XTI Aerospace Reports Equity Sales, Officer Changes
Ticker: XTIA · Form: 8-K · Filed: Oct 30, 2024 · CIK: 1529113
Sentiment: neutral
Topics: equity-sale, management-change, filing
TL;DR
XTI Aero sold equity, changed execs, and filed financials. Watch for dilution.
AI Summary
XTI Aerospace, Inc. filed an 8-K on October 30, 2024, reporting on several key events. These include unregistered sales of equity securities, changes in directors and officers, and the adoption of new compensatory arrangements. The filing also covers Regulation FD disclosures and financial statements/exhibits, with the earliest event reported being October 28, 2024.
Why It Matters
This filing indicates potential dilution from equity sales and changes in the company's leadership, which could impact strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — The filing details unregistered equity sales, which can lead to dilution, and changes in corporate governance, both of which carry inherent risks.
Key Players & Entities
- XTI Aerospace, Inc. (company) — Registrant
- October 28, 2024 (date) — Earliest event reported
- October 30, 2024 (date) — Filing date
FAQ
What specific equity securities were sold unregistered?
The filing indicates unregistered sales of equity securities but does not specify the exact type or amount in the provided text.
Were there any departures or appointments of directors or officers?
Yes, the filing explicitly lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item of information.
What is the nature of the compensatory arrangements mentioned?
The filing mentions 'Compensatory Arrangements of Certain Officers' but does not detail the specifics of these arrangements in the provided text.
What is the significance of the Regulation FD Disclosure item?
This indicates that the company is making public disclosures to prevent selective disclosure of material non-public information.
What financial statements and exhibits are included with this filing?
The filing lists 'Financial Statements and Exhibits' as an item of information, but the specific contents are not detailed in the provided text.
Filing Stats: 2,036 words · 8 min read · ~7 pages · Grade level 10.5 · Accepted 2024-10-30 09:15:08
Key Financial Figures
- $0 — ock, at an effective price per share of $0.086, in exchange for the return and can
- $315,000 — Stock with an aggregate stated value of $315,000, pursuant to the terms and conditions o
- $300,000 — led to receive an annual base salary of $300,000, which may be increased by the Board fr
- $0.473 — ober 28, 2024, and an exercise price of $0.473 per share. The stock options vest 1/3rd
Filing Documents
- ea0219127-8k_xtiaero.htm (8-K) — 55KB
- ea021912701ex10-1_xtiaero.htm (EX-10.1) — 55KB
- ea021912701ex99-1_xtiaero.htm (EX-99.1) — 12KB
- 0001213900-24-091993.txt ( ) — 317KB
- xtia-20241028.xsd (EX-101.SCH) — 3KB
- xtia-20241028_lab.xml (EX-101.LAB) — 33KB
- xtia-20241028_pre.xml (EX-101.PRE) — 22KB
- ea0219127-8k_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): October 28, 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 3.02 Unregistered Sales of Equity Securities. XTI Aerospace, Inc. (the "Company") agreed to issue 3,662,790 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 $0.086, 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 29, 2024. The Preferred Exchange Shares will be 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 will be 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 29, 2024, after taking into account the issuance of the Preferred Exchange Shares, the Company has 68,380,698 shares of common stock outstanding. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 30, 2024, the Company announced that, effective as of October 28, 2024, the board of directors (the "Board") of the Company appointed Jennifer Gaines as the Company's Chief Legal Officer. Jennifer Gaines, 54, brings over 25 years of in-house counsel experience spanning diverse industries, including technology, telecommunications, aerospace, and private equity. From April 2024 until she joined the Company, Ms. Gaines served as Head of Legal and Compliance, U.S., at Nemetschek Group, a developer and distributer of software for planning, designing, building and managing buildings and real estate. Prior to that, she was Regional General Counsel and Corporate Secretary – Americas at Software ONE, Inc. (March 2022 to April 2024), General Counsel and Corporate Secretary at Shift Technologies, Inc. (January 2021 to July 2021), and Chief Legal and Human Resources Officer at OneSource Virtual, Inc. (January 2018 to October 2020). From August 2008 to January 2017, she held various legal roles at Patriarch Partners, LLC, a private equity firm, including Vice President and Special Counsel and Director of Legal Services. Prior to her employment at Patriarch Partners, Ms. Gaines was Senior Vice President, General Counsel and Secretary at Handango, Inc. (November 2006 to December 2008), Deputy General Counsel at First Command Financial Services, Inc. (May to December 2006), and Vice President, General Counsel and Secretary at Securus Technologies, Inc. (August 2003 to November 2004). From December 1996 to August 2003, she held various legal roles of increasing responsibility at WebLink Wireless, Inc., including Vice President, General Counsel and Secretary, and