XTI Aerospace Files 8-K: Agreements, Equity Sales, and Bylaw Changes

TL;DR

XTI Aero signed a big deal, sold some stock, and changed its bylaws on Jan 7th.

AI Summary

On January 7, 2025, 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 material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws and other events, along with the filing of financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by XTI Aerospace, including new agreements and changes affecting its shareholders, which could impact its operational and financial trajectory.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, unregistered equity sales, and modifications to security holder rights, which can introduce financial and operational risks.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• January 7, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — its outstanding common stock, par value $0.001 per share (the "Common Stock"), at a ra
• $13.75 — (the "Shares"), at an offering price of $13.75 per Share on a post-Reverse Stock Split
• $0.055 — re on a post-Reverse Stock Split basis ($0.055 per Share on a pre-Reverse Stock Split
• $20 million — receive gross proceeds of approximately $20 million in connection with the Offering, before
• $17.1875 — y 8, 2030 and have an exercise price of $17.1875 per share on a post-Reverse Stock Split
• $0.06875 — re on a post-Reverse Stock Split basis ($0.06875 per share on a pre-Reverse Stock Split
• $175,000 — s expenses in an aggregate amount up to $175,000. The Company further agreed not to issu
• $4 million — fering, which is equal to approximately $4 million (the "Payment Amount"), which payment s
• $450,450 — Stock with an aggregate stated value of $450,450 (the "Preferred Shares") for 10,475,581
• $0.043 — es") at an effective price per share of $0.043. The Company issued the Exchange Shares
• $5,000,000 — he Company to raise up to an additional $5,000,000 (the "ATM Increase") under the Company'
• $1.00 — mmon Stock had closed below the minimum $1.00 per share requirement for continued lis
• $0.10 — e for the Common Stock had closed below $0.10 per share for the 10-consecutive tradin

Filing Documents

• ea0227324-8k_xtiaero.htm (8-K) — 52KB
• ea022732401ex3-1_xtiaero.htm (EX-3.1) — 4KB
• ea022732401ex4-1_xtiaero.htm (EX-4.1) — 117KB
• ea022732401ex5-1_xtiaero.htm (EX-5.1) — 16KB
• ea022732401ex10-1_xtiaero.htm (EX-10.1) — 399KB
• ea022732401ex10-2_xtiaero.htm (EX-10.2) — 17KB
• ea022732401ex99-1_xtiaero.htm (EX-99.1) — 10KB
• ex3-1_001.jpg (GRAPHIC) — 472KB
• ex3-1_002.jpg (GRAPHIC) — 1037KB
• ex3-1_003.jpg (GRAPHIC) — 751KB
• ex3-1_004.jpg (GRAPHIC) — 560KB
• ex3-1_005.jpg (GRAPHIC) — 670KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-002385.txt ( ) — 5759KB
• xtia-20250107.xsd (EX-101.SCH) — 3KB
• xtia-20250107_lab.xml (EX-101.LAB) — 33KB
• xtia-20250107_pre.xml (EX-101.PRE) — 22KB
• ea0227324-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On January 7, 2025, XTI Aerospace, Inc., a Nevada corporation (the "Company"), filed a certificate of amendment (the "Reverse Stock Split Amendment") to its Restated Articles of Incorporation, as amended (the "Articles of Incorporation"), with the Secretary of State of the at a ratio of 1-for-250, effective as of 12:01 a.m., Eastern Time, on January 10, 2025 (the "Reverse Stock Split"). On January 7, 2025, the Company entered into a Placement Agency Agreement (the "Agreement") with ThinkEquity LLC (the "Placement Agent"), pursuant to which the Company agreed to issue and sell directly to various investors, in a best efforts public offering (the "Offering"), an aggregate of 1,454,546 shares of Common Stock on a post-Reverse Stock Split basis (363,636,364 shares of Common Stock on a pre-Reverse Stock Split basis) (the "Shares"), at an offering price of $13.75 per Share on a post-Reverse Stock Split basis ($0.055 per Share on a pre-Reverse Stock Split basis). The Company is expected to receive gross proceeds of approximately $20 million in connection with the Offering, before deducting placement agent fees and other offering expenses payable by the Company. The Offering is expected to close on January 10, 2025. As part of its compensation for acting as placement agent for the Offering, the Company also agreed to issue to the Placement Agent, warrants (the "Placement Agent Warrants") to purchase 72,727 shares of Common Stock on a post-Reverse Stock Split basis (18,181,818 shares of Common Stock on a pre-Reverse Stock Split basis) (the "Placement Agent Warrant Shares"). The Placement Agent Warrants are exercisable commencing January 10, 2025, expire January 8, 2030 and have an exercise price of $17.1875 per share on a post-Reverse Stock Split basis ($0.06875 per share on a pre-Reverse S

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. On December 23, 2024, the Company entered into an exchange agreement with a holder of shares of the Company's Series 9 Preferred Stock pursuant to which the Company and the holder agreed to exchange 429 shares of Series 9 Preferred Stock with an aggregate stated value of $450,450 (the "Preferred Shares") for 10,475,581 shares of Common Stock (the "Exchange Shares") at an effective price per share of $0.043. The Company issued the Exchange Shares to the holder on December 26, 2024, at which time the Preferred Shares were cancelled. The 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 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 January 10, 2025, the Company has 1,848,121 shares of Common Stock outstanding on a post-Reverse Stock Split basis (subject to adjustment in connection with the rounding of fractional shares), which excludes the Shares to be issued at the closing of the Offering. Because the Exchange Shares constituted less than 5% of the outstanding Common Stock as of December 23, 2024, the disclosure under this Item 3.02 is being disclosed voluntarily.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein. 2

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 7, 2025, the Company filed the Reverse Stock Split Amendment with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-250, effective as of 12:01 a.m., Eastern Time, on January 10, 2025. As previously reported by the Company, the Company held its 2024 annual meeting of stockholders on December 27, 2024 (the "Annual Meeting"), at which meeting, the Company's stockholders approved the amendment to the Articles of Incorporation to effect a reverse stock split of the Company's Common Stock at a ratio in the range of 1-for-2 to 1-for-250, with such ratio to be determined by the Company's board of directors (the "Board"). Following the Annual Meeting, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-250 and approved the corresponding final form of the Certificate of Amendment. As a result of the Reverse Stock Split, every 250 shares of issued and outstanding Common Stock was automatically combined into one issued and outstanding share of Common Stock. The Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on January 10, 2025. The trading symbol for the Common Stock will remain "XTIA." The new CUSIP number for the Common Stock following the Reverse Stock Split is 98423K 405. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise have held a fractional share, the stockholder received, in lieu of the issuance of such fractional share, one whole share of Common Stock. The conversion or exercise price of and the number of shares issuable under the Company's outstanding securities convertible into or exercisable for Common Stock adjusted on a per holder basis, and if, as a result of the Reverse Stock Split, the number of shares issuable under any sec

01 Other Events

Item 8.01 Other Events. On January 7, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. At-the-Market (ATM) Program and Series 9 Preferred Stock Holder's Consent As previously disclosed, on November 17, 2024, the Company entered into a Consent Waiver and Release (the "November 2024 Consent") with 3AM and Streeterville Capital, LLC ("Streeterville", and together with 3AM, the "Series 9 Holders"), each as a Required Holder of Series 9 Preferred Stock . Pursuant to the November 2024 Consent, among other things, the Series 9 Holders authorized the Company to raise up to an additional $5,000,000 (the "ATM Increase") under the Company's "at the market" offering program pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and Maxim Group LLC, the Company's sales agent, as amended from time to time (the "ATM") in consideration for the Company's agreement to pay 20% of the proceeds it receives from sales under the ATM in connection with the ATM Increase (the "Redemption Proceeds") to the Series 9 Holders to redeem a portion of their Series 9 Preferred Stock, to be distributed as follows: (i) 75% of the Redemption Proceeds to Streeterville (15% of all proceeds received from sales under the ATM) ("15% Redemption Amount"), and (ii) 25% of the Redemption Proceeds to 3AM (5% of all proceeds received from sales under the ATM). 3 On December 23, 2024, the Company received a consent and waiver (the "December 2024 Consent") from the Required Holder of the Series 9 Preferred Stock, authorizing the Company to raise up to an additional $5,000,000 under the ATM in consideration for the Company's agreement to allocate the 15% Redemption Amount to the Bonus Plan Recipients, in lieu of 3AM, as the remaining holder of Series 9 Preferred Stock, following the date on wh

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Articles of Incorporation, effective as of January 10, 2025 4.1 Form of Placement Agent Warrant 5.1 Opinion of Mitchell Silberberg & Knupp LLP 10.1 Placement Agency Agreement, dated January 7, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC 10.2 Form of Lock-Up Agreement 23.1 Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1) 99.1 Press Release, dated January 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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: January 10, 2025 By: /s/ Brooke Turk Name: Brooke Turk Title: Chief Financial Officer 5

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