XTI Aerospace Announces Proposed Public Offering

Rhea-AI Summary

XTI Aerospace (NASDAQ: XTIA), a pioneer in next-generation xVTOL and powered-lift aircraft solutions, has announced plans for a best-efforts public offering of common stock and warrants. The offering includes shares of common stock, pre-funded warrants, and additional warrants, with ThinkEquity serving as the sole placement agent.

The company plans to use the proceeds for working capital, general corporate purposes, and the development of the TriFan 600 airplane. XTI may also consider investing in or acquiring businesses or technologies. The offering will be conducted under a shelf registration statement on Form S-3 filed with the SEC on August 1, 2025, and declared effective on August 12, 2025.

Positive

• Potential to strengthen working capital position
• Funding for TriFan 600 airplane development
• Flexibility for potential business or technology acquisitions

Negative

• Potential dilution for existing shareholders
• Uncertainty regarding offering completion and final terms
• Best-efforts offering structure indicates less certainty of completion compared to firm commitment

Insights

Financial Markets Analyst

XTI Aerospace's public offering signals potential dilution but aims to fund TriFan 600 aircraft development, crucial for growth.

XTI Aerospace has announced a proposed best-efforts public offering of common stock, pre-funded warrants, and warrants. This capital-raising move comes as the company seeks to secure additional funding for its operations and product development pipeline, particularly for its flagship TriFan 600 aircraft program.

The offering structure deserves careful attention. Being a best-efforts offering rather than a firm commitment underwriting suggests the underwriter (ThinkEquity) isn't guaranteeing the full placement, indicating potential challenges in generating investor interest at desired price levels. This type of offering typically carries more execution risk than fully underwritten deals.

The company plans to use proceeds for working capital and general corporate purposes, specifically highlighting development of the TriFan 600 airplane - their next-generation xVTOL (hybrid vertical takeoff and landing) aircraft. While funding development is positive for advancing their technology, the lack of specificity about exactly how much capital is needed or expected to be raised creates uncertainty.

For existing shareholders, this offering presents a significant consideration: potential dilution. New shares and warrants would reduce current investors' ownership percentage and possibly pressure the stock price. The inclusion of warrants, which provide rights to purchase additional shares in the future, suggests a multi-stage dilution scenario that could continue beyond the immediate offering.

The timing aligns with their recent S-3 shelf registration filing on August 1, 2025, which was declared effective on August 12, 2025, indicating this capital raise has been planned for several weeks. Aerospace development requires substantial capital, and this offering appears to be part of XTI's funding strategy for continuing their innovative aircraft programs.

ENGLEWOOD, Colo., Sept. 11, 2025 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA), ("XTI" or the "Company"), a pioneer in next-generation xVTOL and powered-lift aircraft solutions, today announced that it intends to offer to sell shares of its common stock (and/or pre-funded warrants ("Pre-Funded Warrants") in lieu thereof) and warrants in a best-efforts public offering. All of the shares of common stock (and/or Pre-Funded Warrants) and warrants are being offered by the Company. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, including the development of the TriFan 600 airplane. The Company may also use a portion of the net proceeds to invest in or acquire businesses or technologies, although the Company has no current commitments or obligations to do so.

ThinkEquity is acting as the sole placement agent for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-289194), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 1, 2025 and declared effective on August 12, 2025. The offering will be made only by means of a written prospectus. A preliminary prospectus supplement and accompanying base prospectus describing the terms of the offering has been or will be filed with the SEC on its website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may also be obtained from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying base prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About XTI Aerospace, Inc.
XTI Aerospace (XTIAerospace.com) (Nasdaq: XTIA) is the parent company of XTI Aircraft Company, an aviation business based near Denver, Colorado, currently developing the TriFan 600, a fixed-wing business aircraft designed to have the vertical takeoff and landing (VTOL) capability of a helicopter, maximum cruising speeds of over 300 mph and a range up to 1,000 miles, creating an entirely new category – the xVTOL. Additionally, the Inpixon (inpixon.com) business unit of XTI Aerospace is a leader in real-time location systems (RTLS) technology with customers around the world who use the Company's location intelligence solutions in factories and other industrial facilities to help optimize operations, increase productivity, and enhance safety. For more information about XTI, please visit XTIAerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube.

Forward Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this press release, including without limitation, statements regarding the completion, timing and size of the offering and its anticipated use of net proceeds from the offering are forward-looking statements.

Some of these forward-looking statements can be identified by the use of forward-looking words, including "believe," "continue," "could," "would," "will," "estimate," "expect," "intend," "plan," "target," "projects," or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by XTI and its management, are inherently uncertain, and many factors may cause the actual results to differ materially from current expectations. XTI undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that might subsequently arise. Readers are urged to carefully review and consider the risk factors discussed from time to time in XTI's filings with the SEC, including those factors discussed under the caption "Risk Factors" in its most recent annual report on Form 10-K, filed with the SEC on April 15, 2025, and in subsequent reports filed with or furnished to the SEC.

Contacts:
General inquiries:
Email: contact@xtiaerospace.com
Web: https://xtiaerospace.com/contact

View original content to download multimedia:https://www.prnewswire.com/news-releases/xti-aerospace-announces-proposed-public-offering-302554422.html

SOURCE XTI Aerospace, Inc.

FAQ

What is the purpose of XTI Aerospace's (XTIA) public offering in September 2025?

The offering aims to raise funds for working capital, general corporate purposes, and the development of the TriFan 600 airplane. The company may also use proceeds for potential business or technology acquisitions.

How will XTI Aerospace's public offering be structured?

The offering will be structured as a best-efforts public offering of common stock, pre-funded warrants, and additional warrants, with ThinkEquity acting as the sole placement agent.

When was XTI Aerospace's shelf registration statement declared effective?

XTI Aerospace's shelf registration statement on Form S-3 was filed on August 1, 2025 and declared effective by the SEC on August 12, 2025.

What is the expected size of XTI Aerospace's public offering?

The exact size and terms of the offering have not been disclosed and are subject to market conditions, with no assurance of completion timing or final terms.

How can investors participate in XTI Aerospace's public offering?

Investors can access the offering details through the preliminary prospectus supplement available on the SEC website or from ThinkEquity's offices in New York.