XTI Aerospace Files 8-K on Asset Acquisition and Equity Sales

TL;DR

XTIA just bought some assets and sold some stock, details light.

AI Summary

On June 5, 2024, XTI Aerospace, Inc. entered into a Material Definitive Agreement related to the acquisition of certain assets from an unnamed seller. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The specific details of the agreement, including the seller and the value of the assets, are not fully disclosed in this filing.

Why It Matters

This filing indicates XTI Aerospace is pursuing strategic growth through asset acquisition and has engaged in equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require further scrutiny.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• June 5, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-36404 (commission_file_number) — SEC File Number
• 88-0434915 (irs_number) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $33,800,000 — amount was increased from approximately $33,800,000 to approximately $48,800,000. Accordi
• $48,800,000 — roximately $33,800,000 to approximately $48,800,000. Accordingly, pursuant to the Equity
• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), having an a
• $15,000,000 — e offering price of up to approximately $15,000,000 in Common Stock remaining under the Equ
• $4,700,000 — nt reflecting the sale of an additional $4,700,000 of the Shares (the "Prospectus Suppleme
• $1,050,000 — Stock with an aggregate stated value of $1,050,000 (the "Preferred Shares") for 1,141,924
• $0.9195 — es") at an effective price per share of $0.9195. The Company issued the Preferred Excha

Filing Documents

• ea0207491-8k_xtiaero.htm (8-K) — 51KB
• ea020749101ex5-1_xtiaero.htm (EX-5.1) — 12KB
• ea020749101ex10-1_xtiaero.htm (EX-10.1) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-050983.txt ( ) — 259KB
• xtia-20240605.xsd (EX-101.SCH) — 3KB
• xtia-20240605_lab.xml (EX-101.LAB) — 33KB
• xtia-20240605_pre.xml (EX-101.PRE) — 22KB
• ea0207491-8k_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): June 5, 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 1.01 Entry into a Material Definitive Agreement. At-The-Market (ATM) Offering Increase On June 10, 2024, XTI Aerospace, Inc. (the "Company") entered into Amendment No. 5 to the Equity Distribution Agreement (the "Amendment") with Maxim Group LLC ("Maxim") which amends the Equity Distribution Agreement, dated as of July 22, 2022 (the "Original Agreement"), between the Company and Maxim, as previously amended on June 13, 2023, December 29, 2023, May 28, 2024 and May 31, 2024 (as amended, the "Equity Distribution Agreement"), pursuant to which the aggregate gross sales amount was increased from approximately $33,800,000 to approximately $48,800,000. 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 $48,800,000 through Maxim, as the Company's sales agent. As of June 10, 2024, the Company has sold 5,446,456 shares of Common Stock with an aggregate offering price of approximately $33,800,000, leaving an aggregate offering price of up to approximately $15,000,000 in Common Stock remaining under the Equity Distribution Agreement, subject to the limitations required by General Instruction I.B.6 of Form S-3, if then applicable (the "Shares"). In connection with the Amendment, on June 10, 2024, the Company filed a prospectus supplement reflecting the sale of an additional $4,700,000 of the Shares (the "Prospectus Supplement"). The Shares will be sold and issued 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 relating to the offering dated July 22, 2022, supplements to the prospectus supplement dated April 18, 2023, June 13, 2023, May 28, 2024 and May 31, 2024 and the Prospectus Supplement (the base prospectus together with the prospectus supplements and the Prospectus Supplement, the "Prospectus"), and one or more additional prospectus supplements to the Prospectus. Sales of the Shares through Maxim, if any, will be made by any method that is deemed an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market, or any other existing trading market for the Company's Common Stock or to or through a market marker. Maxim may also sell the Shares by any other method permitted by law, including in privately negotiated transactions. Maxim will also have the right, in its sole discretion, to purchase Shares from the Company as principal for its own account at a price and subject to the other terms and conditions agreed upon at the time of sale. Maxim will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purcha

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