XTI Aerospace Sets Virtual 2025 Annual Meeting Amid Post-Merger Changes

TL;DR

**XTIA's virtual annual meeting is a critical vote on post-merger leadership and financial oversight after two massive reverse stock splits, signaling a pivotal moment for the stock's future trajectory.**

AI Summary

XTI Aerospace, Inc. (XTIA) is holding its 2025 Annual Meeting on November 14, 2025, as a virtual event. Key agenda items include the election of two Class II directors, Kareem Irfan and Clinton J. Weber, for three-year terms expiring in 2028. Stockholders will also vote on the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, a proposal for adjournment to solicit further proxies will be considered. The company underwent significant corporate changes, including a merger with XTI Aircraft Company on March 12, 2024, and subsequently changed its name from Inpixon to XTI Aerospace, Inc. Two reverse stock splits were also effected: a 1-for-100 split on March 12, 2024, and a 1-for-250 split on January 10, 2025. As of the September 17, 2025 Record Date, there were 30,828,316 shares of Common Stock outstanding, with directors, director nominees, and executive officers beneficially owning approximately 7.4% of these shares.

Why It Matters

This DEF 14A filing is crucial for XTIA investors as it outlines the governance structure post-merger and significant reverse stock splits, which can impact share value and ownership percentages. The election of directors Kareem Irfan and Clinton J. Weber will shape the company's strategic direction for the next three years, influencing future business decisions and risk management. Ratifying CBIZ CPAs P.C. ensures continued financial oversight and transparency, which is vital for investor confidence. For employees and customers, stable governance and clear financial reporting signal a more predictable operational environment, especially after the transformative XTI Merger and name change from Inpixon, positioning XTIA in the competitive aerospace and drone market.

Risk Assessment

Risk Level: medium — The company has undergone two significant reverse stock splits (1-for-100 on March 12, 2024, and 1-for-250 on January 10, 2025) and a merger with XTI Aircraft Company on March 12, 2024, indicating substantial corporate restructuring and potential volatility. While the filing is routine for an annual meeting, these recent, drastic changes introduce inherent integration and market perception risks.

Analyst Insight

Investors should carefully review the backgrounds of director nominees Kareem Irfan and Clinton J. Weber to understand their qualifications for guiding the post-merger entity. Given the recent reverse stock splits and merger, investors should also scrutinize the company's latest financial statements (Form 10-K for December 31, 2024) to assess the impact of these changes on valuation and future growth prospects.

Key Numbers

• November 14, 2025 — Date of Annual Meeting (Scheduled date for the virtual 2025 Annual Meeting of Stockholders)
• September 17, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 30,828,316 — Shares of Common Stock outstanding (Total shares outstanding as of the Record Date)
• 7.4% — Beneficial ownership by directors and executive officers (Percentage of outstanding Common Stock owned by insiders as of September 17, 2025)
• 1-for-100 — Reverse stock split ratio (Ratio of reverse stock split effective March 12, 2024)
• 1-for-250 — Reverse stock split ratio (Ratio of reverse stock split effective January 10, 2025)
• March 12, 2024 — Date of XTI Merger completion (Date when XTI Aircraft Company merged into XTI Aerospace, Inc.)
• December 31, 2025 — Fiscal year end (Fiscal year for which CBIZ CPAs P.C. is appointed as auditor)

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant and post-merger entity
• XTI Aircraft Company (company) — Company merged into XTI Aerospace, Inc.
• Inpixon (company) — Former name of XTI Aerospace, Inc.
• Kareem Irfan (person) — Class II director nominee
• Clinton J. Weber (person) — Class II director nominee
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm for fiscal year 2025
• Scott Pomeroy (person) — Chief Executive Officer and Management Proxyholder
• David Brody (person) — Secretary
• Brooke Turk (person) — Chief Financial Officer and Management Proxyholder
• Securities and Exchange Commission (regulator) — Regulatory body for filing

FAQ

Industry Context

XTI Aerospace operates in the aerospace and defense sector, which is characterized by long development cycles, significant capital requirements, and stringent regulatory oversight. The industry is influenced by global economic conditions, geopolitical events, and technological advancements in areas like electric vertical takeoff and landing (eVTOL) aircraft, which XTI is pursuing. Competition includes established aerospace manufacturers and emerging players in advanced air mobility.

Regulatory Implications

As an aerospace company, XTI Aerospace is subject to extensive regulations from bodies like the FAA (Federal Aviation Administration) concerning aircraft design, manufacturing, and operation. Compliance with these regulations is critical for product certification and market access. Changes in aviation policy or safety standards could impact development timelines and costs.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Auditor Appointment
3. Consider Adjournment Proposal
4. Review Corporate Changes

Key Dates

• 2025-11-14: 2025 Annual Meeting of Stockholders — Key date for voting on director elections, auditor ratification, and potential adjournment proposals.
• 2025-09-17: Record Date — Determined the stockholders entitled to vote at the Annual Meeting.
• 2024-03-12: Merger with XTI Aircraft Company and name change to XTI Aerospace, Inc. — Significant corporate restructuring and rebranding event.
• 2024-03-12: 1-for-100 reverse stock split — Adjusted the number of outstanding shares in connection with the merger.
• 2025-01-10: 1-for-250 reverse stock split — Further adjusted the number of outstanding shares, significantly reducing the share count.
• 2024-12-31: Fiscal year end — The period for which the independent auditor, CBIZ CPAs P.C., is appointed.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including matters to be voted on, executive compensation, and corporate governance. (This document is the primary source of information for the annual meeting and related corporate actions.)

Proxy Statement

A document that provides information to shareholders about matters to be voted on at a shareholder meeting, including recommendations from the board of directors. (This document solicits proxies from stockholders for the upcoming annual meeting.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. For example, a 1-for-100 reverse split means every 100 old shares become 1 new share. (XTIA has undergone two significant reverse stock splits (1-for-100 and 1-for-250), drastically reducing its share count.)

Class II Directors

In a classified board structure, directors are divided into classes (e.g., Class I, Class II, Class III), with each class elected for staggered three-year terms. Class II directors are up for election in a particular year. (Two Class II directors are up for election at the 2025 Annual Meeting.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company it audits, responsible for expressing an opinion on the fairness of the company's financial statements. (The ratification of CBIZ CPAs P.C. as the auditor is a key agenda item.)

Beneficial Ownership

The actual owner of a security, even if the security is registered in another person's name. This includes shares held directly or indirectly through other entities or arrangements. (The filing details the percentage of shares beneficially owned by directors and executive officers (7.4%).)

Year-Over-Year Comparison

This filing reflects significant post-merger activity for XTI Aerospace, Inc. (formerly Inpixon). Key changes include the completion of the merger with XTI Aircraft Company on March 12, 2024, and subsequent name change. The company has also implemented two substantial reverse stock splits: a 1-for-100 split on March 12, 2024, and a 1-for-250 split on January 10, 2025, which drastically reduced the number of outstanding shares from previous periods. The focus of this DEF 14A is on the 2025 Annual Meeting agenda, including director elections and auditor ratification, rather than a year-over-year financial performance comparison typically found in an annual report.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"), at a ra

Filing Documents

• ea0260763-01.htm (DEF 14A) — 1316KB
• txti_logo.jpg (GRAPHIC) — 53KB
• tbarchart_001.jpg (GRAPHIC) — 319KB
• tbarchart_002.jpg (GRAPHIC) — 308KB
• tproxy_001.jpg (GRAPHIC) — 960KB
• tproxy_002.jpg (GRAPHIC) — 823KB
• 0001213900-25-098157.txt ( ) — 8619KB
• xtia-20251010.xsd (EX-101.SCH) — 12KB
• xtia-20251010_def.xml (EX-101.DEF) — 6KB
• xtia-20251010_lab.xml (EX-101.LAB) — 39KB
• xtia-20251010_pre.xml (EX-101.PRE) — 11KB
• ea0260763-01_htm.xml (XML) — 745KB

Executive Compensation

Executive Compensation 17

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 34 Certain Relationships and Related Party Transactions 36 Proposal Two — The Auditor Ratification Proposal 46 Report of the Audit Committee 48 Proposal Three — The Adjournment Proposal 49 Requirements for Advance Notification of Nominations and Stockholder Proposals 50 Other Matters 51 i Table of Contents EXPLANATORY NOTE On March 12, 2024, the Company (formerly known as Inpixon), Superfly Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and XTI Aircraft Company, a Delaware corporation ("Legacy XTI"), completed a merger transaction pursuant to that certain Agreement and Plan of Merger (the "XTI Merger Agreement"), dated as of July 24, 2023 and amended on December 30, 2023 and March 12, 2024, whereby Merger Sub merged with and into Legacy XTI with Legacy XTI surviving the merger as a wholly -owned subsidiary of the Company (the "XTI Merger"). In connection with the closing of the XTI Merger, we changed our corporate name to "XTI Aerospace, Inc." Except as otherwise indicated herein or as the context otherwise requires, references in this Proxy Statement to "XTI Aerospace," the "Company," "we," "us," "our" and similar terms refer collectively to XTI Aerospace, Inc. and our subsidiaries, Inpixon GmbH, Inpixon Holding UK Limited, IntraNav GmbH, XTI Drones, LLC and, prior to the closing of the XTI Merger, Merger Sub, and after the closing of the XTI Merger, Legacy XTI. The Company effected a reverse stock split of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1 -for-100 , effective as of March 12, 2024, in connection with the closing of the XTI Merger. The Company also effected a reverse stock split of its outstanding Common Stock at a ratio of 1 -for-250 , effective as of January 10, 2025. We have reflected the reverse stock splits herein, unless otherwise indicated. ii Table of Con

View Full Filing

View this DEF 14A filing on SEC EDGAR