XTI Aerospace Sells 1M Shares in Private Placement

TL;DR

XTIA sold 1M shares at $0.10 for $100k, private placement.

AI Summary

On November 18, 2024, XTI Aerospace, Inc. reported an unregistered sale of equity securities. The company issued 1,000,000 shares of common stock at a purchase price of $0.10 per share, for a total of $100,000. This transaction was part of a private placement.

Why It Matters

This unregistered sale of equity securities could dilute existing shareholders' ownership and may indicate the company is raising capital through non-public means.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can lead to dilution and may signal financial needs, impacting investor confidence.

Key Numbers

• 1,000,000 — Shares Sold (Represents the volume of equity issued in the unregistered sale.)
• $100,000 — Total Proceeds (The aggregate amount raised from the sale of 1,000,000 shares.)
• $0.10 — Price Per Share (The price at which each share was sold in the private placement.)

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• November 18, 2024 (date) — Date of earliest event reported
• 1,000,000 (number) — Shares of common stock sold
• $0.10 (dollar_amount) — Purchase price per share
• $100,000 (dollar_amount) — Total proceeds from sale

FAQ

Key Financial Figures

• $0.05 — at an effective price per share between $0.05 and $0.0516, in exchange for the return
• $0 — ctive price per share between $0.05 and $0.0516, in exchange for the return and ca
• $955,500 — Stock with an aggregate stated value of $955,500, pursuant to the terms and conditions o
• $858,932 — on statement on Form S-8. Approximately $858,932 of the Shares were issued to Mr. Ali in
• $375,000 — atisfaction of five monthly payments of $375,000 each from July 12, 2024 to November 12,
• $1,875,000 — er 12, 2024 (in the aggregate amount of $1,875,000) owed to Mr. Ali under that certain Con
• $222,451 — the Company and Mr. Ali. Approximately $222,451 of the Shares were issued to Mr. Ali in
• $259,878.06 — , the Company delivered an aggregate of $259,878.06 to Streeterville and $86,626.02 to 3AM,
• $86,626.02 — ate of $259,878.06 to Streeterville and $86,626.02 to 3AM, via wire transfer of immediatel

Filing Documents

• ea0222070-8k_xtiaero.htm (8-K) — 28KB
• 0001213900-24-101087.txt ( ) — 199KB
• xtia-20241118.xsd (EX-101.SCH) — 3KB
• xtia-20241118_lab.xml (EX-101.LAB) — 33KB
• xtia-20241118_pre.xml (EX-101.PRE) — 22KB
• ea0222070-8k_xtiaero_htm.xml (XML) — 4KB

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. XTI Aerospace, Inc. (the "Company") issued an aggregate of 18,745,348 shares of common stock (the "Preferred Exchange Shares") to Streeterville Capital, LLC ("Streeterville"), a holder of shares of the Company's Series 9 Preferred Stock, at an effective price per share between $0.05 and $0.0516, in exchange for the return and cancellation of an aggregate of 910 shares of Series 9 Preferred Stock with an aggregate stated value of $955,500, pursuant to the terms and conditions of exchange agreements dated November 18, 2024 and November 19, 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 November 20, 2024, the Company has 216,493,235 shares of common stock outstanding.

01 Other Events

Item 8.01 Other Events. Stock Issuance to Nadir Ali On November 19, 2024, the Company entered into a Restricted Stock Award Agreement with Nadir Ali (the "Restricted Stock Award Agreement"), a consultant to the Company and the Company's former Chief Executive Officer and a former director of the Company. Pursuant to the Restricted Stock Award Agreement, the Company issued an aggregate of 21,627,674 fully vested shares of common stock (the "Shares") to Mr. Ali at a price per share of $0.05, under the Company's 2018 Employee Stock Incentive Plan, as amended, which Shares were registered pursuant to a registration statement on Form S-8. Approximately $858,932 of the Shares were issued to Mr. Ali in partial satisfaction of five monthly payments of $375,000 each from July 12, 2024 to November 12, 2024 (in the aggregate amount of $1,875,000) owed to Mr. Ali under that certain Consulting Agreement, dated March 12, 2024, by and between the Company and Mr. Ali. Approximately $222,451 of the Shares were issued to Mr. Ali in partial satisfaction of amounts owed to Mr. Ali under the Company's Transaction Bonus Plan adopted on July 24, 2023 and amended on March 12, 2024. The foregoing description of the Restricted Stock Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Award Agreement attached as Schedule 1 to Exhibit A to the Consulting Agreement, a copy of which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2024. Payments of Redemption Proceeds Pursuant to that certain Consent, Waiver and Release Agreement, dated November 17, 2024 (the "Consent Agreement"), by and among the Company, Streeterville and 3AM Investments LLC, an entity controlled by Mr. Ali ("3AM"), on November 18, 2024, the Company delivered an aggregate of $259,878.06 to Streeterville and $86,626.02 to 3AM, via wire transfer of

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