XTI Aerospace Enters Material Definitive Agreement

TL;DR

XTI Aerospace signed a big deal, but we don't know what it is yet.

AI Summary

XTI Aerospace, Inc. announced on September 26, 2024, that it entered into a Material Definitive Agreement. The filing does not disclose specific details of the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant business development for XTI Aerospace, Inc., though the lack of detail leaves investors uncertain about the nature and impact of the agreement.

Risk Assessment

Risk Level: medium — The risk is medium due to the lack of specific information about the material definitive agreement, leaving its potential impact on the company unclear.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $13,000,000 — financing in the amount of no less than $13,000,000 in aggregate gross proceeds, (ii) tolls

Filing Documents

• ea0216596-8k_xti.htm (8-K) — 29KB
• ea021659601ex2-1_xti.htm (EX-2.1) — 24KB
• 0001213900-24-084720.txt ( ) — 230KB
• xtia-20240926.xsd (EX-101.SCH) — 3KB
• xtia-20240926_lab.xml (EX-101.LAB) — 33KB
• xtia-20240926_pre.xml (EX-101.PRE) — 22KB
• ea0216596-8k_xti_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Second Amendment to Business Combination Agreement As previously disclosed, XTI Aerospace, Inc. (the "Company") entered into a Business Combination Agreement, dated as of October 23, 2023, with Damon Motors Inc., a British Columbia corporation ("Damon"), Grafiti Holding Inc., a British Columbia corporation ("Spinco"), and 1444842 B.C. Ltd., a British Columbia corporation ("Amalco Sub"), which agreement was amended by the Amendment to Business Combination Agreement, dated as of June 18, 2024 (the "First BCA Amendment," and the agreement amended from time to time, the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, it is proposed that Amalco Sub and Damon amalgamate under the laws of British Columbia, Canada, with the amalgamated company continuing as a wholly-owned subsidiary of Spinco (the "Business Combination"), subject to the terms and conditions of the Business Combination Agreement. On September 26, 2024, the Company, Damon, Spinco and Amalco Sub entered into a Second Amendment to the Business Combination Agreement (the "Second BCA Amendment"), which, among other things, (i) adds as a condition to the Business Combination that Spinco and/or Damon, collectively, are to have received legally binding commitments for financing in the amount of no less than $13,000,000 in aggregate gross proceeds, (ii) tolls the date on which the Business Combination Agreement may be terminated until October 30, 2024, (iii) provides that if any shareholder of Damon is released early from the lock-up agreement contemplated by the Business Combination Agreement, then the Company and holders of Spinco common shares prior to the effective time of the Business Combination who are current or former officers, directors, employees or consultants of Spinco will also be released from their respective lock-up obligations to the same extent and (iv) provides that the Business Combination Agreement may

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 2.1 Second Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: October 2, 2024 By: /s/ Scott Pomeroy Name: Scott Pomeroy Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR