XTI Aerospace SEC Filings

XTI Aerospace filed an amended report to add unaudited pro forma financial information showing the impact of selling its Inpixon Business and acquiring Drone Nerds. The company bought Drone Nerds for $40.0 million, using $20.0 million in cash, $10.3 million of promissory notes and $9.7 million of equity.

The pro formas remove Inpixon’s revenues and costs and combine XTI with Drone Nerds for 2024 and the nine months ended September 30, 2025. For 2024, pro forma combined revenues are $111.2 million with a net loss attributable to common stockholders of $34.3 million. For the nine months ended September 30, 2025, pro forma combined revenues are $79.8 million with a net loss attributable to common stockholders of $31.7 million.

The filing also reflects a $2.0 million convertible note investment in Valkyrie Sciences Holdings LLC and post‑acquisition financing, including a $25.0 million Series 10 Preferred equity raise that converted into 1,721,980 common shares and pre‑funded warrants for 15,307,735 shares, producing about $22.7 million in net proceeds.

XTI Aerospace, Inc. filed a current report to note that it is presenting an Investor Town Hall Webinar at 4:30 p.m. Eastern Time on February 5, 2026. During this event, the company is using a slide deck referred to as an Investor Presentation.

A replay of the webinar will be available for 30 days on the company’s website under the “IR News & Events” section of the Investors page. The slide deck is furnished as Exhibit 99.1 to this report and is not treated as filed for liability purposes under the Exchange Act.

XTI Aerospace, Inc. completed the disposition of its Inpixon Business, selling all shares of Inpixon GmbH to EVO 467. GmbH for a deferred purchase price of EUR 4,640,000 (approximately $5,475,000) bearing 5% annual interest until the fourth anniversary of closing. The structure includes an Unwind Option allowing XTI, during a specified 15‑month window, to reclaim all Inpixon shares without additional consideration, in which case any unpaid purchase price is forgiven; if the option expires unexercised, unpaid amounts are also forgiven. Immediately before signing, XTI eliminated a shareholder loan to Inpixon with principal of EUR 13,193,326.47 through a mix of capital contribution and waiver. XTI also agreed transition services, non‑compete covenants and receivables collection mechanics.

In connection with the planned disposition, Soumya Das resigned as director and division CEO under a separation agreement providing cash payments including one year of base salary of $312,000 and one year of target bonus of $300,000, plus option vesting and COBRA costs. Effective February 1, 2026, the board appointed Jonathan G. Ornstein as an independent Class I director and committee member, with cash retainers, reimbursed expenses and annual equity grants under the company’s incentive plan.

XTI Aerospace, Inc. has registered up to 18,031,466 shares of common stock for resale by existing stockholders. The shares include 1,721,980 shares issued on the automatic conversion of Series 10 Preferred Stock, 15,307,735 shares issuable upon exercise of a pre-funded warrant, 837,801 shares issuable upon exercise of placement agent warrants, 153,955 shares issued as advisory and consulting compensation, and 9,995 shares issued under the XTI Merger Agreement.

The company is not selling any shares in this offering and will not receive proceeds from stockholder sales, though it will cover registration costs. Selling stockholders may dispose of shares over time through various methods, including ordinary brokerage transactions, block trades and other transactions described in the plan of distribution. XTI Aerospace’s common stock trades on Nasdaq under the symbol “XTIA”.

XTI Aerospace, Inc. filed a shelf registration statement covering the resale of up to 18,031,466 shares of common stock by existing stockholders. The shares include stock issued or issuable from a $25 million November 2025 PIPE financing (converted Series 10 preferred stock and a large pre-funded warrant), placement agent warrants, advisory stock compensation, and stock issued under the XTI merger agreement. XTI Aerospace is not selling any shares in this offering and will not receive proceeds from any resale; all sale proceeds will go to the selling stockholders. The company develops VTOL aircraft, provides industrial IoT location solutions, and, through Drone Nerds and Anzu Robotics, offers drone distribution and related technologies, while noting significant risks including potential stock price pressure from these resales and ongoing Nasdaq listing compliance challenges.

XTI Aerospace, Inc. filed a current report to share updated financial details related to its previously completed acquisitions of Drone Nerds, LLC and Anzu Robotics, LLC. The filing provides unaudited condensed consolidated financial statements of Drone Nerds, Inc. as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024.

The report also includes unaudited pro forma condensed combined financial information for XTI Aerospace as of and for the nine months ended September 30, 2025, giving effect to the acquisitions. This updated financial information is intended to be available for incorporation into any registration statements or amendments the company may file.

XTI Aerospace, Inc. reported that Chief Strategy Officer Arthur Tobin received a grant of stock options on 01/05/2026. The grant covers 1,512,200 stock options, each representing the right to buy one share of common stock at an exercise price of $1.58 per share. The options were granted under the company’s Amended and Restated 2018 Employee Stock Incentive Plan.

One-third of the options vested immediately on the grant date, and the remaining two-thirds will vest in equal quarterly installments over a two-year period, subject to continued service. All unexercised options are scheduled to expire on 01/05/2036. Following this grant, Tobin beneficially owns 1,512,200 derivative securities directly.

XTI Aerospace, Inc. reported that its Series 10 Convertible Preferred Stock, previously sold to Unusual Machines, Inc. for $25,000,000, automatically converted after shareholder approval into 1,721,980 shares of common stock and a pre-funded warrant for 15,307,735 additional shares. The warrant is immediately exercisable at $0.0001 per share, with the price treated as prepaid, and includes a beneficial ownership cap of 4.99% or, at the holder’s election, 9.99%. As of January 5, 2026, common shares outstanding were 34,508,796.

The company also entered a new employment agreement with Chief Strategy Officer Tobin Arthur, providing a $600,000 annual base salary, potential quarterly bonuses up to 100% of salary, and a $250,000 continuation bonus. On January 5, 2026, he received options for 1,512,200 shares at an exercise price of $1.58 per share, with one-third vesting immediately and the rest vesting quarterly over two years, alongside substantial severance and change-in-control protections.