8-K
XERIANT, INC. (XERI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2022
| XERIANT, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-54277 | 90-1790910 |
| --- | --- | --- |
| (State or other<br><br>jurisdiction of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| Innovation Centre 1<br><br>3998 FAU Boulevard, Suite 309<br><br>Boca Raton, Florida | 33431 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(561) 491-9595
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12b of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange Registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement
Effective April 2, 2022 (the “Effective Date”), Xeriant, Inc. (the “Company”) entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Movychem s.r.o., a Slovakian limited liability company (“Movychem”) setting forth the terms for the establishment of a joint venture (the “Joint Venture”) to develop applications and commercialize a series of flame retardant products in the form of polymer gels, powders, liquids and pellets derived from technology developed by Movychem under the name Retacell^™^. The Joint Venture is organized as a Florida limited liability company under the name Ebenberg, LLC and is owned 50% by each of the Company and Movychem.
The management and control of the Joint Venture is exclusively vested in a management committee (the “Management Committee”) which consists of five members two of whom are appointed by the Company, two of whom are appointed by Movychem and one of whom (the “Independent Member”) is appointed by mutual agreement of the parties. The Independent Member serves for a period of six months for the first two terms with each of the subsequent terms to be for a period of 12 months.
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.
Concurrently with the execution of the Joint Venture Agreement, the Joint Venture has entered into a Services Agreement (the “Services Agreement”) with the Company pursuant to which the Company will provide to the Joint Venture technical services related to the exploitation of the Retacell intellectual property and corporate, marketing. business development, communications and administrative services as requested by the Joint Venture in exchange for 40% of all royalty payments received by the Joint Venture for the licensing of Retacell products.
Under the Joint Venture Agreement, the Company has agreed to grant to certain individuals affiliated with Movychem five-year warrants (the “Warrants”) to purchase an aggregate of 170,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share with vesting depending on the satisfaction of various milestones as described therein.
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.
The foregoing summaries of the Joint Venture Agreement, the Patent Agreement, the Services Agreement and the Warrants do not purport to be complete and are qualified in their entirety by the terms and conditions set forth in the forms thereof which will be attached as exhibits to the Company’s next periodic filing.
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 Warrants. The Warrants are 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 8.01. Other Events
On April 4, 2022, the Company issued a press release with respect to the Joint Venture Agreement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated April 4, 2022 relating to the Joint Venture Agreement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
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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. | ||
|---|---|---|
| Date: April 2022 | By: | /s/ KEITH DUFFY |
| Keith Duffy, Chief Financial Officer | ||
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xeri_ex991.htm EXHIBIT 99.1
Xeriant Enters into Definitive Agreement with Movychem on Retacell ^®^****^^ Fire Retardant Technology
Breakthrough Eco-Friendly Fire Retardant Potentially Impacts Industries Valued at Over $5 Trillion
BOCA RATON, Fla., April 4, 2022 (GLOBE NEWSWIRE) -- Xeriant, Inc. (OTCQB: XERI) (“Xeriant” or “The Company”), an aerospace company dedicated to Advanced Air Mobility, announced today the signing of a joint venture agreement with 26-year-old Slovakian chemical company, Movychem s.r.o. (“Movychem”). The definitive agreement establishes a U.S.-based partnership between Xeriant and Movychem, structured as a 50/50 joint venture, which has acquired the exclusive worldwide rights to the internationally patented, eco-friendly Retacell^®^ fire retardant technology and is responsible for developing applications and commercializing products derived from Retacell^®^. The establishment of the joint venture is the culmination of several months of negotiations, which included a series of meetings in December 2021 held in the Czech Republic.
“The Movychem agreement is a landmark achievement and represents a significant revenue opportunity for Xeriant. We’re grateful to everyone who helped us reach this milestone, including an international team of tax attorneys, patent specialists, translators and researchers. Our objective now is to drive sales and accelerate the global presence of Retacell, leveraging our relationships, identifying applications in foundational industries, and providing the necessary capital to fund R&D and scale up production capabilities,” commented Keith Duffy, CEO of Xeriant.
The number of potential applications for Retacell is almost unlimited, impacting a broad range of industries from transportation and construction to electronics and home furnishings, valued at over $5 Trillion. In the aerospace industry, Retacell is anticipated to have far reaching implications for improving safety and reducing maintenance in aircraft, with potential uses in airframe structures, cabin interiors, wiring insulation and engine components. Retacell’s exceptional fire protection properties have generated interest from key players in the construction industry and building materials retailers in the U.S., who are looking for more cost-effective and sustainable fire protection solutions. The global green construction materials market, estimated at $318 Billion in 2021, is projected to reach $575 Billion by 2027, based on a report by Emergen Research.
“Movychem is excited to be working with Xeriant to capitalize on the vast revenue opportunities in the green fire retardant chemicals market and to position our uniquely versatile Retacell product as the fire protection standard across multiple verticals on the world stage. Xeriant’s Senior Advisor Dave Zajac, who brings extensive contacts and expertise from his over 40 years as an executive in the building materials industry, is enthusiastic about Retacell as a potentially game-changing product for home builders,” stated Martin Stloukal, of Movychem.
Developed over two decades, Movychem’s Retacell is a biodegradable and non-toxic high-performance thermal and fire protection chemical agent that is custom formulated to meet each application’s specifications and can be applied as a coating, treatment, or infused during manufacturing into a variety of materials, including recycled plastics and wood-based fiber. In addition to becoming heat and fire resistant, the resulting Retacell-enhanced materials are also water resistant.
To learn more about Retacell’s remarkable fire protection capabilities, please view the videos below demonstrating the technology’s unique ability to perform under extreme conditions:
● Plastic/Fiberglass demo
● Non-flammable epoxy demo
● Non-flammable textile demo
● Fireproof treatment of hemp fiber demo
The Company will be filing with the SEC a Current Report on Form 8-K, which will provide detailed information regarding the Joint Venture.
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About Movychem s.r.o.
Founded in 1996, Movychem s.r.o. (“Movychem”), the inventor of Retacell, is a chemical manufacturing company that develops and distributes specialty materials, primarily in Central Europe. Their product line includes sealants, adhesives, fillers, additives, colorants, paints, coatings, fire retardants, and waterproofing materials for a variety of industries and applications. In 2001, Movychem began its research, development and testing of its fire and thermal protection technologies, called Retacell, which led to several global patents. Until 2019, the company was not engaged in the marketing and distribution of Retacell, because its focus was on R&D, testing and certification.
About Xeriant, Inc.
Xeriant, Inc. (d.b.a. Xeriant Aerospace) is an aerospace company dedicated to the emerging aviation market called Advanced Air Mobility (AAM), the transition to eco-friendly on-demand flight, and is partnering with and acquiring strategic interests in visionary companies that accelerate this mission. Xeriant is focused on the development and deployment of next-generation electrically powered aircraft capable of vertical takeoff and landing (VTOL), breakthrough technologies and advanced materials which can be successfully integrated and commercialized, and the critical infrastructure components needed to support operations. Xeriant is located at the Research Park at Florida Atlantic University in Boca Raton, Florida adjacent to the Boca Raton Airport.
For more information, please go to www.xeriant.com.
SAFE HARBOR FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Xeriant, Inc. is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our expectations concerning our ability to attract investors.
We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
This press release does not constitute an offer of any securities for sale.
Xeriant, Inc.
Investor Relations Dept.:
(561) 491-9595
IR@xeriant.com
www.xeriant.com
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