XTI Aerospace SEC Filings

XTI Aerospace, Inc. (Nasdaq: XTIA) has filed a Rule 424(b)(4) prospectus for a firm-commitment public offering that combines equity and warrant units. The transaction comprises 6,231,200 shares of common stock and 9,143,000 five-year common warrants (exercise price $2.00) sold as units at $1.75 each. In lieu of common shares, certain investors may purchase 2,911,800 pre-funded warrants (exercise price $0.001) at $1.749 per unit, each paired with an identical common warrant. The shares and warrants are immediately separable but must be purchased together.

The offering is expected to generate gross proceeds of $15.997 million. After underwriting discounts of $1.120 million (ThinkEquity is sole book-runner), estimated proceeds to the company before other expenses total $14.877 million. XTI has granted the underwriter a 45-day option to buy up to 1,371,000 additional shares and/or pre-funded warrants and/or 1,371,000 common warrants to cover any over-allotments.

XTI’s common stock continues to trade on the Nasdaq Capital Market under the symbol XTIA; no public market is expected for either series of warrants, and the company will not seek a listing for them. The last reported XTIA share price on 24 June 2025 was $2.79.

Corporate context: XTI Aerospace is developing the TriFan 600, a seven-seat fixed-wing VTOL (“xVTOL”) aircraft targeting business aviation, EMS and regional charter markets. The company has not yet generated aircraft revenue and anticipates further capital needs to fund FAA certification and eventual production. Recent corporate actions include two reverse stock splits (1-for-100 on 12 Mar 2024 and 1-for-250 on 10 Jan 2025) to maintain Nasdaq compliance, and the March 2024 merger between Legacy Inpixon and Legacy XTI that created the current structure.

Key investor considerations:

• Approx. $14.9 million in new capital before expenses but at the cost of immediate dilution.
• Up to 9.14 million additional shares may be issued upon warrant exercise, plus 2.91 million from pre-funded warrants.
• Common warrant strike ($2.00) sits 28% below the last traded price, making future exercises likely if price remains above the strike.
• No trading venue for the warrants could affect liquidity for unit buyers.
• A 45-day over-allotment option could further increase share count.

The Securities and Exchange Commission has declared XTI Aerospace's Form S-1 registration statement effective as of June 24, 2025, at 5:00 P.M. This effectiveness notice pertains to File Number 333-287989.

The Form S-1 becoming effective marks a significant milestone for XTI Aerospace, as it indicates that the company can now proceed with its planned initial public offering (IPO). This registration statement has been reviewed and approved by the SEC, allowing the company to offer and sell securities to the public.

Investors should note that this effectiveness declaration represents the SEC's formal acknowledgment that XTI Aerospace has met the necessary disclosure requirements for public offering, though it does not constitute an endorsement of the securities being offered.

XTI Aerospace has filed a Free Writing Prospectus for a proposed $16 million public offering on Nasdaq (XTIA), with ThinkEquity as sole book-runner. The company is developing the TriFan 600, a revolutionary regional vertical takeoff and landing (VTOL) aircraft that combines helicopter versatility with airplane speed and range.

Key highlights:

• Market Position: Operating in the regional xVTOL sector with limited competition (less than 5 competitors) versus 100+ in urban eVTOL
• Pre-Orders: Secured 140 conditional purchase orders and 154 non-binding reservations/options, potentially worth over $3 billion
• Performance Specs: TriFan 600 targets 311 mph speed, 1,000+ mile range, 7-passenger capacity, 25,000 ft cruising altitude
• Development Status: Type certification application filed with FAA; completed prototyping lab launch and key engineering milestones
• Target Markets: Executive transport, regional charter, medical services, and military applications

Proceeds will fund working capital and TriFan 600 development. The company faces risks including no production history, regulatory approvals, and potential cancellation of pre-orders.

XTI Aerospace has filed an amended S-1 registration statement for a firm commitment IPO offering up to 4,558,404 shares of common stock and warrants. The offering includes:

• Common stock at assumed price of $3.51 per share (based on NASDAQ price as of June 18, 2025)
• Common Warrants with 5-year term at 125% of offering price
• Pre-funded Warrants available for investors who would exceed 4.99%/9.99% ownership
• 45-day over-allotment option for underwriters to purchase up to 683,760 additional securities

The company, trading under symbol XTIA, is developing the TriFan 600 aircraft that combines business jet and helicopter capabilities. XTI Aerospace was formed through a March 2024 merger between Legacy Inpixon and XTI Aircraft Company. The company qualifies as a non-accelerated filer and smaller reporting company. ThinkEquity is serving as the underwriter for this offering.