XTI Aerospace Files 8-K with Material Agreement

TL;DR

XTI Aero signed a big deal, filing an 8-K. Details TBD.

AI Summary

On June 28, 2024, XTI Aerospace, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also provided a Regulation FD Disclosure and filed financial statements and exhibits. This filing follows a period of name changes for the company, previously known as Inpixon, Sysorex Global, and Sysorex Global Holdings Corp.

Why It Matters

This 8-K filing indicates a significant new agreement for XTI Aerospace, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• Inpixon (company) — Former company name
• Sysorex Global (company) — Former company name
• Sysorex Global Holdings Corp. (company) — Former company name
• June 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $12 million — k with a minimum value of approximately $12 million ("Minimum Amount") and up to approximat
• $55 million — inimum Amount") and up to approximately $55 million (the "Maximum Amount") at a post-money
• $275 million — m Amount") at a post-money valuation of $275 million (the "Locked Valuation"), subject to th
• $6.5 million — ibute a minimum amount of approximately $6.5 million (the "XTI Initial Contribution Amount")
• $25 million — contribution amount up to approximately $25 million (the "XTI Cumulative Contribution Amoun
• $1,000 — e Release Amount by a purchase price of $1,000 per share; FCIL may at it its option

Filing Documents

• ea0208746-8k_xtiaero.htm (8-K) — 43KB
• ea020874601ex10-1_xtiaero.htm (EX-10.1) — 212KB
• ea020874601ex99-1_xtiaero.htm (EX-99.1) — 15KB
• ex10-1_001.jpg (GRAPHIC) — 2KB
• ex10-1_002.jpg (GRAPHIC) — 3KB
• ex99-1_002.jpg (GRAPHIC) — 1KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-057583.txt ( ) — 493KB
• xtia-20240628.xsd (EX-101.SCH) — 3KB
• xtia-20240628_lab.xml (EX-101.LAB) — 33KB
• xtia-20240628_pre.xml (EX-101.PRE) — 22KB
• ea0208746-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Capital Collation and Distribution Agreement On June 28, 2024, XTI Aerospace, Inc. (the "Company") entered into a Capital Collation and Distribution Agreement (the "Distribution Agreement") with FC Imperial Limited ("FCIL"), which sets forth the terms of a proposed equity investment by FCIL for shares of preferred stock with a minimum value of approximately $12 million ("Minimum Amount") and up to approximately $55 million (the "Maximum Amount") at a post-money valuation of $275 million (the "Locked Valuation"), subject to the parties entering into a definitive equity purchase agreement (the "Definitive Purchase Agreement"). The Company intends to use the investment for the development of the Company's TriFan 600 aircraft. Under the terms of the Distribution Agreement, upon such date as the Company and FCIL shall mutually agree, the Company is expected to contribute a minimum amount of approximately $6.5 million (the "XTI Initial Contribution Amount") into a capital pooling account ("CPA") that will be managed by an independent third party. Within 75 business days of depositing the XTI Initial Contribution Amount into the CPA (the "FCIL Minimum Amount Deadline"), FCIL (or an affiliated entity) is required to deposit no less than the Minimum Amount into the CPA ("FCIL Initial Contribution"). If FCIL does not deposit the Minimum Amount into the CPA on or prior to the FCIL Minimum Amount Deadline, the XTI Cumulative Contribution Amount (as defined below) will be returned to the Company. The Distributio n Agreement provides for the following non-binding anticipated material terms of FCIL's investment in the Company: for a period of 30 calendar days following the deposit of the XTI Initial Contribution Amount ("XTI Initial Contribution Date"), the Company will have the opportunity to increase its contribution amount up to approximately $25 million (the "XTI Cumulative Contribution Amount"); for a period of 9

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 1, 2024, the Company issued a press release (the "Press Release") announcing the entry into the Distribution Agreement. The Press Release is attached to this Current Report as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. Cautionary Note Regarding Forward-Looking Statements The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "intend," "may," "should," "would," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. With respect to the matters addressed in this Current Report on Form 8-K, those factors include, but are not limited to: whether the Company and FCIL will successfully negotiate and enter into the Definitive Purchase Agreement on the terms set forth in the Distribution Agreement or otherwise and whether the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1* Capital Collation and Distribution Agreement, dated as of dated June 28, 2024, by and among XTI Aerospace, Inc., FC Imperial Limited, PIC IHC LLP and a Global Administrative Service Provider 99.1 Press Release, dated July 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits, schedules and similar attachments have been omitted pursuant to Item 601 of Regulation S-K and the registrant undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC. 2 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: July 1, 2024 By: /s/ Scott Pomeroy Name: Scott Pomeroy Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR