XTI Aerospace SEC Filings

XTI Aerospace, Inc. reported that it has released a press release covering its financial results for the quarter ended September 30, 2025. The company also announced that it has filed its Quarterly Report on Form 10-Q for this same period, which provides more detailed financial and business information.

The press release, dated November 19, 2025, is furnished as an exhibit to this report and is not treated as formally filed under securities laws. This means the information is being made available to investors but is not subject to certain liability provisions unless specifically incorporated into other filings.

XTI Aerospace reported third-quarter 2025 revenue of $2.5 million, all from its Industrial IoT business, up from $0.9 million a year earlier. Despite this growth, the company posted a Q3 net loss of $13.4 million and a nine‑month 2025 net loss of $47.2 million, driven by heavy R&D and general and administrative spending as it develops its TriFan 600 VTOL aircraft and supports its IoT operations.

For the first nine months of 2025, operating cash outflow was $30.4 million. XTI raised approximately $62.8 million through equity offerings and warrant exercises, boosting cash and cash equivalents to $32.2 million as of September 30, 2025 and increasing working capital to about $1.1 million. The company recorded $4.1 million of goodwill impairment and $0.6 million of intangible asset impairment in its Industrial IoT segment, reflecting lower‑than‑expected performance, but management believes current liquidity and cost controls can address going concern risks for at least one year.

XTI Aerospace (XTIA) announced it has postponed its 2025 Annual Meeting of Stockholders. The meeting, originally planned for November 14, 2025, is now scheduled for December 30, 2025.

The company disclosed the change via an 8-K and attached a press release as Exhibit 99.1. XTIA’s common stock trades on the Nasdaq Capital Market under the symbol XTIA.

XTI Aerospace (XTIA) completed two acquisitions, buying 100% of Drone Nerds, LLC and Anzu Robotics, LLC on November 10, 2025. Consideration included cash payments of $16,727,356 for Drone Nerds and $1,442,446.80 for Anzu, seller notes of $10,976,284.58 and $954,459.53 at 7.25% interest, and Class B units valued at $8,955,894.25 (6,002,610 units) and $778,773.41 (521,966 units), respectively. The seller notes include scheduled repayments through September 30, 2026, with all remaining principal and interest due within one year of issuance, and may accelerate after aggregate capital raises of $40 million or more, subject to stated limits.

XTIA also closed a $25 million private placement of Series 10 Convertible Preferred Stock (25,000 shares at $1,000 each) with a 12.0% cumulative dividend and an initial conversion price of $1.492 per share, contingent on shareholder approval under Nasdaq Rule 5635. Beneficial ownership is capped at 4.99% (or 9.99% at holder election), with a pre-funded warrant alternative. ThinkEquity earned a 7.0% cash fee and received warrants to purchase 837,801 shares at $1.492. Following closing, the company disclosed that the acquisitions triggered a change-of-control default under a $25.0 million secured revolving credit facility; outstanding borrowings were approximately $9.2 million as of November 11, 2025.

XTI Aerospace (XTIA) furnished an updated corporate presentation under Item 7.01 (Regulation FD). The presentation is attached as Exhibit 99.1 and will be available on the company’s investor relations website under Company Info > Presentations.

The information under Item 7.01, including Exhibit 99.1, is furnished, not filed, and is not subject to Section 18 liabilities, nor incorporated by reference unless specifically stated.

XTI Aerospace entered a material definitive agreement, making a $2 million strategic investment in Valkyrie Sciences Holdings LLC via a convertible promissory note.

The note bears 10% annual interest, payable at maturity on December 31, 2026, with no prepayment by Valkyrie without XTI’s consent. XTI may convert the remaining balance into equity upon a Qualified Financing at the same price paid by new investors. If a Sale occurs, XTI can take repayment or convert at a price based on the issuer’s valuation, capped by a $65 million valuation cap. An additional option allows conversion of at least 25% of the balance into an Andromeda SAFE, subject to a cap at Valkyrie’s reasonable discretion.

Protections include MFN terms, a Right of First Offer up to the lesser of 50% or $10 million of new securities during the ROFO period, and a Right of Participation in offerings up to $50 million in aggregate (max 30% per offering). Default interest increases to 18%. XTI also engaged an affiliate, Valkyrie Intelligence LLC, for data science and strategy services for $600,000 from October 1, 2025 through January 23, 2026.

XTI Aerospace (XTIA) updated its equity compensation terms. The board approved extending the post‑termination exercise window for vested stock options granted (or to be granted) under the 2018 Employee Stock Incentive Plan to CEO Scott Pomeroy, RTLS Division CEO Soumya Das, and independent directors. Instead of three months after service ends, eligible holders may exercise until the option’s expiration date, provided the separation is not for cause and not due to death or total disability, and the grantee agrees in writing.

The filing lists current grants: Scott Pomeroy holds 2,537 incentive options at $118.25 and 8,714 non‑qualified options at $118.25 (both expiring June 12, 2034), plus 2,621,100 non‑qualified options at $2.00 expiring September 4, 2035. Soumya Das holds 2,537 incentive options at $118.25 and 1,364 non‑qualified options at $118.25 (both expiring June 12, 2034), plus 78,000 non‑qualified options at $2.00 expiring September 4, 2035.

XTI Aerospace, Inc. completed a business combination that rebranded the company and implemented corporate actions: the XTI Merger closed, the company changed its name to XTI Aerospace, Inc. and a 1-for-250 reverse stock split was effective January 10, 2025. The company filed a definitive proxy for its annual meeting covering election of directors for staggered three-year terms, ratification of the auditor, and an adjournment proposal. Management changes include the appointment of Scott Pomeroy as CEO following the merger and related employment and consulting arrangements disclosed for executive officers. Material compensation and transactions disclosed include transaction-related compensation of $1.9M and a cash transaction bonus of $400,000 tied to the merger, option grants to named executives, and prior payments to a related party consulting firm of approximately $0.9M in 2024 with subsequent return of $0.5M in deposits and repayment of approximately $0.3M in consulting compensation on March 31, 2025. The company also disclosed identified material weaknesses in internal control over financial reporting for periods in 2024.

Michael A. Tapp, Chief Operating Officer and Director of XTI Aerospace, Inc. (XTIA), reported a stock option grant on Form 4. The filing shows a grant dated 09/04/2025 for 1,613,000 stock options. The record lists an exercise/conversion price of $2 and also records a price field of $0 tied to the plan disclosure. One‑third of the options vested on the grant date and the remainder will vest in equal quarterly installments over two years. The grant was made under the issuer's Amended and Restated 2018 Employee Stock Incentive Plan. The report is signed by Michael A. Tapp on 09/19/2025.