StockItOut
3 weeks ago
Do you wonder why XTI is announcing Mesa as shareholder two plus years after it occurred?
XTI Aircraft Company (legacy XTI) bought its TriFan 600 orders, in exchange for XTI warrants and XTI debt as Convertible Notes.
As of December 31, 2021, we received orders for aircraft which generated $2,715,000 of cash from a combination of deposits and convertible notes.
The Company issued common stock warrants in connection with the execution of certain debt financings during the years ended December 31, 2022 and 2021, and in exchange for a conditional aircraft purchase order by a regional airline during 2022.
On February 2, 2022, the Company executed a conditional purchase order with a regional airline customer to deliver 100 TriFan aircraft. In conjunction with this purchase order, the Company issued a warrant for the purchase of a total of 6,357,474 shares of common stock at an exercise price of $0.01. The warrant vests as follows:
• One third (1/3rd) of the warrants vested on February 2, 2022 upon execution of the purchase order agreement;
• One third (1/3rd) of the warrants will vest: (i) in the event that the Company is acquired by a special purpose acquisition corporation (SPAC) and the customer, in its sole discretion, invests a minimum of $10 million in any private investment in public entity (PIPE) consummated in connection with such SPAC transaction, or (ii) upon the occurrence of any other Liquidation Event (as defined in the agreement) resulting in change control of the Company; and
• One third (1/3rd) of the warrants will vest upon acceptance of delivery and final purchase by the customer of the first TriFan aircraft.
As of December 31, 2022, warrants to purchase one-third or 2,119,137 shares were vested. The other two vesting milestones noted above have not yet been achieved. The Company evaluated the warrants determining the warrants are equity classified. Using the Black-Scholes model, the Company determined the grant-date fair value of the warrants was $11,067,091, which the vested portion of $3,652,140 has been recorded as general and administrative expense and additional paid-in-capital for the year ended December 31, 2022.
quester614
3 weeks ago
I Never did have any shares of this POS. Was in XERI when they did a JV with XTI. Now they have a BS lawsuit against XTI pre merger. Typical OTC BS. Mesa is a real holding company that may end up with no shares of XTI do to stipulations not being met. Same thing XERI lawsuit is over This has given MESA a boost in SP
Mesa Air Group, Inc. is a Nevada Corporation commercial aviation holding company with headquarters in Suite 700 at 410 North 44th Street in the Camelback East area of Phoenix, Arizona, United States. Wikipedia
Mesa initially received the XTI Warrants in February 2022 in connection with entering into an Aircraft Purchase Agreement with XTI for 100 TriFan 600 aircraft. Mesa’s obligations under the Aircraft Purchase Agreement are subject to customary conditions for transactions of this nature, including FAA certification of the aircraft and future agreement between the parties on a number of terms and conditions, which may or may not be met. Mesa currently holds warrants to purchase another 189,156 shares of XTI Aerospace common stock, which are subject to certain vesting milestones.
https://www.marketscreener.com/quote/stock/XTI-AEROSPACE-INC-46980239/news/XTI-Aircraft-Company-completed-the-acquisition-of-Inpixon-from-a-group-of-shareholders-in-a-reverse-46156923/
quester614
2 months ago
I see that the SEC is requiring XTI to file Financials for 2022 & 2023. I see that The audited consolidated financial statements of Legacy XTI for the fiscal year ended December 31, 2022 (the “2022 Audited Financial Statements”) were audited by BF Borgers CPA, PC (“Borgers”).
What are the odds that 2 companies that form a JV and talks of merger have the same CPA . Why did XERI let their CPA go recently when this audit occurred?? They had used the same one for their audits 2020-2023. Don't know when XTI started using them. Just the kind of things that me go HUMMMMMMMMM
I'm sure the replacement was planned and didn't have anything to do with the SEC. LOLOLOL
8-K CURRENT REPORT August 28, 2023
XERIANT, INC.
(a) Dismissal of Registered Public Accounting Firm
Effective August 28, 2023, the Company dismissed BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting firm. The decision to dismiss Borgers was approved by the Company’s Board of Directors.
Effective August 28, 2023, the Company engaged Accell Audit & Compliance, PA (“Accell”), as the Company’s new independent registered public accounting firm. The engagement was approved by the Company’s board of directors.
During the two most recent fiscal years ended June 30, 2021 and 2022, and through the subsequent interim period preceding the Company’s appointment of Accell, neither the Company nor anyone on its behalf, consulted Accell regarding either (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Accell that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(o)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
https://www.sec.gov/Archives/edgar/data/1481504/000147793223006565/xeri_8k.htm
In connection with the XTI Merger, the Company is required to file an amendment to the Current Report on Form 8-K filed with the SEC on March 15, 2024 (the “8-K Amendment”), which 8-K Amendment will include, among other things, (i) the audited consolidated financial statements of Legacy XTI as of and for the years ended December 31, 2023 and 2022 and (ii) Legacy XTI’s Management’s Financial Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2023 and 2022.
The audited consolidated financial statements of Legacy XTI for the fiscal year ended December 31, 2022 (the “2022 Audited Financial Statements”) were audited by BF Borgers CPA, PC (“Borgers”). On May 3, 2024, the SEC announced that it had settled charges against Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board. As part of the settlement, Borgers agreed to a permanent ban on appearing or practicing before the SEC. As a result of Borgers’ settlement with the SEC, the Company’s current auditors, Marcum LLP, have agreed to review and re-audit the 2022 Audited Financial Statements in connection with the filing of the 2022 Audited Financial Statements with the 8-K Amendment. As a result, the Company may be delayed in filing the 8-K Amendment. If the 8-K Amendment is not timely filed, the Company may lose its S-3 eligibility for at least a 12-month period.
StockItOut
2 months ago
No, I say it because you appropriate, and come off like you came up with ideas and understanding that you then use to claim how great you are. A true chump.
You never said Xeriant would get any equity. See how you change up? You said stock. I said equity.
You're a nut man. You tell me off, yet then still want to debate a contract clause.
You won $1M here on XERI, and you're still losing. Check yourself dude.
Kiss your wife, and be thankful.
quester614
2 months ago
You were the one that had to try and elevate yourself by saying you point this and that out first. When most of the time it was BS since I've been saying this is a SCAM for 2 1/2 years. When I started saying XERI would NEVER get any XTI equity. Cash is not XTI equity. They will never get any of that from XTI either. You finally understand I was correct and now also call this a SCAM with exceptions. LOLOLOL I brought DD to back it up that you admitted exposed this SCAM. What have you added other than your lame interpretations thinking you're the only one that can correctly interpret the ambiguous wording in XERI filings.
With all the changes you claim were made to the JV contract to make your lame successful senario true. How could anybody not think they were DUPED into believing a bunch of BULLSHIT. OH that's right you think it's a SCAM except for the XTI JV.
Like this clause that was inserted but had no bearing on how this dispute was to be settled. Like all the other clauses of the JV that was to give the investor the ability to evaluate the risk. How can that be done when so many changes are made. Could it be because it's a SCAM???? REDUNDANT I guess Duffy couldn't win in arbitration and by no means drag this out as long. Why didn't XTI ask for it, they knew they would win in court. Neither ask for it because they are working together to drag this out. XTI had to do something for Duffy to earn their money.
8.3????????????Mediation and Arbitration. Any Dispute that is not resolved through section 8.2 shall be, upon the demand of either Party, subject to a non-binding mediation proceeding before a mediator in accordance with the American Arbitration Association (AAA) Mediators Model Standards of Conduct with such mediator to be agreed upon by the Parties. If a mediator is not agreed upon or if mediation is not successful, the matter shall be settled exclusively by arbitration, conducted before a single arbitrator mutually selected by the parties, in the State of Delaware, in accordance with the rules of the AAA then in effect. If the Parties are unable to agree on a single arbitrator, each Party shall select an arbitrator and the two arbitrators selected by the Parties shall select a third arbitrator. If three arbitrators are selected, they shall act by majority vote. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Each Party shall bear their own costs and expenses of any such mediation or arbitration proceeding and shall split evenly any common costs; provided, however, that if the dispute concerns the issue of default as defined herein by one party, the non-prevailing Party (as determined by the arbitration) shall pay for all of the prevailing Party’s costs and expenses, including legal fees relating to such mediation or arbitration proceeding.
StockItOut
2 months ago
Didn't realize we're competing. I don't care if Xeriant receives its stock for XERI stock price purposes, as you incorrectly impose and presume, that's only your claim, trying to make yourself a bigger a whole, your central concern.
I know what XTI Aircraft's liability to Xeriant is, cash or stock equity, one in the same for this liability to be satisfied.
That fact, you refuse to acknowledge.
quester614
2 months ago
You are the one who doesn't know the DIFFERENCE between CASH & EQUITY. Not the first time I have had to school you. Soon to get a good lesson on how this SCAMs was run by Duffy & CREW when they lose the lawsuit and end up with NOTHING
What Is the Difference Between Cash and Equity? The difference between cash and equity is that cash is a currency that can be used immediately for transactions. That could be buying real estate, stocks, a car, groceries, etc. Equity is the cash value for an asset but is currently not in a currency state.
https://www.investopedia.com/terms/c/cash-equity.asp#:~:text=What%20Is%20the%20Difference%20Between,not%20in%20a%20currency%20state.
Cash or currency
What is currency in simple words?
Money in the form of paper or coins, issued by a government and accepted at face value, is known as currency. In bartering, goods and services were exchanged directly for other goods and services . Currency has replaced bartering as the primary means of exchanging goods and services in the modern world.
quester614
2 months ago
Your right you didn't point out letter. Instead it was written consent which I just took would be in the form of a letter so as to have concrete proof of the reason for the actions. In case it ever went to court. LOLOL
That's right if they did send the letter of default for not making the $1 mil that was to be made immediately game over for XTI.
Still avoided the part that XTI was NEVER to receive any equity but only CASH for their contributions.
Just another change to the agreement. LOLOL
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.
StockItOut
2 months ago
I haven't said so. I said the JV Agreement says so.
We don't know what actually occurred. We do know that the contract allowed them to make changes, and, we see that changes occurred.
"Speaking of letters..." Well, we weren't.
What is apparent: you completely evaded addressing the basic fundamental logic I set forward in my post, as was my solid reply to your silly accusations. Evading is what fuels your conflicting and fabricated scenarios.
As to 7.1, did XTI Aircraft issue a letter of default to Xeriant? If not, it's yet another non-issue you make issue out of.
quester614
2 months ago
You have inside information that this letter was accepted by XTI. I doubt that would happen. Speaking of letters you never addressed if XTI was to send a letter of default to XERI for not making the $1 mil downpayment would this be common knowledge. Or how the agreed down payment was changed before Duffy signed it. Not a lawyer but that seems ridiculous.
Just because you say its so doesn't mean shit to me. This won't be settled til XERI is done. Which won't be long once the XTI case is dismissed. You already admit Nexboard is part of this SCAM.
Limit to 3 post on XERI
7.1????????????If Xeriant defaults on, or otherwise fails to make, the contributions contemplated in sections 4.3.1 or 4.3.2 of this Agreement, XTI shall issue a written notice of default as provided in section
11.11 of this Agreement. Such notice shall provide not less than fifteen (15) days to cure any default. If Xeriant does not comply with the notice to the satisfaction of XTI, XTI shall have a right to terminate this agreement. Upon such termination, Xeriant shall be entitled to receive its Pro-Rata Share.
StockItOut
2 months ago
You're confused.
You state, "the funding does not state that it went toward the JV as I have argued."
You also in your same post cite from XTI Aircraft SEC-filed financials: "As of June 30, 2022, the Company received $5,407,580 in funding from the JV." Funding from the JV only came from Xeriant.
You generally also deny that XTI Aircraft claims it has a $5.4M liability to Xeriant.
It appears that somehow in your mind you've created a scenario that denies facts, and that counters your other created scenario too.
You also state, "I have argued that a portion of the money went to the departed CEO & CFO." A theory you call fact. A theory that you leave unsupported by any factual findings. A theory unsupported by XTI Aircraft's financial filings.
.
StockItOut
2 months ago
No, my post was about SP2 as the most idiotic statement poster, who suggested you out did him.
How would I give a BS answer to 5,2 if I was not discussing Section 5.2 of the JV Agreement?
Seems you like to draw people into specific discussion by accusing them of not discussing the new topic you raise.
As to 5.2 all your questions about it suggests and shows 5,2 confuses you.
You don't seem to understand the meaning of what Section 5.2 states. First you have generally cited a phrase, but leave off the final third of the same phrase statement, "... without the prior written consent of the other Party." 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.
The first sentence of 5.2 states that $10M funding is the maximum, and as funding is all and maximum that the JV Agreement legally requires.
That's right! 3.3,1, they, as the Management Committee could agree to change the budget (and delivery, timing, of the budget); exactly what you have ad nauseam claimed they could not do.
3.1.1 likewise allowed Management Committee agreement to change the budget, funding timing, allocation, etc.
quester614
2 months ago
I have not argued that $5.4 mil wasn't spent. The difference is that the funding does not state that it went toward the JV as I have argued and no XERI filing states money went toward the JV. Instead you have claimed the R&D money was payment to the JV. I have NEVER said that XTI didn't get the $5.4 mil just what they did with it.I have argued that a portion of the money went to the departed CEO & CFO. Seems LaBelle and the CFO could have been put on the payroll.
3.4???????????Appointment of Personnel. From time to time, the Management Committee may employ individuals (who may also be employees of a Party) or consultants to provide services to the JV including engineering and accounting on terms and conditions established by the Management Committee (including receipt of compensation) and as permitted in the Budget.
May 31, 2023. As of June 30, 2022, the Company received $5,407,580 in funding from the JV.
quester614
2 months ago
Is this your BS answer to 5.2 which states that no party can reduce the capital contribution. I agree that modification to the budget are allowed. Which could describe multiple actions. How the capital is allocated. In the order the projects are approached. A number of budget parameters can be changed. Although 5.2 states clearly that changing the capital contribution is the one change that is not allowed.
Also you have also failed to explain how the committee change the signed budget before there was a signed JV where Duffy states the $1 mil was paid.
Does 5.2 also state that XERI would have NEVER had any kind of equity in XTI and can only be paid only in cash in return for their contributions???? XERI was never to get any XTI stock to start with. Could this mean LaBelle did protect XTI from XERI ever having any control over XTI like I have said from the beginning.
3.3.1.???????Any modification to the Budget, as defined herein.
3.5???????????Budget. Attached as Exhibit D is the budget for the preliminary design of the Aircraft (the “Budget”). The Budget may be revised, from time to time, upon approval of all of the members of the Management Committee.
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. Therehave failed to address that Duffy 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.
Already addressed years back, so wouldn't matter what I cited and told you.
You just maga revision it, and ignore what does not fit your conclusion that ignores facts.
That's a nut job.
3.3.1 mtfkr
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