Xeriant Inc (XERI)

[StockItOut]

"ill-gotten gains and/or unjust enrichment." The 'ill-gotten' is Auctus' profiting from entering into and converting and profiting by selling shares.

Unless Auctus has converted and sold shares, it's loan to Xeriant, and its subsequent greater Note value due only to two Xeriant defaults that resulted in Xeriant-penalized Note extensions, then no "ill-gotten" or "unjust enrichment" of converted and sold shares is of issue. A loan is a loan. Xeriant owes Auctus. Period. Additionally, Xeriant is in default a third time now. Auctus 'owns' Xeriant.

The SEC might argue Auctus' "unjust enrichment" by Xeriant's self demise and its three defaults where Auctus was acting as an unregistered dealer and therefore "induced" Xeriant into its Auctus Note, yet I think Maxim induced Xeriant into taking the Auctus loan. Maybe Maxim additionally becomes an SEC defendant down the line.

Should the SEC find Auctus to have self-accounted taxation benefit by entering (inducing) into a Note arrangement as an unregistered dealer this may then fall under SEC consideration of an "ill-gotten gains and/or unjust enrichment" but the loan itself, still owed by Xeriant, is not a gain, in particular if Auctus has converted no Xeriant shares.

"Relief Requested:
Order Defendants and the Relief Defendant to disgorge all ill-gotten gains and/or unjust enrichment received directly or indirectly, with pre-judgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]."
https://www.sec.gov/litigation/complaints/2023/comp25741.pdf


SEC's complaint does say Auctus' dealings through 2021 (not 2020).