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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 26, 2026
XTI
AEROSPACE, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36404 |
|
88-0434915 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
15505
Wright Brothers Dr. Addison, TX |
|
75001 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (800) 680-7412
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
Stock |
|
XTIA |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01. Changes in Registrant’s Certifying Accountant
CBIZ
CPAs P.C. (“CBIZ”) was previously the principal accountants for XTI Aerospace, Inc. (the “Company”). CBIZ was dismissed effective June 26, 2026 from their engagement for the Company, and KPMG LLP (“KPMG”)
was engaged as the Company’s principal accountants. The decision to change accountants was approved by the Audit Committee of the
Company’s Board of Directors.
As previously disclosed in a Current Report on Form 8-K filed on March 27, 2025 Marcum LLP was dismissed effective April 15, 2025 and
CBIZ was appointed as the Company’s independent registered public accounting firm.
From the period April 15, 2025 through the date of CBIZ’s dismissal, there were no: (1) disagreements
with CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement, or (2) reportable events (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
The
audit report of CBIZ on the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December
31, 2025 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.
The
Company provided CBIZ with a copy of this current report on Form 8-K and requested that CBIZ furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether CBIZ agreed with the statements made by the Company set forth above. A letter
from CBIZ is attached as Exhibit 16.1 to this Form 8-K.
During
the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 26, 2026, neither the Company, nor anyone
on behalf of the Company, consulted KPMG regarding: (i) the application of accounting principles to a specified transaction (either completed
or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement”
(within the meaning of Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v)
of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
June 26, 2026 Letter from CBIZ, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
XTI
AEROSPACE, INC. |
| |
|
|
| Date:
June 26, 2026 |
By: |
/s/
Brooke Turk |
| |
Name: |
Brooke
Turk |
| |
Title: |
Chief
Financial Officer |
