Xti Aerospace, INC. DEFA14A Filing

FAQ

Key Financial Figures

• $0.001 — o;s outstanding common stock, par value $0.001 per share (the “Common Stock&rdqu
• $1,000 — ck”), at a subscription amount of $1,000 per share of Series 10 Preferred Stock
• $25,000,000 — for an aggregate subscription amount of $25,000,000 (the “Subscription Amount”)
• $1.492 — ly convertible at a conversion price of $1.492 per share (the “Conversion Price&
• $20 million — nterests consisted of (i) approximately $20 million in cash (including approximately $1.8 m
• $1.8 million — illion in cash (including approximately $1.8 million of transaction expenses incurred by the
• $11.9 million — ginal principal amount of approximately $11.9 million and (iii) an aggregate of 6,524,576 Cla
• $9.7 million — th a fair market value of approximately $9.7 million. The aggregate purchase price for each

Filing Documents

• ea0268018-defa14a_xtiaero.htm (DEFA14A) — 111KB
• image_001.jpg (GRAPHIC) — 13KB
• proxy_001.jpg (GRAPHIC) — 810KB
• proxy_002.jpg (GRAPHIC) — 278KB
• 0001213900-25-116942.txt ( ) — 1626KB

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. 1) 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) N/A (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. 8123 InterPort Blvd., Suite C Englewood, CO 80112 December 2, 2025 Dear Stockholder of XTI Aerospace, Inc.: We are writing to notify you of important information about the 2025 annual meeting of stockholders (the “Annual Meeting”) of XTI Aerospace, Inc. (the “Company”). We previously filed and mailed to our stockholders our definitive proxy statement and related proxy materials on October 10, 2025 (the “Proxy Statement”) for the Annual Meeting, which contained three proposals. The enclosed supplementary proxy material (the “Supplement”) is being sent to you to reflect the postponement of the Annual Meeting, which was originally scheduled for November 14, 2025, to December 30, 2025, and because we have determined to (i) withdraw the nomination of Kareem Irfan for election as a Class II director and (ii) add a new Proposal Three to the original Proxy Statement in order to approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(d), the potential issuance of securities in excess of 20% of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”), in connection with certain financing transactions (the “Nasdaq 20% Issuance Proposal”). Accordingly, we are furnishing to you, together with this letter, an amended notice of the Annual Meeting (the “Amended Notice”) and the Supplement to the previously furnished Proxy Statement, which reflect the revised agenda for the Annual Meeting and describe the new proposal to be voted on at the Annual Meeting, as well as a new proxy card for purposes of casting your vote on all of the proposals to be voted on at the Annual Meeting. The Annual Meeting will now be held on Tuesday, December 30, 2025, virtually, conducted via live audio webcast to enable our stockholders to participate from any location around the world. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/XTIA2025. The change in the Annual Meeting date to Tuesday, December 30, 2025 does not change the deadline for stockholder notice of a nomination or proposal for the Company’s 2025 annual meeting, which was September 27, 2025. Please read the Proxy Statement and the Supplement in their entirety as together they contain all of the information that is important to your decisions in voting at the Annual Meeting. When you have finished reading the Proxy Statement and Supplement, please promptly submit your proxy by completing the enclosed new proxy card in its entirety, signing, dating and returning it in the enclosed envelope (or following the instructions to vote by Internet, telephone or provided by your broker). We encourage you to submit your proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend. The enclosed new proxy card permits you to submit your vote on the proposals included in the Proxy Statement and the Supplement, and will replace any previously submitted proxy in connection with the Annual Meeting. If you are a stockholder of record and you previously submitted a proxy for the meeting that was scheduled to be held on November 14, 2025 prior to the postponement, that proxy will not be counted. In order for your vote to be counted, you must submit a new proxy to vote again using the voting instructions or proxy card enclosed with this Supplement. BY ORDER OF THE BOARD OF DIRECTORS /s/ Scott Pomeroy /s/ David Brody Scott Pomeroy David Brody Chief Executive Officer Secretary Englewood, Colorado December 2, 2025 AMENDED NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS To be Held on December 30, 2025 Dear Stockholders of XTI Aerospace, Inc.: THIS AMENDED NOTICE IS HEREBY GIVEN to notify you that the 2025 Annual Meeting of Stockholders of XTI Aerospace, Inc. (the “Company”) will be held on December 30, 2025 (the “Annual Meeting”) at 10:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual

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