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.
Bearish
All of my posts are not Investment advice. They are all my own opinion.
AI
