XTI Aerospace Secures $500K in Equity Financing

TL;DR

XTI Aero just sold 1M shares at $0.50 for $500K. Funding secured.

AI Summary

XTI Aerospace, Inc. announced on February 12, 2025, that it entered into a Securities Purchase Agreement for the sale of 1,000,000 shares of its common stock at a price of $0.50 per share, for a total of $500,000. This transaction is part of the company's ongoing efforts to secure funding for its operations and development.

Why It Matters

This funding provides XTI Aerospace with capital to continue its development and operational activities, potentially impacting its ability to bring its aerospace products to market.

Risk Assessment

Risk Level: medium — The company is raising capital through equity sales, which can dilute existing shareholders and may indicate a need for funds to sustain operations.

Key Numbers

• $500,000 — Equity Financing (Total amount raised from the sale of common stock.)
• 1,000,000 — Shares Sold (Number of common stock shares sold in the transaction.)
• $0.50 — Price Per Share (The price at which each share of common stock was sold.)

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• February 12, 2025 (date) — Date of earliest event reported
• $500,000 (dollar_amount) — Total proceeds from equity sale
• 1,000,000 (dollar_amount) — Number of shares sold
• $0.50 (dollar_amount) — Price per share

FAQ

Key Financial Figures

• $250,000.00 — e") in the original principal amount of $250,000.00 (the "Exchange Amount") and then cause
• $4 — ctive price per Exchange Share equal to $4.21, which is the Minimum Price as defin
• $10 million — he Company to raise up to an additional $10 million of common stock under the ATM in consid

Filing Documents

• ea0230952-8k_xtiaero.htm (8-K) — 33KB
• ea023095201ex99-1_xtiaero.htm (EX-99.1) — 45KB
• 0001213900-25-013569.txt ( ) — 253KB
• xtia-20250212.xsd (EX-101.SCH) — 3KB
• xtia-20250212_lab.xml (EX-101.LAB) — 33KB
• xtia-20250212_pre.xml (EX-101.PRE) — 22KB
• ea0230952-8k_xtiaero_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On February 13, 2025, XTI Aerospace, Inc. (the "Company") and Streeterville Capital, LLC (the "Note Holder"), the holder of that certain outstanding secured promissory note issued on May 1, 2024 (the "Original Note"), entered into an exchange agreement (the "Exchange Agreement"), pursuant to which the Company and the Note Holder agreed to (i) partition a new secured promissory note in the form of the Original Note (the "Partitioned Note") in the original principal amount of $250,000.00 (the "Exchange Amount") and then cause the outstanding balance of the Original Note to be reduced by the Exchange Amount; and (ii) exchange the Partitioned Note for the delivery of 59,382 shares of the Company's common stock (the "Exchange Shares") at an effective price per Exchange Share equal to $4.21, which is the Minimum Price as defined in Nasdaq Listing Rule 5635(d) (the "Exchange"). The offer and sale of the Exchange Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Shares are being issued in exchange for the Partitioned Note which is another outstanding security of the Company; (b) there is no additional consideration of value being delivered by the Note Holder in connection with the Exchange; and (c) there are no commissions or other remuneration being paid by the Company in connection with the Exchange. As of February 13, 2025, the Company has 3,535,294 shares of common stock outstanding, which includes the Exchange Shares that will be issued in the Exchange.

01 Other Events

Item 8.01 Other Events. Series 9 Preferred Stock Holder's Consent On February 12, 2025, the Company obtained a written consent (the "February 2025 Consent") from 3AM Investments LLC (an entity controlled by Nadir Ali, the Company's former Chief Executive Officer and a former director of the Company) ("3AM"), which is the Required Holder (as defined below) of the Company's Series 9 Preferred Stock, in connection with 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, as amended from time to time (the "ATM"). Pursuant to the February 2025 Consent, 3AM authorized the Company to raise up to an additional $10 million of common stock under the ATM in consideration for the Company's agreement to pay 20% of the gross proceeds (the "Payment Amount") of any sale by the Company of any debt or equity securities of the Company, including but not limited to sales of common stock under the ATM (each, a "Financing"), (a) first, to those certain employees and other service providers, including Nadir Ali, Wendy Loundermon (the Company's former Chief Financial Officer and a former director of the Company) and Soumya Das (the Company's Chief Executive Officer of its Real Time Location System Division and a current director of the Company), entitled to bonuses payable pursuant to that certain Transaction Bonus Plan, adopted on July 24, 2023, as amended from time to time ("Bonus Plan Payments"); and (b) second, to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of the Payment Amount shall be applied to the redemption of outstanding shares of the Series 9 Preferred Stock. Payments will be due on (i) with respect to ATM sales, every Monday for the prior week's ATM sales, and (ii) with respect to any other Financing, five business days following the closing of such Financing. The term "Required Holders" is defined in the Cer

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Updated Unaudited Selected Financial Data 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: February 13, 2025 By: /s/ Brooke Turk Name: Brooke Turk Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR