XTI Aerospace Files 8-K with Material Agreement

TL;DR

XTI Aero signed a big deal, filed financials & equity sales. Details TBD.

AI Summary

On October 2, 2024, XTI Aerospace, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities 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 filing indicates a significant new agreement for XTI Aerospace, which could impact its future operations and financial performance. Investors will be looking for more details on the terms and implications of this agreement.

Risk Assessment

Risk Level: medium — The filing mentions a Material Definitive Agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Numbers

• 001-36404 — SEC File Number (Identifies the company's filing with the SEC.)
• 88-0434915 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• October 2, 2024 (date) — Date of earliest event reported
• Inpixon (company) — Former company name
• Sysorex Global (company) — Former company name
• Sysorex Global Holdings Corp. (company) — Former company name

FAQ

Key Financial Figures

• $3.0 million — ote in an aggregate principal amount of $3.0 million (the "Original Bridge Note") and a five
• $3.0 m — Note Warrant") for a purchase price of $3.0 million, pursuant to a securities purchas
• $0.1898 — at an effective price per share between $0.1898 and $0.2256, in exchange for the return
• $0 — ive price per share between $0.1898 and $0.2256, in exchange for the return and ca
• $577,500 — Stock with an aggregate stated value of $577,500, pursuant to the terms and conditions o

Filing Documents

• ea0216884-8k_xtiaero.htm (8-K) — 31KB
• ea021688401ex10-1_xtiaero.htm (EX-10.1) — 17KB
• 0001213900-24-085631.txt ( ) — 224KB
• xtia-20241002.xsd (EX-101.SCH) — 3KB
• xtia-20241002_lab.xml (EX-101.LAB) — 33KB
• xtia-20241002_pre.xml (EX-101.PRE) — 22KB
• ea0216884-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Second Amendment to Bridge Note As previously disclosed, on October 26, 2023, XTI Aerospace, Inc. (the "Company") purchased from Damon Motors Inc., a British Columbia corporation ("Damon"), in a private placement (the "Damon Private Placement") a convertible note in an aggregate principal amount of $3.0 million (the "Original Bridge Note") and a five-year warrant to purchase 1,096,321 shares of Damon common stock (the "Original Bridge Note Warrant") for a purchase price of $3.0 million, pursuant to a securities purchase agreement (the "Original SPA"). The Original Bridge Note, the Original Bridge Note Warrant and the Original SPA, together with all of the other convertible notes, warrants and securities purchase agreements issued or entered into by Damon, as applicable, in the Damon Private Placement, were amended (as so amended, the "Bridge Notes," the "Bridge Note Warrants" and the "SPAs," respectively) pursuant to the terms of letter agreements by and between Damon and Damon securityholders representing more than 50% of the aggregate principal amount of all then-outstanding Bridge Notes (which is the minimum amount required to amend the Bridge Notes) (such holders, the "Requisite Holders") and at least 50.01% in interest of the Bridge Notes at the time of the amendments (which is the minimum amount required to amend the Bridge Note Warrants and the SPAs). Such letter agreements included a letter agreement by and between the Company and Damon, signed by the Company on June 18, 2024 (the "First Letter Agreement"). On October 2, 2024, the Company and Damon entered into a second letter agreement (the "Second Letter Agreement," and collectively with substantially similar letter agreements Damon entered into with the Requisite Holders, the "Second Letter Agreements"), pursuant to which the Company agreed to certain amendments to the Bridge Notes, which amendments are deemed effective on the date that Damon rece

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued an aggregate of 2,779,310 shares of common stock (the "Preferred Exchange Shares") to a holder of shares of the Company's Series 9 Preferred Stock, at an effective price per share between $0.1898 and $0.2256, in exchange for the return and cancellation of an aggregate of 550 shares of Series 9 Preferred Stock with an aggregate stated value of $577,500, pursuant to the terms and conditions of exchange agreements dated August 23, 2024 and October 2, 2024. 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. As of October 4, 2024, the Company has 39,447,029 shares of Common Stock outstanding.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of Second Letter Agreement by and between Damon Motors Inc. and XTI Aerospace, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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 4, 2024 By: /s/ Scott Pomeroy Name: Scott Pomeroy Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR