XTIA XTI Aerospace Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 12, 2025

 

XTI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-36404		88-0434915
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

8123 InterPort Blvd., Suite C Englewood, CO		80112
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (800) 680-7412

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		XTIA		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On February 13, 2025, XTI Aerospace, Inc. (the “Company”) and Streeterville Capital, LLC (the “Note Holder”), the holder of that certain outstanding secured promissory note issued on May 1, 2024 (the “Original Note”), entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company and the Note Holder agreed to (i) partition a new secured promissory note in the form of the Original Note (the “Partitioned Note”) in the original principal amount of $250,000.00 (the “Exchange Amount”) and then cause the outstanding balance of the Original Note to be reduced by the Exchange Amount; and (ii) exchange the Partitioned Note for the delivery of 59,382 shares of the Company’s common stock (the “Exchange Shares”) at an effective price per Exchange Share equal to $4.21, which is the Minimum Price as defined in Nasdaq Listing Rule 5635(d) (the “Exchange”).

 

The offer and sale of the Exchange Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Shares are being issued in exchange for the Partitioned Note which is another outstanding security of the Company; (b) there is no additional consideration of value being delivered by the Note Holder in connection with the Exchange; and (c) there are no commissions or other remuneration being paid by the Company in connection with the Exchange.

 

As of February 13, 2025, the Company has 3,535,294 shares of common stock outstanding, which includes the Exchange Shares that will be issued in the Exchange.

 

Item 8.01 Other Events.

 

Series 9 Preferred Stock Holder’s Consent

 

On February 12, 2025, the Company obtained a written consent (the “February 2025 Consent”) from 3AM Investments LLC (an entity controlled by Nadir Ali, the Company’s former Chief Executive Officer and a former director of the Company) (“3AM”), which is the Required Holder (as defined below) of the Company’s Series 9 Preferred Stock, in connection with the Company’s “at the market” offering program pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and Maxim Group LLC, as amended from time to time (the “ATM”).

 

Pursuant to the February 2025 Consent, 3AM authorized the Company to raise up to an additional $10 million of common stock under the ATM in consideration for the Company’s agreement to pay 20% of the gross proceeds (the “Payment Amount”) of any sale by the Company of any debt or equity securities of the Company, including but not limited to sales of common stock under the ATM (each, a “Financing”), (a) first, to those certain employees and other service providers, including Nadir Ali, Wendy Loundermon (the Company’s former Chief Financial Officer and a former director of the Company) and Soumya Das (the Company’s Chief Executive Officer of its Real Time Location System Division and a current director of the Company), entitled to bonuses payable pursuant to that certain Transaction Bonus Plan, adopted on July 24, 2023, as amended from time to time (“Bonus Plan Payments”); and (b) second, to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of the Payment Amount shall be applied to the redemption of outstanding shares of the Series 9 Preferred Stock. Payments will be due on (i) with respect to ATM sales, every Monday for the prior week’s ATM sales, and (ii) with respect to any other Financing, five business days following the closing of such Financing.

 

The term “Required Holders” is defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock as the holders of at least a majority of the outstanding Series 9 Preferred Stock; provided that, pursuant to that certain securities purchase agreement dated as of March 12, 2024, by and between the Company and 3AM, 3AM will be deemed a “Required Holder” as long as 3AM holds any shares of Series 9 Preferred Stock. As of February 12, 2025, 3AM was the only holder of outstanding Series 9 Preferred Stock.

 

Updated Unaudited Selected Financial Data

 

As previously disclosed, the Company effected a 1-for-250 reverse stock split of its outstanding common stock, effective as of 12:01 a.m., Eastern Time, on January 10, 2025 (the “Reverse Stock Split”).

 

This Current Report on Form 8-K provides certain updated selected financial data of the Company for the years ended December 31, 2023 and 2022, the three months ended March 31, 2024 and March 31, 2023, the three and six months ended June 30, 2024 and June 30, 2023 and the three and nine months ended September 30, 2024 and September 30, 2023, as adjusted for the Reverse Stock Split (the “Updated Selected Financial Data”). The Updated Selected Financial Data updates and supplements the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with Securities and Exchange Commission (the “SEC”) on April 16, 2024, the audited financial statements of XTI Aircraft Company for the years ended December 31, 2023 and 2022 included in the Company’s Current Report on Form 8-K/A filed with the SEC on May 28, 2024, the Company’s unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed with the SEC on May 20, 2024, the Company’s unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024, filed with the SEC on August 14, 2024, and the Company’s unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024, filed with the SEC on November 14, 2024. The Updated Selected Financial Data does not modify or update the disclosures in such reports, other than as indicated to reflect the Reverse Stock Split, and should be read in conjunction with such reports. The information attached hereto as Exhibit 99.1 is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Updated Unaudited Selected Financial Data
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: February 13, 2025	By:	/s/ Brooke Turk
	Name:	Brooke Turk
	Title:	Chief Financial Officer

 

Exhibit 99.1

 

UNAUDITED SELECTED FINANCIAL DATA

 

Reverse Stock Split

 

On January 10, 2025, XTI Aerospace, Inc. (“Company”) effected a 1-for-250 reverse stock split (“Reverse Stock Split”) of its outstanding common stock.

 

The Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023, the audited financial statements of XTI Aircraft Company included in the Company’s Current Report on Form 8-K/A filed with the SEC on May 28, 2024, and the Company’s unaudited condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the three month period ended March 31, 2024, three and six month period ended June 30, 2024, and three and nine month period ended September 30, 2024, are presented without giving effect to the Reverse Stock Split.

 

The following selected financial data has been derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024, the audited financial statements of XTI Aircraft Company included in the Company’s Current Report on Form 8-K/A filed with the SEC on May 28, 2024, and the Company’s unaudited condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the three month period ended March 31, 2024, filed with the SEC on May 20, 2024, the three and six month period ended June 30, 2024, filed with the SEC on August 14, 2024, and for the three and nine month period ended September 30, 2024, filed with the SEC on November 14, 2024, and adjusted to reflect the Reverse Stock Split. The Company’s historical results may not be indicative of the results that may be expected in the future.

 

AS REPORTED (in thousands, except share and per share amounts)

 

XTI Aerospace, Inc.:

 

		Years Ended
		December 31,
		2023				2022
Net loss attributable to common stockholders		$	(45,947	)		$	(79,570	)
Net loss per share, basic and diluted		$	(76.42	)		$	(3,412.09	)
Weighted average common shares outstanding, basic and diluted			601,211				23,320
Common shares outstanding at year end			1,942,984				35,709

 

XTI Aircraft Company:

 

		Years Ended
		December 31,
		2023				2022
Net loss		$	(25,066	)		$	(473	)
Net loss per share, basic and diluted		$	(0.56	)		$	(0.01	)
Weighted average common shares outstanding, basic and diluted			44,529,364				41,856,170
Common shares outstanding at year end			35,823,224				35,644,024

 

XTI Aerospace, Inc.:

 

		Three Months Ended
		March 31,
		2024				2023
Net loss attributable to common stockholders		$	(2,663	)		$	(1,565	)
Net loss per share, basic and diluted		$	(0.50	)		$	(0.41	)
Weighted average common shares outstanding, basic and diluted			5,366,823				3,790,106
Common shares outstanding at year end			9,919,411				3,197,771

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Net loss attributable to common stockholders		$	(15,420	)		$	(4,629	)		$	(18,083	)		$	(6,194	)
Net loss per share, basic and diluted		$	(1.05	)		$	(1.19	)		$	(1.80	)		$	(1.61	)
Weighted average common shares outstanding, basic and diluted			14,714,143				3,899,102				10,068,967				3,844,905
Common shares outstanding at year end			26,841,686				3,197,771				26,841,686				3,197,771

 

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Net loss attributable to common stockholders		$	(4,674	)		$	(2,703	)		$	(22,757	)		$	(8,897	)
Net loss per share, basic and diluted		$	(0.13	)		$	(0.66	)		$	(1.23	)		$	(2.26	)
Weighted average common shares outstanding, basic and diluted			34,986,105				4,116,700				18,439,744				3,931,075
Common shares outstanding at year end			38,008,995				3,197,771				38,008,995				3,197,771

 

AS ADJUSTED FOR 1-FOR-250 REVERSE STOCK SPLIT (unaudited, in thousands, except share and per share amounts):

 

XTI Aerospace, Inc.:

 

		Years Ended
		December 31,
		2023				2022
Net loss attributable to common stockholders		$	(45,947	)		$	(79,570	)
Net loss per share, basic and diluted		$	(19,105.00	)		$	(853,022.50	)
Weighted average common shares outstanding, basic and diluted			2,405				94
Common shares outstanding at year end			7,772				143

 

XTI Aircraft Company:

 

		Years Ended
		December 31,
		2023				2022
Net loss		$	(25,066	)		$	(473	)
Net loss per share, basic and diluted		$	(140.00	)		$	(2.50	)
Weighted average common shares outstanding, basic and diluted			178,118				167,425
Common shares outstanding at year end			143,293				142,577

 

XTI Aerospace, Inc.:

 

		Three Months Ended
		March 31,
		2024				2023
Net loss attributable to common stockholders		$	(2,663	)		$	(1,565	)
Net loss per share, basic and diluted		$	(125.00	)		$	(102.50	)
Weighted average common shares outstanding, basic and diluted			21,468				15,161
Common shares outstanding at year end			39,678				12,792

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Net loss attributable to common stockholders		$	(15,420	)		$	(4,629	)		$	(18,083	)		$	(6,194	)
Net loss per share, basic and diluted		$	(262.50	)		$	(297.50	)		$	(450.00	)		$	(402.50	)
Weighted average common shares outstanding, basic and diluted			58,857				15,597				40,276				15,380
Common shares outstanding at year end			107,367				12,792				107,367				12,792

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Net loss attributable to common stockholders		$	(4,674	)		$	(2,703	)		$	(22,757	)		$	(8,897	)
Net loss per share, basic and diluted		$	(32.50	)		$	(165.00	)		$	(307.50	)		$	(565.00	)
Weighted average common shares outstanding, basic and diluted			139,945				16,467				73,759				15,725
Common shares outstanding at year end			152,036				12,792				152,036				12,792

 

 

v3.25.0.1

Cover	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
Entity File Number	001-36404
Entity Registrant Name	XTI AEROSPACE, INC.
Entity Central Index Key	0001529113
Entity Tax Identification Number	88-0434915
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8123 InterPort Blvd.
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	800
Local Phone Number	680-7412
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	XTIA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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