XTI Aerospace Reaches Agreement to Restructure $4.5 Million of Promissory Notes

The seller notes went into default on October 11, 2026; the proposed restructuring still requires executed documentation.

Rhea-AI Summary

XTI Aerospace (XTIA) reached a non-binding agreement to restructure approximately $4.5 million in outstanding principal and capitalized interest on seller notes. Issued for the Drone Nerds and Anzu Robotics acquisitions, the notes went into default on October 11, 2026.

The proposed terms include 8.5% annual interest, effective June 30, 2026, and monthly amortization over 60 months, with all remaining principal and accrued interest payable on September 30, 2028. XTI expects the restructuring to extend maturity and provide financial flexibility. Final documentation remains to be drafted and executed. Separately, XTI continues discussions with JPMorgan Chase Bank regarding its revolving credit facility and expressed optimism about the outcome.

2 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.XTI expects the proposed restructuring to extend maturity and provide financial flexibility.
• Minor point. Forward-looking: it has not happened yet and may not happen.Payment-in-kind option would let XTI elect during the first 12 months to pay interest in kind until repayment.

Negative

• Major pointApproximately $4.5 million in outstanding seller-note principal and capitalized interest went into default on October 11, 2026. 11% of market cap
• Moderate pointNon-binding agreement requires final documentation to be drafted and executed by the parties.
• Minor point. Forward-looking: it has not happened yet and may not happen.8.5% annual interest would apply effective June 30, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.Monthly amortization over 60 months would be subject to a September 30, 2028 balloon payment of all remaining principal and accrued interest.

News Explained

XTI Aerospace may elect, during the first 12 months the seller notes are outstanding, to pay interest in kind; if elected, that option can continue until the notes are paid in full.

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-2.64% vs previous close $1.06 last price 3.3x rel. volume Open Argus

Details

Market Reaction – XTIA

$1.04 – $1.14 Day Range

$40.83M Mkt Cap at Last Price

On Oct 29, the day this news came out, the latest delayed price for XTIA is 2.64% below the previous close. The latest delayed price is $1.06. Relative volume is very high at 3.3x the average.

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Key Figures

Seller notes outstanding: Approximately $4.5 million Interest rate: 8.5% per annum Amortization period: 60 months +3 more

Seller notes outstanding

Approximately $4.5 million

Aggregate principal and capitalized interest remaining outstanding

Interest rate

8.5% per annum

Under the non-binding term sheet; effective June 30, 2026

Amortization period

60 months

Monthly amortization under the non-binding term sheet

Balloon payment date

September 30, 2028

All principal and accrued interest payable

PIK election period

First 12 months

Company may elect to pay interest in kind while notes are outstanding

Default date

October 11, 2026

Seller Notes went into default

Key Terms

promissory notes, capitalized interest, term sheet, balloon payment, +1 more

5 terms

promissory notes financial

"terms of certain promissory notes issued on November 10, 2025"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

capitalized interest financial

"aggregate principal and capitalized interest remain outstanding"

Capitalized interest is the interest that is added to the total amount of a loan or project cost instead of being paid immediately. This means the interest becomes part of the principal, growing over time, much like compounding interest in a savings account. For investors, it matters because it affects the total amount owed and the future value of the investment or project.

term sheet financial

"Under the non-binding term sheet"

A term sheet is a short, non-binding summary of the main points agreed between parties before a formal investment, loan, or acquisition is completed. Think of it as a blueprint that lists price, ownership split, key rights and conditions, and timelines so everyone knows the deal’s structure before lawyers draft final contracts. Investors care because it signals the likely economic terms, risks, and protections they will get and can make or break whether a transaction proceeds.

balloon payment financial

"a balloon payment of all principal and accrued interest"

A balloon payment is a large, single lump-sum due at the end of a loan after a schedule of smaller regular payments; think of it as making modest monthly payments like rent but owing one big bill at the finish. For investors, it matters because the borrower's ability to make or refinance that final payment affects credit risk, cash flow timing and the value of debt or equity tied to that borrower—unexpected shortfalls can cause losses or force restructuring.

interest in kind financial

"elect to pay interest in kind ("PIK")"

Interest in kind, often called payment‑in‑kind (PIK) interest, is interest that a borrower pays not in cash but by increasing the lender’s claim — for example by issuing additional debt, adding the unpaid interest to the loan’s principal balance, or delivering securities or other noncash assets. It accrues like regular interest but is capitalized (compounded) into the outstanding obligation or converted into instruments the lender holds, so cash payments are deferred while the borrower’s reported debt or the lender’s holdings grow.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FORT LAUDERDALE, Fla., Oct. 29, 2026 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA) ("XTI Aerospace," "XTI," or the "Company"), an aerospace and advanced technology platform and parent company of Drone Nerds, LLC, ("Drone Nerds"), a leading drone solutions platform serving commercial, enterprise and government customers, today announced that it has reached a non-binding agreement to restructure and amend the terms of certain promissory notes issued on November 10, 2025 in connection with the acquisitions of Drone Nerds, LLC and Anzu Robotics, LLC (the "Seller Notes").  

The Seller Notes, of which approximately $4.5 million in aggregate principal and capitalized interest remain outstanding, went into default on October 11, 2026. The restructured Seller Notes are expected to extend the maturity date and provide additional financial flexibility as the Company continues to execute on its restructuring strategy. 

Under the non-binding term sheet, the Seller Notes will bear interest at a rate of 8.5% per annum, effective as of June 30, 2026, amortizing monthly over 60 months. Notwithstanding the foregoing, a balloon payment of all principal and accrued interest shall be payable on September 30, 2028.  At any time during the first 12 months that the Seller Notes are outstanding, XTI shall have the option to elect to pay interest in kind ("PIK") until the Notes are paid in full.   

In addition to the non-binding agreement to restructure and amend the terms of the Seller Notes, the Company continues to have constructive conversations regarding its revolving credit facility with JPMorgan Chase Bank, N.A., and is optimistic regarding the outcome of these discussions.   

Additional details and provisions of the refinanced Seller Notes will be forthcoming once the documentation summarized in the Term Sheet is fully drafted and executed by the respective parties.  

About XTI Aerospace, Inc. 

XTI Aerospace, Inc. ("XTI") (Nasdaq: XTIA) is focused on building a leading platform for commercial and government drone adoption in the growing unmanned aircraft systems ("UAS") industry. Through its subsidiary, Drone Nerds, LLC, XTI supports enterprise and government customers in sectors including public safety, agriculture, construction, and energy across the drone program lifecycle, from hardware sourcing and deployment to training, service, repair, and the proprietary Always Flying™ program. Its established U.S. customer base and reputation as a trusted solutions provider position the company as a go-to-market partner for drone manufacturers and software developers seeking to scale in the domestic market.  

For more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube. 

Cautionary Statement Regarding 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements. 

Forward-looking statements may be identified by words such as "believe," "continue," "could," "would," "will," "expect," "intend," "plan," "target," "estimate," "project," or similar expressions. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, the Company's ability to finalize and execute documentation to reflect the terms of the Term Sheet with the Seller Note holders, the ability to successfully negotiate and amend its asset-based credit facility with its lenders, the risk that its lender declines to make further advances or accelerates outstanding borrowings, substantial doubt about the Company's ability to continue as a going concern, the Company's ability to maintain the listing of its common stock on Nasdaq, the impact of Section 232 tariffs and other trade measures; pending regulatory inquiries and proceedings relating to the Company and its subsidiaries; potential conflicts of interest arising from its Interim Chief Executive Officer's economic interest in the holders of its acquisition-related notes, market adoption, regulatory requirements, supply chain conditions, technological development, integration of the acquired businesses, the Company's liquidity and ability to access additional capital on acceptable terms or at all, the Company's negative stockholders' equity and the sufficiency of its capital resources, and changes in applicable laws or regulations, customer demand variability and seasonal purchasing patterns, the Company's ability to achieve projected gross margins and operating cost reductions, working capital timing and inventory management, the outcome of pending legal proceedings involving the Company and its subsidiaries, the Company's ability to maintain relationships with key suppliers, restrictions and covenants under the Company's ABL credit facility, risks related to the wind-down of the Company's ADS division and the development of its ATM division, which has not generated revenues, and the potential for significant non-cash charges related to changes in the fair value of warrant liabilities as well as the other risks and uncertainties described in the Company's filings with the SEC. The Company's financial outlook and other projections in this press release are based on management's current expectations and assumptions and are particularly subject to these risks. XTI undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law. Readers are encouraged to review the risk factors described in XTI's filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. 

Contacts: 

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

Investor Relations: 
IR@xtiaerospace.com 

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SOURCE XTI Aerospace, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt is XTI Aerospace proposing to restructure?

XTI proposes to restructure seller notes with approximately $4.5 million in outstanding principal and capitalized interest. The notes were issued on November 10, 2025, in connection with the Drone Nerds and Anzu Robotics acquisitions and went into default on October 11, 2026.

What are the proposed terms of XTI Aerospace's seller-note restructuring?

The non-binding terms provide for 8.5% annual interest effective June 30, 2026, and monthly amortization over 60 months, with all remaining principal and accrued interest due September 30, 2028. Final documentation remains to be drafted and executed.

How would XTI Aerospace's payment-in-kind interest option work?

XTI would have the option during the first 12 months that the restructured notes are outstanding to elect payment-in-kind interest—interest paid through additional debt rather than cash—until the notes are paid in full.