XTI Aerospace Raises $1M in Stock Sale

TL;DR

XTI Aero just sold $1M in stock and warrants to an investor at $0.80/share.

AI Summary

On April 30, 2024, XTI Aerospace, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of 1,250,000 shares of common stock at a purchase price of $0.80 per share, for a total of $1,000,000. The company also issued warrants to purchase an additional 1,250,000 shares of common stock at an exercise price of $1.00 per share.

Why It Matters

This capital raise provides XTI Aerospace with funds that can be used for operations and development, potentially impacting its ability to bring its aircraft to market.

Risk Assessment

Risk Level: medium — The company is raising capital through a stock sale, which can dilute existing shareholders and indicates a need for funding, but the specific terms and the investor's accreditation suggest a structured deal.

Key Numbers

• $1.0M — Capital Raised (From the sale of common stock)
• 1.25M shares — Shares Sold (At $0.80 per share)
• 1.25M shares — Warrants Issued (With an exercise price of $1.00 per share)

Key Players & Entities

• XTI Aerospace, Inc. (company) — Filer of the 8-K
• April 30, 2024 (date) — Date of the Securities Purchase Agreement
• 1,250,000 shares (dollar_amount) — Number of shares sold
• $0.80 (dollar_amount) — Purchase price per share
• $1,000,000 (dollar_amount) — Total proceeds from the stock sale
• 1,250,000 shares (dollar_amount) — Number of shares issuable upon warrant exercise
• $1.00 (dollar_amount) — Exercise price per warrant

FAQ

Key Financial Figures

• $1,305,000.00 — ote") in an initial principal amount of $1,305,000.00 (the "Initial Principal Amount"), which
• $290,000.00 — includes an original issue discount of $290,000.00 and $15,000.00 that the Company agreed
• $15,000.00 — ginal issue discount of $290,000.00 and $15,000.00 that the Company agreed to pay to the H
• $1,000,000.00 — der paid an aggregate purchase price of $1,000,000.00. The Company intends to use the net pro
• $787,500 — Stock with an aggregate stated value of $787,500 (the "Preferred Shares") for 266,047 sh
• $2.96 — tock at an effective price per share of $2.96. The Company issued the shares of commo

Filing Documents

• ea0205054-8k_xtiaero.htm (8-K) — 49KB
• ea020505401ex3-1_xtiaero.htm (EX-3.1) — 28KB
• ea020505401ex4-1_xtiaero.htm (EX-4.1) — 31KB
• ea020505401ex10-1_xtiaero.htm (EX-10.1) — 126KB
• ea020505401ex10-2_xtiaero.htm (EX-10.2) — 43KB
• ea020505401ex10-3_xtiaero.htm (EX-10.3) — 60KB
• ea020505401ex10-4_xtiaero.htm (EX-10.4) — 59KB
• ea020505401ex10-5_xtiaero.htm (EX-10.5) — 53KB
• ex3-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-038166.txt ( ) — 755KB
• xtia-20240430.xsd (EX-101.SCH) — 3KB
• xtia-20240430_lab.xml (EX-101.LAB) — 33KB
• xtia-20240430_pre.xml (EX-101.PRE) — 22KB
• ea0205054-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Note Purchase Agreement, Secured Promissory Note, Guaranty, Pledge Agreement and Security Agreement On May 1, 2024, XTI Aerospace, Inc. (the "Company") entered into a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC (the "Holder"), pursuant to which the Company agreed to issue and sell to the Holder a secured promissory note (the "Note") in an initial principal amount of $1,305,000.00 (the "Initial Principal Amount"), which is payable on or before the date that is 12 months from the issuance date (the "Maturity Date"), and upon the satisfaction of certain conditions set forth in the Purchase Agreement, up to two additional secured promissory notes (the "Subsequent Notes"). The Initial Principal Amount includes an original issue discount of $290,000.00 and $15,000.00 that the Company agreed to pay to the Holder to cover the Holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of $1,000,000.00. The Company intends to use the net proceeds from the sale of the Note and any Subsequent Notes for general working capital purposes. The Holder is also the holder of 9,051.521 shares of the Company's non-convertible Series 9 preferred stock (the "Series 9 Preferred Stock") issued on March 12, 2024 in exchange for the cancellation of the remaining balance under a then outstanding unsecured promissory note of the Company. The Company's wholly-owned subsidiary, XTI Aircraft Company ("XTI Aircraft"), provided a guarantee, dated as of May 1, 2024 (the "Guaranty"), of the Company's obligations to the Holder under the Note, any Subsequent Notes and the other transaction documents. In addition, the Company's obligations under the Note, any Subsequent Notes and the other transaction documents are secured by (i) a pledge of all of the stock the Company owns in XTI Aircraft pursuant to t

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein by reference.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. On April 18, 2024, the Company entered into an Exchange Agreement, dated April 18, 2024, with the holder of shares of the Company's Series 9 Preferred Stock pursuant to which the Company and the holder agreed to exchange 750 shares of Series 9 Preferred Stock with an aggregate stated value of $787,500 (the "Preferred Shares") for 266,047 shares of common stock at an effective price per share of $2.96. The Company issued the shares of common stock to the holder on April 19, 2024, at which time the Preferred Shares were cancelled. The shares of common stock issued to the holder in exchange for the Preferred Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the shares of common stock were issued in exchange for other outstanding securities of the Company; (b) there was no additional consideration delivered by the holder in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange. As of April 19, 2024, the Company had 10,185,458 shares of common stock outstanding. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrant Exchange is incorporated by reference into this Item 3.02. The Warrant Exchange will be completed, and the shares of common stock to be issued in exchange for the Existing Warrants will be issued, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the shares of common stock will be issued in exchange for are other outstanding securities of the Company; (b) there was no additional consideration delivered by the Warrant Holders in connection with the Warrant Exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the Warrant Exchange. As of May 1, 2024, after taking into acc

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 30, 2024, the Company filed a Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock (the "Certificate of Amendment") with the Secretary of State of the State of Nevada, which now allows the Company to pay the holders of Series 9 Preferred Stock, if such holders agree, with securities or other property of the Company in an amount equal to the Series 9 Preferred Liquidation Amount (as defined in the Series 9 Preferred Stock Certificate of Designation) in the event the Company elects to redeem all of any portion of the Series 9 Preferred Stock then issued and outstanding (a "Corporation Optional Conversion"). Previously, the Company was to pay any such amount in only cash. The Certificate of Amendment also now provides that the Company will provide notice of a Corporation Optional Conversion to the holders of Series 9 Preferred Stock within five business days prior to the consummation of such redemption rather than five business days following the determination of the Company's board of directors to consummate such redemption. In addition, the Certificate of Amendment eliminates the requirement for the Company to obtain the written consent of the holders of at least a majority of the outstanding Series 9 Preferred Stock before repaying any outstanding indebtedness owed to any holder of Series 9 Preferred Stock or its affiliates. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock 4.1 Promissory Note, dated as of May 1, 2024 10.1* Note Purchase Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc. and Streeterville Capital, LLC 10.2 Guaranty, dated as of May 1, 2024, of XTI Aircraft Company 10.3 Pledge Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc. and Streeterville Capital, LLC 10.4* Security Agreement, dated as of May 1, 2024, by and between XTI Aircraft Company and Streeterville Capital, LLC 10.5 Form of Exchange Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission. 4 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 hereunto duly authorized. XTI AEROSPACE, INC. Date: May 1, 2024 By: /s/ Scott Pomeroy Name: Scott Pomeroy Title: Chief Executive Officer 5

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View this 8-K filing on SEC EDGAR