XTI Aerospace Files 8-K: Material Definitive Agreement

TL;DR

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

AI Summary

On October 21, 2025, XTI Aerospace, Inc. entered into a material definitive agreement. The company, formerly known as Sysorex Global Holdings Corp. and INPIXON, is incorporated in Nevada and headquartered in Englewood, Colorado. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new contract or partnership for XTI Aerospace, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Numbers

• 001-36404 — SEC File Number (Identifies the company's filing history with the SEC.)
• 88-0434915 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• October 21, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Englewood, Colorado (location) — Business address city and state
• Sysorex Global Holdings Corp. (company) — Former company name
• INPIXON (company) — Former company name

FAQ

Key Financial Figures

• $2 million — Aerospace, Inc. (the "Company") made a $2 million strategic investment in Valkyrie Scienc
• $65 million — Issuer (or the rights thereto) or (iii) $65 million (the "Valuation Cap"). Conversion in C
• $10 m — e first Qualified Financing of at least $10 million, a Sale or the Maturity Date (the
• $10 million — lesser of 50% of such New Securities or $10 million of such New Securities (the "ROFO Amoun
• $50 million — an aggregate amount up to and including $50 million (excluding any amounts purchased under
• $600,000 — nuary 23, 2026, in exchange for fees of $600,000 plus approved expenses payable pursuant

Filing Documents

• ea0262559-8k_xtiaero.htm (8-K) — 41KB
• ea026255901ex10-1_xtiaero.htm (EX-10.1) — 95KB
• ea026255901ex99-1_xtiaero.htm (EX-99.1) — 13KB
• 0001213900-25-102373.txt ( ) — 346KB
• xtia-20251021.xsd (EX-101.SCH) — 3KB
• xtia-20251021_lab.xml (EX-101.LAB) — 33KB
• xtia-20251021_pre.xml (EX-101.PRE) — 22KB
• ea0262559-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On October 21, 2025 (the "Issue Date"), XTI Aerospace, Inc. (the "Company") made a $2 million strategic investment in Valkyrie Sciences Holdings LLC, a Delaware limited liability company ("Valkyrie"), through the purchase of a convertible promissory note (the "Note") with an initial principal amount of $2 million issued by Valkyrie. Valkyrie and its affiliate Valkyrie Andromeda Corporation, a Delaware corporation ("Andromeda" and, together with Valkyrie, the "Borrower") are jointly and severally liable under the Note. Principal, Interest and Maturity; No Prepayment Without the Company's Consent . The outstanding principal amount, together with any accrued but unpaid interest (the "Remaining Balance") is due and payable on December 31, 2026 (the "Maturity Date"). Interest accrues on the outstanding principal amount at the lesser of 10% per annum or the maximum rate permissible by law, and is payable on the Maturity Date. After a Qualified Financing (as defined below) and if the Company does not elect to convert the Note, the Company may, prior to the Maturity Date, elect to require the Borrower to pay the Remaining Balance of the Note within 60 days after the delivery of the election notice to Valkyrie. Valkyrie may not prepay the Note prior to the Maturity Date without the Company's written consent. Conversion in Connection With a Qualified Financing . If either Valkyrie or Andromeda (the "Issuer") issues equity after the Issue Date but on or before repayment of the Note in an arms-length equity financing (a "Qualified Financing"), then the Company may elect to convert some or all of the Remaining Balance into the equity issued in such Qualified Financing at a conversion price equal to the price per unit (or price per percent of ownership stake) paid by the investors in such Qualified Financing. Repayment or Conversion Upon Sale . If Valkyrie or any Subsidiary (as defined in the Note) consummates (i) a conso

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 27, 2025, the Company issued a press release announcing the Company's investment in Valkyrie in exchange for the Note. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Convertible Promissory Note issued by Valkyrie Sciences Holdings LLC to XTI Aerospace, Inc., dated October 21, 2025. 99.1 Press Release, dated October 27, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Exhibits, schedules and similar attachments have been omitted pursuant to Item 601 of Regulation S-K and the registrant undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC. 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: October 27, 2025 By: /s/ Brooke Turk Name: Brooke Turk Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR