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2026-01-29
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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):
January 29, 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.) |
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 1.01 Entry into a Material Definitive
Agreement.
On February 3, 2026 (the “Signing
Date” and the “Closing Date”), XTI Aerospace, Inc. (the “Company”) completed the disposition of the Inpixon
Business (as defined below) pursuant to a Share Purchase and Transfer Agreement (the “SPA”) entered into on the same date
with EVO 467. GmbH, a German limited liability company (the “Purchaser”). Pursuant to the SPA, the Company sold and assigned
to the Purchaser all of the shares (the “Inpixon Shares”) of Inpixon GmbH, a German limited liability company (“Inpixon”),
for a purchase price of EUR 4,640,000 (approximately $5,475,000 based on the exchange rate on the Signing Date) (the “Purchase Price”),
the payment of which is deferred and subject to the Unwind Option, as described below.
Inpixon is the sole shareholder
of Aware RTLS, Inc., a Texas corporation (“Aware”), and IntraNav GmbH, a German limited liability company (“IntraNav”
and, collectively with Inpixon and Aware, the “Target Group Companies”). Inpixon and IntraNav provide solutions in the field
of indoor positioning, real-time localization, and sensor technologies and develop and distribute systems (hardware and software) that
use sensor technology, radio technologies, and data analysis to enable the precise location of people, devices, and objects within buildings
(the “Inpixon Business”).
The Purchase Price bears
interest at a rate of 5% per annum from the Signing Date until the fourth anniversary of the Closing Date (the “Maturity
Date”), at which time the remaining unpaid balance of the Purchase Price, including all accrued, but unpaid interest, shall be
paid in full, subject to the Unwind Option. The Company has the right (the “Unwind Option”) to require the Purchaser to
transfer back to the Company all (but not less than all) of the Inpixon Shares and any other shares in Inpixon and the other Target
Group Companies held by the Purchaser, without the payment of a purchase price or other consideration by the Company. The Company
may exercise the Unwind Option by written notice to the Purchaser at any time during the 15-month period (the “Unwind Option
Exercise Period”) beginning on the first day of the 37th month following the Signing Date until the end of the
52nd month following the Signing Date.
If the Company exercises the
Unwind Option, then all unpaid amounts due on the Purchase Price will be forgiven. If the Company does not exercise the Unwind Option
within the Unwind Option Exercise Period, then the Unwind Option will expire and all unpaid amounts due on the Purchase Price will be
forgiven. The Purchaser may at any time prior to the Maturity Date discharge the Unwind Option by effecting a cash payment to the Company
of at least 50% of the Purchase Price plus accrued interest, after which the Unwind Option will be forfeited.
Immediately prior to the Signing Date, the Company eliminated a shareholder loan with a then outstanding principal balance of EUR 13,193,326.47
(approximately $15.6 million based on the exchange rate on the Signing Date) that it had granted to Inpixon pursuant to a shareholder
loan agreement dated January 26, 2021 (the “Inpixon Loan”). Such elimination was effected through a combination
of (i) a contribution of the Inpixon Loan receivable into Inpixon’s capital reserves to the extent treated as recoverable under
applicable law and (ii) the waiver of any remaining non-recoverable portion of the Inpixon Loan pursuant to a waiver agreement between
the Company and Inpixon. The ultimate tax characterization and amount of any portion of the Inpixon Loan treated as a capital contribution
or as taxable income will be determined in accordance with applicable law. No specific dollar amount of the capital contribution or waived
balance has been determined as of the date of this report.
The SPA requires the Purchaser
to use commercially reasonable efforts to collect certain accounts receivable of the Inpixon Business existing as of the Signing Date
and to cause the Target Group Companies to pay the Company, to the extent collected, the aggregate amount of such accounts receivable
minus certain accounts payable of the Inpixon Business existing as of the Signing Date (the amount of the difference, the “Balance”)
no later than the first anniversary of the Closing Date. Any portion of the Balance that has been collected but remains unpaid after the
first anniversary of the Closing Date will accrue interest, from and including such anniversary date until paid in full, at the statutory
default interest rate calculated on the basis of the actual number of days elapsed and a 360-day year. The SPA requires the Purchaser
to pay and cause the Target Group Companies to pay, and indemnify the Company from all costs arising from, all payroll and other employee
obligations of such Target Group Companies as of February 1, 2026.
The SPA contains representations
and warranties by the parties and various covenants, including two-year non-competition and non-solicitation covenants by the Company.
If the Company exercises the Unwind Option, then such non-competition and non-solicitation covenants will automatically terminate. In
addition, pursuant to the SPA, the Company agreed to provide certain accounting and IT systems transition services to the Purchaser for
a period not to exceed three months following the Closing Date in exchange for the fees and costs described in the SPA.
The SPA requires the Target
Group Companies to use their capital and funds exclusively for bona fide business purposes of the Target Group Companies until the Purchase
Price has been paid in full, including reasonable operational expenses, salaries and reasonable management compensation, capital expenditures,
product development, and growth initiatives, and prohibits the use of such funds for dividends, distributions to the Purchaser or its
equity holders, upstream loans, or any disguised distributions.
The SPA also contains mutual
indemnification provisions, subject to certain limitations, including threshold amounts, maximum amounts, and survival periods. The SPA
requires the Purchaser to provide the Company with certain financial information and inspection rights until the Purchase Price has been
fully paid. The SPA is governed by the laws of the Federal Republic of Germany.
The foregoing description
of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this
Item 2.01.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Soumya Das
In connection with the planned
disposition of the Inpixon Business, the Company and Soumya Das entered into a separation agreement and release (the “Separation
Agreement and Release”), effective as of the approval of such agreement by the Company’s board of directors (the “Board”)
at the Board’s meeting held on January 29, 2026 (the “Effective Date”). Pursuant to the Separation Agreement and Release,
Mr. Das resigned from his positions as a director on the Board, as chief executive officer of the Company’s Real-Time Location Systems
division and from any and all other positions held with the Company or any of its subsidiaries, effective as of the Effective Date. At
the time of his resignation, Mr. Das was not a member of any of the Board’s committees. Mr. Das’ resignation was not due to
any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Pursuant to the Separation
Agreement and Release, in consideration for Mr. Das’ resignations, the Company agreed to pay him, within 10 business days of the
Effective Date and subject to applicable withholding requirements, his unpaid base salary since the last payroll through the Effective
Date in the amount of $812.50, his accrued, unused vacation leave in the amount of $31,500, one year of his base salary in the amount
of $312,000, one year of his target annual bonus in the amount of $300,000, a bonus for Q4 2025 in the amount of $75,000, and COBRA costs
for one year following the Effective Date in an amount to be determined. The Company also agreed to reimburse his pre-approved business
expenses and fully vest the options to purchase the Company’s common stock that were previously granted to him.
Pursuant to the Separation
Agreement and Release, Mr. Das agreed to execute certain documents related to the disposition of the Inpixon Business. The Separation
Agreement and Release includes a mutual general release of claims, with certain exceptions as noted therein, as well as mutual non-disparagement
and confidentiality provisions.
The foregoing description
of the Separation Agreement and Release does not purport to be complete and is qualified in its entirety by reference to the full text
of the Separation Agreement and Release, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Appointment of Jonathan Ornstein to the Board
of Directors, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee
Effective as of February 1,
2026, the Board appointed Jonathan G. Ornstein as a Class I director for a term expiring at the Company’s 2027 annual meeting of
stockholders. Mr. Ornstein’s appointment fills the vacancy created by the resignation of Soumya Das. In connection with Mr. Ornstein’s
appointment to the Board, the Board also appointed Mr. Ornstein to the Audit Committee, the Compensation Committee, and the Nominating
and Corporate Governance Committee. Mr. Ornstein was also appointed to serve as the Chair of the Nominating and Corporate Governance Committee,
replacing Tensie Axton, the previous Chair of the Nominating and Corporate Governance Committee.
The Board has determined that
Mr. Ornstein is an “independent” director under the applicable rules of the U.S. Securities and Exchange Commission (“SEC”)
and the Nasdaq Stock Market.
Mr. Ornstein served as chief
executive officer of Mesa Air Group, Inc. (“Mesa”) from 1998 until November 2025 and as chairman of the board of directors
of Mesa from 1999 until November 2025. Following his departure, Mesa completed a merger transaction and changed its name to Republic Airways
Holdings Inc. (Nasdaq: RJET). Mr. Ornstein co-founded Virgin Express S.A./N.V., an airline in Brussels, Belgium, where he served as chief
executive officer and chairman from 1995 until 1999. In 1994, Mr. Ornstein served as chief executive officer of Continental Express, and
was later named senior vice president of airport services for Continental Airlines. Mr. Ornstein served as executive vice president and
president of Mesa’s then-wholly owned subsidiary WestAir Holding, Inc. from 1988 to 1994. Mr. Ornstein began his career in aviation
in 1986 with AirLA, a commuter airline in Los Angeles. Mr. Ornstein attended the University of Pennsylvania.
Mr. Ornstein and the Company
entered into a director services agreement dated February 1, 2026 (the “Director Services Agreement”), pursuant to which Mr.
Ornstein will receive compensation for his service on the Board consistent with that provided to all of the Company’s non-employee
directors. The Company’s current non-employee director compensation policy is described under the caption “Director Compensation”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025. Mr.
Ornstein will receive the following annual cash retainer fees, payable quarterly in arrears: $50,000 per year for general availability
and participation in meetings and conference calls of the Board, $10,000 per year for service as the Nominating and Corporate Governance
Committee chair, $10,000 per year for service on the Audit Committee, and $7,500 per year for service on the Compensation Committee. The
Company will also reimburse Mr. Ornstein for reasonable expenses incurred in performing his duties as a director.
Mr. Ornstein will also receive
an annual grant of stock options pursuant to the Company’s 2018 Employee Stock Incentive Plan, as amended from time to time (the
“Equity Plan”), with a fair market value equal to his aggregate annual cash retainer based upon a Black-Scholes option pricing
model, within 90 days of the end of each fiscal year or such other date as approved by the Board or an authorized committee thereof. The
exercise price of the stock options will be equal to the market price of the Company’s common stock at the time of grant.
Pursuant to the Director Services
Agreement, Mr. Ornstein may elect, by written notice to the Company, any cash compensation to be satisfied, in whole or in part, in the
form of a restricted stock grant issuable pursuant to the Equity Plan, subject to the approval of the Board or an authorized committee
thereof. The number of shares of common stock issuable pursuant to such restricted stock grant will be equal to the quotient determined
by dividing the aggregate cash compensation subject to his election by the closing price of the Company’s common stock on the date
of grant or such other method approved by the Board or an authorized committee thereof.
The Director Services Agreement
provides that Mr. Ornstein may resign from the Board at any time upon 30 days prior written notice to the Company or such shorter period
as the parties may agree upon. The Director Services Agreement includes non-competition and non-solicitation covenants by Mr. Ornstein
for so long as he is a director and for one year thereafter.
The foregoing description
of the Director Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Director Services Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference
herein.
Mr. Ornstein and the Company
entered into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to this Current
Report on Form 8-K and incorporated herein by reference.
As disclosed above, Mr. Ornstein was previously the chief executive officer of Mesa. Mesa and XTI Aircraft Company, a wholly-owned subsidiary
of the Company, are parties to a conditional aircraft purchase agreement relating to the purchase of aircraft at a price to be determined
pursuant to the agreement and currently expected to be approximately $1 billion. The purchase price remains subject to significant technical,
regulatory, financing, and market contingencies. Mesa’s obligations to purchase the aircraft arise only after all material terms
are agreed upon, in the discretion of each party. If the parties do not agree on such material terms, either party will have the right
to terminate the agreement if such party determines in its discretion that it is not likely that the material terms will be agreed to
in a manner consistent with such party’s business and operational interests (as those interests may change from time to time). No
aircraft purchases have occurred under the agreement.
There are no arrangements
or understandings between Mr. Ornstein and any other person pursuant to which Mr. Ornstein was selected as a director. There are no family
relationships between Mr. Ornstein and any director or executive officer of the Company. Other than as disclosed above, Mr. Ornstein has
not had and will not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 4, 2026, the Company
issued a press release announcing the appointment of Mr. Ornstein to the Board. A copy of the press release is furnished with this Report
as Exhibit 99.1 and is incorporated herein by reference.
The information furnished
in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The pro forma financial statements
reflecting the disposition of the Inpixon Business pursuant to the SPA, to the extent required by this item, will be filed by amendment
to this Current Report on Form 8-K.
(d) Exhibits
| Exhibit Number |
|
Description |
| 2.1* |
|
Share Purchase and Transfer Agreement, dated February 3, 2026, by and between XTI Aerospace, Inc. and EVO 467. GmbH |
| |
|
|
| 10.1+ |
|
Separation Agreement and Release, dated January 29, 2026, by and between XTI Aerospace, Inc. and Soumya Das |
| |
|
|
| 10.2+ |
|
Director Services Agreement, dated February 1, 2026, by and between XTI Aerospace, Inc. and Jonathan Ornstein |
| |
|
|
| 10.3+ |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024) |
| |
|
|
| 99.1 |
|
Press Release dated February 4, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
| + |
Indicates a management contract or compensatory plan, contract or arrangement. |
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: February 4, 2026 |
By: |
/s/ Brooke Turk |
| |
Name: |
Brooke Turk |
| |
Title: |
Chief Financial Officer |
