XTI Aerospace Files Additional Proxy Materials

TL;DR

XTI Aerospace dropped more proxy docs, no fee needed.

AI Summary

XTI Aerospace, Inc. filed definitive additional materials on December 20, 2024, related to its proxy statement. The filing concerns matters for which a definitive proxy statement has already been filed, indicating it's supplementary information for shareholders. No fee was required for this filing.

Why It Matters

This filing provides supplementary information to shareholders regarding matters previously detailed in the proxy statement, ensuring they have the most complete information for voting decisions.

Risk Assessment

Risk Level: low — This filing is administrative and provides additional materials for a previously filed proxy statement, posing no new direct financial risk.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Registrant
• 0001213900-24-111227 (filing_id) — Accession Number
• 20241220 (date) — Filing Date

FAQ

Key Financial Figures

• $20,000,000 — otential issuances of Common Stock from $20,000,000 to $50,000,000, and to increase the max
• $50,000,000 — ces of Common Stock from $20,000,000 to $50,000,000, and to increase the maximum number of

Filing Documents

• ea0225550-defa14a_xtiaeros.htm (DEFA14A) — 32KB
• 0001213900-24-111227.txt ( ) — 33KB

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 XTI AEROSPACE, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 XTI AEROSPACE, INC. SUPPLEMENT TO THE PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS To be Held on December 27, 2024 The date of this Supplement is December 20, 2024 This supplement (the “Supplement”) amends and supplements the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by XTI Aerospace, Inc. (“we,” “us,” “XTI Aerospace” or the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2024, in connection with the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 27, 2024 at 10:00 a.m., Pacific Time. As provided in the Proxy Statement, the Company is seeking stockholder approval of, among other things, potential issuances of shares of Common Stock pursuant to one or more potential non-public transactions in accordance with Nasdaq Listing Rule 5635(d) (the “Potential Financing Issuances Proposal”). The purpose of this Supplement is to revise the Potential Financing Issuances Proposal. After careful consideration, our Board of Directors has determined to revise the Potential Financing Issuances Proposal to increase the aggregate offering amount of such potential issuances of Common Stock from $20,000,000 to $50,000,000, and to increase the maximum number of shares of Common Stock that may be issued following the implementation of a reverse stock split, irrespective of the reverse split ratio implemented, from 40,000,000 to 100,000,000 shares. Our Board of Directors has also determined it to be advisable to change the Minimum Price at which our Common Stock may be issued in such non-public transactions, as set forth below. The definition of Minimum Price in “Proposal Five — The Potential Financing Issuances Proposal” on page 55 of the Proxy Statement is amended and restated to read as follows (corrections and clarifications are marked, with new text underlined and deleted text stricken through): “30% below the lower of: (i) the closing price of our Common Stock (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement issuance of Common Stock (including issuances upon conversion, exercise or exchange) ; or (ii) the average closing price of our Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement issuance of Common Stock (including issuances upon conversion, exercise or exchange) (such price the “Minimum Price”)” The amended and restated Potential Financing Issuances Proposal is set forth below. Capitalized terms not defined in this Supplement have the terms set forth in the Proxy Statement. Other than as set forth herein, no changes have been made to the Proxy Statement and it continues to be in full force and effect as originally filed with the SEC and the Company continues to seek the vote of Company stockholders on each of the proposals to be voted on at the Annual Meeting as recommended by the Company’s Board of Directors in the original filing. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as amended and supplemented by this Supplement. This Supplement should be read in conjunction with the Proxy Statement and the other proxy materials previously made available to our stockholders of record as of the November 19, 2024 record date for the Annual Meeting. If you have already returned your proxy card or voted over the Internet or by telephone, you do not need to vote again unless you wish to change your vote. Your vote will be tabulated as you instructed. If you have not yet voted, please do so as soon as possible by following the instructions set forth in the Proxy Statement. If you have already returned your proxy card or already voted over the Internet or by telephone and wish to change your vote in view of the supplemental information con

View Full Filing

View this DEFA14A filing on SEC EDGAR