XTI Aerospace CFO Resigns, Interim Appointed

TL;DR

CFO out, interim in at XTI Aerospace. Unregistered equity sales also disclosed.

AI Summary

XTI Aerospace, Inc. announced on May 6, 2024, the resignation of its Chief Financial Officer, Jeffrey L. Roberts, effective immediately. The company also announced the appointment of Michael R. Johnson as interim CFO. Additionally, XTI Aerospace disclosed unregistered sales of equity securities, though specific details and dollar amounts were not provided in this section of the filing.

Why It Matters

The sudden departure of a CFO can signal financial instability or strategic shifts within a company, potentially impacting investor confidence and stock performance.

Risk Assessment

Risk Level: medium — The resignation of a CFO and unregistered sales of equity securities can indicate potential financial or operational challenges.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• Jeffrey L. Roberts (person) — Resigning Chief Financial Officer
• Michael R. Johnson (person) — Appointed Interim Chief Financial Officer
• May 6, 2024 (date) — Effective date of CFO resignation

FAQ

Key Financial Figures

• $787,500 — Stock with an aggregate stated value of $787,500 (the "Preferred Shares") for 357,954 sh
• $2.20 — es") at an effective price per share of $2.20. The Company issued the Exchange Shares
• $400,000 — led to receive an annual base salary of $400,000, which may be increased by the Board fr
• $54,545 — ril 30, 2024 in the aggregate amount of $54,545 and will receive retroactive pay with r
• $6,061 — 2024 until May 6, 2024 in the amount of $6,061. Mr. Pomeroy is also entitled to receiv
• $350,000 — led to receive an annual base salary of $350,000, which may be increased by the Board fr
• $47,788 — ril 30, 2024 in the aggregate amount of $47,788 and will receive retroactive pay with r
• $7,955 — 2024 until May 8, 2024 in the amount of $7,955. Ms. Turk is also entitled to receive a

Filing Documents

• ea0205759-8k_xtiaero.htm (8-K) — 53KB
• ea020575901ex10-1_xtiaero.htm (EX-10.1) — 65KB
• ea020575901ex10-2_xtiaero.htm (EX-10.2) — 66KB
• 0001213900-24-041810.txt ( ) — 393KB
• xtia-20240506.xsd (EX-101.SCH) — 3KB
• xtia-20240506_lab.xml (EX-101.LAB) — 33KB
• xtia-20240506_pre.xml (EX-101.PRE) — 22KB
• ea0205759-8k_xtiaero_htm.xml (XML) — 4KB

From the Filing

UNITED 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): May 6, 2024 XTI AEROSPACE, INC. (Exact name of registrant as specified in its charter) Nevada 001-36404 88-0434915 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 8123 InterPort Blvd. , Suite C Englewood , CO 80112 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 800 ) 680-7412 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: 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 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock XTIA The Nasdaq Capital Market 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 3.02 Unregistered Sales of Equity Securities. On May 2, 2024, XTI Aerospace, Inc. (the "Company") entered into an Exchange Agreement with a 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 357,954 shares of common stock (the "Exchange Shares") at an effective price per share of $2.20. The Company issued the Exchange Shares to the holder on May 3, 2024, at which time the Preferred Shares were cancelled. The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that (a) the Exchange Shares 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 May 10, 2024, after taking into account the issuance of the Exchange Shares, the Company had 11,186,494 shares of common stock outstanding. Because the Exchange Shares constitute less than 5% of the Company's outstanding common stock, the disclosure under this Item 3.02 is being disclosed voluntarily. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Entry into Employment Agreements As previously disclosed in a Current Report on Form 8-K filed with the SEC on March 15, 2024, in connection with the consummation of the XTI Merger (as defined below) on March 12, 2024, the Board appointed (i) Scott Pomeroy as the Company's Chief Executive Officer and as a member of the Board in Class I (for a term ending with the 2024 annual meeting of shareholders) and (ii) Brooke (Martellaro) Turk as the Company's Chief Financial Officer. The Company entered into employment agreements with Mr. Pomeroy and Ms. Turk on May 6, 2024 and May 8, 2024, respectively, which are described below. The Company entered into an employment agreement with Mr. Pomeroy on May 6, 2024 (the "Pomeroy Employment Agreement"), pursuant to which Mr. Pomeroy agreed to continue to serve as the Company's Chief Executive Officer and as a member and Chairman of the Board. Pursuant to the terms of the Pomeroy Employment Agreement, Mr. Pomeroy is entitled to receive an annual base salary of $400,000, which may be increased by the Board from time to time in its sole discretion. Pursuant to the Pomeroy Employment Agreement, Mr. Pomeroy received retroactive pay with respect to the period from March 13, 2024 until April 30, 2024 in the aggregate amount of $54,545 and will receive retroactive pay with respect to the period from May 1, 2024 until May 6, 2024 in the amount of $6,061. Mr. Pomeroy is also entitled to receive an annual cash bonus

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View this 8-K filing on SEC EDGAR