XTI Aerospace Files 8-K, Cites Material Agreement

TL;DR

XTI Aero signed a big deal, filing 8-K today. Could be huge.

AI Summary

On September 12, 2025, XTI Aerospace, Inc. entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company was formerly known as Inpixon, Sysorex Global, and Sysorex Global Holdings Corp.

Why It Matters

This 8-K filing indicates a significant new agreement for XTI Aerospace, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce significant new risks and opportunities, requiring careful evaluation.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• Inpixon (company) — Former company name
• Sysorex Global (company) — Former company name
• Sysorex Global Holdings Corp. (company) — Former company name
• September 12, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"), pre-fun
• $1.60 — k, together with one Common Warrant, is $1.60. The combined public offering price for
• $1.599 — t, together with one Common Warrant, is $1.599. Each share of Common Stock, or a Pre-f
• $2.00 — Warrant will have an exercise price of $2.00 per share, will be exercisable immediat
• $18.1 million — rrants, is expected to be approximately $18.1 million. The Company intends to use the net pro
• $175,000 — s expenses in an aggregate amount up to $175,000. 1 The Company further agreed and its

Filing Documents

• ea0257228-8k_xtiaero.htm (8-K) — 38KB
• ea025722801ex4-1_xtiaero.htm (EX-4.1) — 95KB
• ea025722801ex4-2_xtiaero.htm (EX-4.2) — 99KB
• ea025722801ex4-3_xtiaero.htm (EX-4.3) — 109KB
• ea025722801ex5-1_xtiaero.htm (EX-5.1) — 17KB
• ea025722801ex10-1_xtiaero.htm (EX-10.1) — 389KB
• ea025722801ex10-2_xtiaero.htm (EX-10.2) — 17KB
• ea025722801ex99-1_xtiaero.htm (EX-99.1) — 9KB
• ea025722801ex99-2_xtiaero.htm (EX-99.2) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• ex99-2_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-087390.txt ( ) — 1161KB
• xtia-20250912.xsd (EX-101.SCH) — 3KB
• xtia-20250912_lab.xml (EX-101.LAB) — 33KB
• xtia-20250912_pre.xml (EX-101.PRE) — 22KB
• ea0257228-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On September 12, 2025, XTI Aerospace, Inc. (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"), 10,575,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), pre-funded warrants (the "Pre-funded Warrants") to purchase up to 1,925,000 shares of Common Stock, and common warrants (the "Common Warrants" and together with the Pre-funded Warrants, the "Warrants") to purchase up to 12,500,000 shares of Common Stock. The combined public offering price for each share of Common Stock, together with one Common Warrant, is $1.60. The combined public offering price for each Pre-funded Warrant, together with one Common Warrant, is $1.599. Each share of Common Stock, or a Pre-funded Warrant in lieu thereof, is being sold together with one Common Warrant. Each Pre-funded Warrant will be immediately exercisable, will have an exercise price of $0.001 per share and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. Each Common Warrant will have an exercise price of $2.00 per share, will be exercisable immediately and will expire on the fifth anniversary of the date of issuance. The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No 333-289194), previously filed with the Securities and Exchange Commission (the "SEC") on August 1, 2025 and declared effective on August 12, 2025, a base prospectus included therein, a preliminary prospectus supplement dated September 11, 2025, and a final prospectus supplement dated September 12, 2025. The closing of the Offering is expected to occur on September 15, 2025. The net proceeds to the Company from the sale of the Shares and the Warrants after deducting th

01 Other Events

Item 8.01 Other Events. On September 11, 2025, the Company issued a press release announcing the Offering. On September 12, 2025, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-funded Warrant 4.2 Form of Common Warrant 4.3 Form of Placement Agent Warrant 5.1 Opinion of Mitchell Silberberg & Knupp LLP 10.1 Placement Agency Agreement, dated September 12, 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 September 11, 2025 99.2 Press Release, dated September 12, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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: September 15, 2025 By: /s/ Brooke Turk Name: Brooke Turk Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR