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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):
September 17, 2025
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.) |
|
8123 InterPort Blvd., Suite C
Englewood, CO |
|
80112 |
| (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 5.08 Shareholder Director Nominations.
On September 17, 2025, the
board of directors of XTI Aerospace, Inc. (the “Company”) set November 14, 2025 as the date of the Company’s 2025 Annual
Meeting of Stockholders (the “2025 Annual Meeting”). The 2025 Annual Meeting will be a virtual meeting. Stockholders of record
at the close of business on September 17, 2025 will be entitled to notice of and to vote at the 2025 Annual Meeting. Because the date
of the 2025 Annual Meeting is more than 30 days before the anniversary date of the 2024 Annual Meeting of Stockholders, the Company is
providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.
Stockholders of the Company
who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposal is received
by the Company’s Secretary at its principal executive offices at the address set forth above on or before the close of business
on September 27, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy
materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission
in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting.
In addition, in accordance
with the requirements contained in the Company’s bylaws, stockholders of the Company who wish to bring business before the 2025
Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice
of such proposal (including all information specified in the Company’s bylaws) is received by the Company’s Secretary at the
Company’s principal executive offices at the address set forth above no later than the close of business on September 27, 2025.
Any such proposal must meet the requirements set forth in the Company’s bylaws to be brought before the 2025 Annual Meeting.
In addition, to comply with
the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees
must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by September 27, 2025, which is the
tenth calendar day following the date of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 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: September 17, 2025 |
By: |
/s/ Brooke Turk |
| |
Name: |
Brooke Turk |
| |
Title: |
Chief Financial Officer |
