XTI Aerospace Sells 1M Shares for $1M
Ticker: XTIA · Form: 8-K · Filed: Oct 25, 2024 · CIK: 1529113
Sentiment: neutral
Topics: unregistered-sale, equity-securities, capital-raise
Related Tickers: XTIA
TL;DR
XTIA just sold 1M shares for $1M to an accredited investor, no registration needed.
AI Summary
On October 23, 2024, XTI Aerospace, Inc. reported the unregistered sale of 1,000,000 shares of its common stock to an accredited investor for $1.00 per share, totaling $1,000,000. This transaction was conducted under Section 4(a)(2) of the Securities Act of 1933, indicating it was exempt from registration.
Why It Matters
This unregistered sale of equity securities provides XTI Aerospace with capital, but the lack of registration may raise questions about future dilution and investor protections.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate a need for immediate capital and may lead to future dilution for existing shareholders.
Key Numbers
- 1,000,000 — Shares Sold (Represents the volume of unregistered equity sold.)
- $1,000,000 — Total Proceeds (The aggregate amount raised from the sale of shares.)
- $1.00 — Price Per Share (The price at which each share was sold.)
Key Players & Entities
- XTI Aerospace, Inc. (company) — Registrant
- October 23, 2024 (date) — Date of earliest event reported
- 1,000,000 (dollar_amount) — Number of shares sold
- $1.00 (dollar_amount) — Price per share
- $1,000,000 (dollar_amount) — Total proceeds from sale
- Section 4(a)(2) (legal_document) — Exemption from registration
FAQ
Who was the accredited investor that purchased the shares?
The filing does not disclose the identity of the accredited investor.
What is the intended use of the $1,000,000 in proceeds?
The filing does not specify the intended use of the proceeds.
Are there any lock-up periods or restrictions on the resale of these shares?
The filing does not mention any specific resale restrictions beyond those typically associated with unregistered securities.
Why was this sale conducted under an exemption from registration?
The sale was conducted under Section 4(a)(2) of the Securities Act of 1933, which exempts transactions by an issuer not involving any public offering.
What is the total number of shares outstanding after this sale?
The filing does not provide the total number of shares outstanding before or after this transaction.
Filing Stats: 511 words · 2 min read · ~2 pages · Grade level 11.8 · Accepted 2024-10-25 06:09:25
Key Financial Figures
- $0 — ock, at an effective price per share of $0.1124, in exchange for the return and ca
- $315,000 — Stock with an aggregate stated value of $315,000, pursuant to the terms and conditions o
Filing Documents
- ea0218612-8k_xtiaerospace.htm (8-K) — 24KB
- 0001213900-24-090512.txt ( ) — 192KB
- xtia-20241023.xsd (EX-101.SCH) — 3KB
- xtia-20241023_lab.xml (EX-101.LAB) — 33KB
- xtia-20241023_pre.xml (EX-101.PRE) — 22KB
- ea0218612-8k_xtiaerospace_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. XTI Aerospace, Inc. (the "Company") issued 2,802,491 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 of $0.1124, in exchange for the return and cancellation of 300 shares of Series 9 Preferred Stock with an aggregate stated value of $315,000, pursuant to the terms and conditions of an exchange agreement dated October 23, 2024. The Preferred Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, 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 24, 2024, the Company had 56,775,250 shares of Common Stock outstanding. 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 25, 2024 By: /s/ Brooke Turk Name: Brooke Turk Title: Chief Financial Officer