XTI Aerospace Files 8-K: Agreements, Officer Changes, Equity Sales

TL;DR

XTI Aero dropped an 8-K detailing new deals, exec shakeups, and stock sales. Big moves happening.

AI Summary

XTI Aerospace, Inc. announced on May 30, 2024, that it entered into a material definitive agreement. The company also reported on the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements. Additionally, the filing covers unregistered sales of equity securities and other events.

Why It Matters

This 8-K filing indicates significant corporate actions at XTI Aerospace, including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing covers multiple significant events including material agreements, officer changes, and unregistered equity sales, which can introduce uncertainty and potential risks.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• May 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $32,700,000 — amount was increased from approximately $32,700,000 to approximately $33,800,000. According
• $33,800,000 — roximately $32,700,000 to approximately $33,800,000. Accordingly, pursuant to the Equity Di
• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), having an a
• $27,400,000 — gregate offering price of approximately $27,400,000, leaving an aggregate offering price of
• $6,400,000 — e offering price of up to approximately $6,400,000 in Common Stock remaining under the Equ
• $262,500 — Stock with an aggregate stated value of $262,500 (the "Preferred Shares") for 299,725 sh
• $0.8758 — es") at an effective price per share of $0.8758. The Company issued the Preferred Excha

Filing Documents

• ea0207184-8k_xtiaero.htm (8-K) — 42KB
• ea020718401ex5-1_xtiaero.htm (EX-5.1) — 12KB
• ea020718401ex10-1_xtiaero.htm (EX-10.1) — 10KB
• ea020718401ex10-2_xtiaero.htm (EX-10.2) — 59KB
• ea020718401ex99-1_xtiaero.htm (EX-99.1) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-048547.txt ( ) — 355KB
• xtia-20240530.xsd (EX-101.SCH) — 3KB
• xtia-20240530_lab.xml (EX-101.LAB) — 33KB
• xtia-20240530_pre.xml (EX-101.PRE) — 22KB
• ea0207184-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. At-The-Market (ATM) Offering Increase On May 31, 2024, XTI Aerospace, Inc. (the "Company") entered into Amendment No. 4 to Equity Distribution Agreement ("Amendment 3") with Maxim Group LLC ("Maxim"), amending the Equity Distribution Agreement, dated as of July 22, 2022, between the Company and Maxim (the "Original Agreement"), as amended by Amendment No. 1 to the Original Agreement, dated as of June 13, 2023, between the Company and Maxim ("Amendment 1"), Amendment No. 2 to the Original Agreement, dated as of December 29, 2023, between the Company and Maxim ("Amendment 2") and Amendment No. 3 to the Original Agreement, dated as of May 28, 2023, between the Company and Maxim ("Amendment 3" and, and, together with the Original Agreement, Amendment 1, Amendment 2 and Amendment 4, the "Equity Distribution Agreement"), pursuant to which the aggregate gross sales amount was increased from approximately $32,700,000 to approximately $33,800,000. Accordingly, pursuant to the Equity Distribution Agreement, the Company may, from time to time, sell shares of the Company's common stock, par value $0.001 per share ("Common Stock"), having an aggregate gross sales amount of up to approximately $33,800,000 through Maxim, as the Company's sales agent. As of May 31, 2024, the Company has sold 703,756 shares of Common Stock with an aggregate offering price of approximately $27,400,000, leaving an aggregate offering price of up to approximately $6,400,000 in Common Stock remaining under the Equity Distribution Agreement (the "Shares"). The Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3 (File No. 333-256827), which was filed with the Securities and Exchange Commission (the "SEC") on June 4, 2021, and declared effective on June 17, 2021 (the "Registration Statement"), and a base prospectus dated as of June 17, 2021 incl

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. On May 30, 2024, 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 250 shares of Series 9 Preferred Stock with an aggregate stated value of $262,500 (the "Preferred Shares") for 299,725 shares of Common Stock (the "Preferred Exchange Shares") at an effective price per share of $0.8758. The Company issued the Preferred Exchange Shares to the holder on May 31, 2024, at which time the Preferred Shares were cancelled. The Preferred Exchange 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 Preferred 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. The information set forth in Item 1.01 of this Current Report on Form 8-K pertaining to the Warrant Exchange is incorporated by reference into this Item 3.02. The Warrant Exchange was completed, and the Warrant Exchange Shares issued in exchange for the Assumed Warrants 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 are other outstanding securities of the Company; (b) there was no additional consideration delivered by the Warrant Holder 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 31, 2024, after taking into account the issuance of the Warrant Exchange Shares and the Preferred Exchange Shares, the Company has 11,941,121 shares of Common Stock outstanding.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 8.01 of this Current Report on Form 8-K pertaining to the termination of the Employment Agreement (as defined below) is incorporated by reference into this Item 5.02. 2

01 Other Events

Item 8.01 Other Events. Letter of Intent with AVX Aircraft Company On May 31, 2024, XTI Aircraft entered into a non-binding letter of intent (the "Letter of Intent") with AVX Aircraft Company, a Maryland corporation ("AVX"), that sets forth the preliminary terms and conditions of a potential definitive agreement between XTI Aircraft and AVX (the "Definitive Agreement") pursuant to which AVX would provide engineering services to support XTI Aircraft's continued development of the TriFan 600 fixed-wing vertical takeoff and landing airplane. AVX is in the business of bringing advanced vertical lift solutions to the civil and military aircraft market and has highly experienced engineers and professionals in the vertical lift environment. No assurances can be made that the XTI Aircraft will successfully negotiate and enter into the Definitive Agreement. A copy of the Letter of Intent is filed as Exhibit 99.1 to this Current Report on Form 8-K. Non-renewal of Employment Agreement On May 30, 2024, XTI Aircraft notified Michael Hinderberger, Chief Executive Officer of XTI Aircraft, that it would not renew his employment agreement dated July 1, 2022 (the "Employment Agreement"). Accordingly, the Employment Agreement expires by its terms on July 31, 2024 (the "Expiration Date") and Mr. Hinderberger's employment with XTI Aircraft will terminate as of the Expiration Date.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 5.1 Opinion of Mitchell Silberberg & Knupp LLP. 10.1 Amendment No. 4 to Equity Distribution Agreement, dated as of May 31, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC. 10.2 Exchange Agreement, dated May 30, 2024, by and between XTI Aerospace, Inc. and the Warrant Holder 23.1 Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1). 99.1 AVX Letter of Intent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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 31, 2024 By: /s/ Scott Pomeroy Name: Scott Pomeroy Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR