your means to sell all your stock. So in part you relied upon me to feel confident enough to sell your XERI stock.
----
So you think "LaBell would have protected XTI from XERI ever owning any part of them" by LaBell's underhanded sneaking action, outside the and after the in-the-open JV agreement contract that provided Xeriant with XTI Aircraft ownership via XTI common stock in exchange for Xeriant's $5.4 Million JV funding. And this is evidenced by the redacted section of the JV Agreement that in fact was never publicly redacted as evidenced by XTI Aircrafts SEC financials filings.
Is your theory actually supported by any evidence?
Can you show in XTI Aircraft's SEC financials where and what money LaBell and XTI's fired CFO were 'paid' or took Xeriant funding money for themselves?
Lame BS I NEVER denied that the money was given. Remember I argued that the R&D money wasn't payment to the JV. I still think both are working together to drag this out. I've said from the beginning that LaBell would have protected XTI from XERI ever owning any part of them. I do remember when you believed that Rectacell/ Nexboard was real also.
"Xeriant provided a total of $5,407,580 of funding under the Agreement."
You've told us ad nauseam this is fake. Both companies scamming.
That is true, it's not what I claimed originally. So?
As you've cited, CASH is on the table. Always on the table.
As to the citation: "other than CASH" means CASH is a given.
O man I actually think you're serious.
Not even smart enough to understand sarcasm. It was you that said I had SCAMMED you but you FLIPPY FLOP so much who knows what you can keep straight.
You may have said that often but it's NOT what you claimed originally. I have said from the start XERI would not get any XTI STOCK (equity). We have been over cash is NOT equity in a company. So like I've said I'm not a lawyer. I'll add an accountant but XERI might get a small cash award. Didn't Killa say way back XERI might be around $300,000
5.2.???????????Further Contributions, Interest on Capital, JV Percentages and Withdrawal of Capital Contributions. There shall be no required capital contributions other than as expressly set forth in this Agreement. No Party shall have the right to make voluntary capital contributions to the JV, other than as expressly set forth in this Agreement, without the prior written consent of the other Party. There shall be no interest payable on any capital contributions made to the JV. No Party shall have the right or power to (a) withdraw or reduce such capital contribution except as a result of the dissolution of the JV or as otherwise provided by law, or (b) demand or receive property other than CASH in return for its contribution.
https://www.sec.gov/Archives/edgar/data/1638850/000110465922078856/tm2219481d1_ex6-20.htm
Note 3 – Joint Venture
Effective May 31, 2021, the Company and Xeriant Inc. entered into a Joint Venture Agreement (“Agreement”) and other ancillary agreements under which Xeriant agreed to provide $10 million of funding to the Joint Venture (the “Intended Contribution”) to enable XTI to complete the preliminary design review of XTI’s TriFan 600 aircraft. Xeriant provided a total of $5,407,580 of funding under the Agreement and ceased providing funding in December 2021. The Agreement and the ancillary agreements expired by their terms on May 31, 2023. Although Xeriant did not make the full Intended Contribution, it is entitled to receive a pro rata portion of the agreed 10% of XTI common stock it would have received in exchange for its joint venture interest had it made the full Intended Contribution.
In satisfaction of its obligations the Company will issue 5.4% of its fully-diluted shares to Xeriant in exchange for Xeriant’s interest in the joint venture.
The Company considered ASC 480-10, Distinguishing Liabilities from Equity, and determined the financing arrangement with Xeriant through the Joint Venture is liability classified since the obligation must be settle by issuing a variable number of the Company’s equity shares. Furthermore, the Company considered ASC 815, Derivatives and Hedging, and determined the obligation should be recorded at fair value and marked to market periodically. Accordingly, the Company recorded a $330,501 fair value adjustment (resulting in an income gain) to the obligation for the year ended December 31, 2022. The Company also recorded a fair value adjustment (resulting in an income loss) to the obligation of $309,672 for the year ended December 31, 2021. https://www.sec.gov/Archives/edgar/data/1638850/000110465923080673/tm2317519d2_partii.htm
Brilliant, you generic.
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