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:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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. ☐
On November 12, 2026, XTI Aerospace, Inc. (the
“Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026 and reiterating
its outlook for 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
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.
Exhibit
99.1
XTI
Aerospace Reports Third Quarter 2026 Results
FORT
LAUDERDALE, Fla., Nov. 12, 2026 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA) (“XTI Aerospace,” “XTI,”
or the “Company”), parent company of Drone Nerds, LLC, (“Drone Nerds”), a leading drone solutions platform serving
commercial, enterprise and government customers, today announced financial results for its third quarter ended September 30, 2026, and
reiterated its outlook for 2026.
2026 Third Quarter Highlights (Inpixon results excluded and reflected in discontinued
operations):
| ● | Revenue
of $35.3 million, up 8.8% sequentially from the second quarter 2026 and up 46.1% from third
quarter 2025 proforma revenue, partially driven by September demand ahead of Section 232
tariffs implemented this year |
| ● | Gross profit of $7.7 million |
| ● | Gross
profit as a percentage of revenue of approximately 21.7%, inclusive of one-time benefits,
primarily relating to tariff recoveries. Excluding the nonrecurring amounts, the gross profit
margin was 16.0%. |
| ● | G&A
reduced to 29.2% of sales from 39.2% in the first six months of 2026. Cost realignment initiatives
included a reduction in corporate and development-division headcount, consolidation of office
footprint, and termination of non-core consulting, vendor and software contracts |
| ● | Adjusted
EBITDA of $1.6 million compared to negative $4.9 million in the second quarter of 2026 |
“Our
strategic pivot to focus on our Drone Nerds business is substantially complete,” said Jeremy Schneiderman, XTI Aerospace’s Interim
Chief Executive Officer. “We have discontinued the operation of the XTI aircraft business, rightsized our corporate overhead and
are focused on the significant opportunity in the commercial and enterprise drone market. We are uniquely positioned to help our customers
manage their drone programs from aircraft payloads, software, fleet management and training, to service and repair.”
“We
have continued to strengthen our product offerings over the last several months, adding pressure washing, airport detection and first
responder programs to our portfolio. The growth opportunities we see across our portfolio combined with continued disciplined expense
management is expected to lead to the transition to positive ongoing operating cash flows during the fourth quarter of 2026.”
2026 Financial Outlook and Guidance:
| ● | Full
year 2026 revenue of $125 million to $130 million |
| ● | Full
year 2026 gross profit as a percentage of revenue of 17 percent to 19 percent |
The
Company’s outlook assumes, among other things, continued access to its asset-based credit facility and no material further changes in
tariff policy, and is subject to the risks described below under “Cautionary Statement Regarding Forward-Looking Statements.”
2026 Third Quarter
and Recent Events:
| ● | Announced
partnership with AirSight, a drone detection and airspace security software solutions provider,
to expand Drone Nerds’ drone detection offerings within its enterprise solutions portfolio |
| ● | Introduced
ABZ Innovation C30 High-Pressure Cleaning Drone to its Enterprise Portfolio |
| ● | Launched
its Drone as First Responder (DFR) program, Evolver DFR, which gives police, fire, and emergency
agencies everything they need to confidently send a drone to an emergency call |
| ● | Appointed
Dr. Allan Evans as Chairman of the Board of Directors and Jeremy Schneiderman as Interim
CEO |
Liquidity
and Reduction of Corporate Expenses
As
of September 30, 2026, the Company had $5.7 million of unrestricted cash and cash equivalents and $11.9 million of remaining availability
on the borrowing base under its credit facility at Drone Nerds.
During
the second and third quarters the Company took significant action to reduce its corporate and ADS headcount and related compensation,
to consolidate its office footprint, and to terminate non-core consulting, vendor and software contracts. Average monthly operating cash
outflows of the Company’s ADS and corporate operations (excluding Drone Nerds) during the third quarter were approximately $1.1 million
per month, down approximately 42% from the second quarter, and 62% from the first quarter.
The
Company has also recently restructured $4.7 million of promissory notes, which had previously been in default and also secured a cross-default
waiver from JPMorgan Chase Bank, N.A. on our revolving credit facility.
Unaudited Supplemental Combined Financial Information
For purposes of this release, references to “supplemental combined” financial information refer to the unaudited
supplemental combined financial information described below.
The
Company has provided unaudited supplemental financial information of the combined company in this press release. The following financial
information combines XTI and Drone Nerds historical operating results as if the businesses had been operated together on a combined basis
during prior periods. This financial information is intended to illustrate the current operating footprint of the Company following the
acquisition of Drone Nerds and divestiture of the Company’s Industrial IoT / Real-Time Location Systems business.
The
unaudited supplemental combined financial information is not “pro forma” financial information as that term is used in Article
11 of Regulation S-X. The unaudited supplemental combined financial information was not prepared in accordance with Article 11 of Regulation
S-X and differs from the unaudited pro forma condensed combined financial information included in the Current Report on Form 8-K/A filed
with the SEC on February 9, 2026 (the “Pro Forma 8-K Filing”), which was prepared in accordance with Article 11 of Regulation
S-X and presented the year ended December 31, 2024 and the nine months ended September 30, 2025, which includes the 2025 periods shown
in this press release, but did not present those periods separately. The unaudited supplemental combined financial information was not
prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes to assist investors in understanding
the operational performance of the combined business, timing and operational impact of the acquisition, and integration of the combined
business, and should not be considered a substitute for the pro forma financial information included in the Company’s prior filings prepared
in accordance with Article 11 of Regulation S-X.
Consequently,
the unaudited supplemental combined financial information is intentionally different from, but does not supersede, the pro forma financial
information set forth in the Pro Forma 8-K Filing or the pro forma financial information set forth in the Company’s most recent annual
report on Form 10-K.
In
addition, the unaudited supplemental combined financial information does not purport to indicate the results that actually would have
been obtained had the companies been operated together during the periods presented, or which may be realized in the future. The unaudited
supplemental combined financial information has no impact on XTI’s or Drone Nerds’ previously reported consolidated balance sheets or
statements of operations, cash flows or equity.
XTI
Aerospace, Inc. and Subsidiaries Pro Forma(1) Combined Financial Data (Unaudited)
| | |
Three
Months Ended September 30, | | |
$ | | |
% | |
| (in thousands, except percentages) | |
2026 | | |
2025 | | |
Change | | |
Change | |
| Revenues | |
$ | 35,314 | | |
$ | 24,164 | | |
$ | 11,150 | | |
| 46 | % |
| Cost of revenues | |
| 27,637 | | |
| 19,133 | | |
| 8,504 | | |
| 44 | % |
| Gross profit | |
| 7,677 | | |
| 5,031 | | |
| 2,646 | | |
| 53 | % |
| Operating expenses | |
| 12,675 | | |
| 17,189 | | |
| (4,514 | ) | |
| (26 | )% |
| Loss from operations | |
| (4,998 | ) | |
| (12,158 | ) | |
| 7,160 | | |
| (59 | )% |
| Other expense, net | |
| 31,673 | | |
| 1,034 | | |
| 30,639 | | |
| 2963 | % |
| Income tax expense | |
| — | | |
| — | | |
| — | | |
| — | % |
| Pro forma
net income (loss) from continuing operations | |
$ | 26,675 | | |
$ | (11,124 | ) | |
$ | 37,799 | | |
| (340 | )% |
| (1) | For
information on unaudited supplemental combined financial information presented, see the section
titled “Unaudited Supplemental Combined Financial Information” in this press release. |
The unaudited supplemental combined financial information excludes non-recurring
transaction-related costs associated with the Drone Nerds acquisition.
Conference Call
The
Company will host a live webcast on Thursday, November 12, 2026 at 4:30 PM ET, which will consist of a live question and answer session
with Jeremy Schneiderman, Interim Chief Executive Officer and Brooke Turk, Chief Financial Officer.
Investors
and analysts are invited to participate and may register in advance using this link: https://xti-aerospace-3q-2026-conference-call.open-exchange.net/.
The registration link is also available in the “Investor Relations” section of the Company’s website under
“IR News & Events.” Dial-in information will be included upon registration.
The
replay of the event will be publicly available to all investors in the Investor Relations section, under “IR News & Events”
section of the Company’s website at xtiaerospace.com following the conclusion of the question and answer session and will remain available
for 30 days.
About
XTI Aerospace, Inc.
XTI
Aerospace, Inc. (“XTI”) (Nasdaq: XTIA) is focused on building a leading platform for commercial and government drone adoption
in the growing unmanned aircraft systems (“UAS”) industry. Through its subsidiary, Drone Nerds, LLC, XTI supports enterprise
and government customers in sectors including public safety, agriculture, construction, and energy across the drone program lifecycle,
from hardware sourcing and deployment to training, service, repair, and the proprietary Always Flying™ program. Its established
U.S. customer base and reputation as a trusted solutions provider position the company as a go-to-market partner for drone manufacturers
and software developers seeking to scale in the domestic market.
For
more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube.
Cautionary Statement Regarding Forward-Looking Statements
This
press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact contained in this press release are forward-looking statements.
Forward-looking
statements may be identified by words such as “believe,” “continue,” “could,” “would,” “will,”
“expect,” “intend,” “plan,” “target,” “estimate,” “project,” or similar expressions.
These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those
expressed or implied. Such risks include, but are not limited to, the Company’s ability to continue as a going concern, the Company’s
ability to maintain the listing of its common stock on Nasdaq, the impact of Section 232 tariffs and other trade measures; pending regulatory
inquiries and proceedings relating to the Company and its subsidiaries; potential conflicts of interest arising from its Interim Chief
Executive Officer’s economic interest in the holders of its acquisition-related notes, market adoption, regulatory requirements, supply
chain conditions, technological development, integration of the acquired businesses, the Company’s liquidity and ability to access additional
capital on acceptable terms or at all, the Company’s stockholders’ equity and the sufficiency of its capital resources, and changes in
applicable laws or regulations, customer demand variability and seasonal purchasing patterns, the Company’s ability to achieve projected
gross margins and operating cost reductions, working capital timing and inventory management, the outcome of pending legal proceedings
involving the Company and its subsidiaries, the Company’s ability to maintain relationships with key suppliers, restrictions and covenants
under the Company’s ABL credit facility, risks related to the wind-down of the Company’s ADS division and the development of its
ATM division, which has not generated revenues, and the potential for significant non-cash charges related to changes in the fair value
of warrant liabilities as well as the other risks and uncertainties described in the Company’s filings with the SEC. The Company’s financial
outlook and other projections in this press release are based on management’s current expectations and assumptions and are particularly
subject to these risks. XTI undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances,
except as required by applicable law. Readers are encouraged to review the risk factors described in XTI’s filings with the SEC, including
its most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K and subsequent filings.
Non-GAAP
Measures
This
press release contains certain financial measures that are not recognized under generally accepted accounting principles in the United
States (“GAAP”). XTI uses earnings before interest, income taxes, depreciation amortization (“EBITDA”) and Adjusted
EBITDA and important supplemental measures of the Company’s operating performance.
A
reconciliation of these non-GAAP measures to the most directly comparable GAAP measures for historical periods is provided in Schedule
1. As noted above under “2026 Financial Outlook and Guidance,” the Company is unable to provide a reconciliation of forward-looking
non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts due to the inherent difficulty
in forecasting and quantifying certain reconciling items, including, without limitation, changes in the fair value of warrant liability.
The
Company’s 2026 financial outlook is based on management’s current expectations and assumptions regarding customer demand, product availability,
gross margin trends, operating cost levels, and the timing of working capital normalization. These targets are forward-looking statements
and are subject to the risks and uncertainties described below and in the Company’s filings with the U.S. Securities and Exchange Commission
(the “SEC”), including with respect to pending legal proceedings, liquidity, the Company’s capital structure and the other
matters described under “Cautionary Statement Regarding Forward-Looking Statements” below.
The
Company has not provided a reconciliation of forward-looking Adjusted EBITDA or other forward-looking non-GAAP measures to the most directly
comparable GAAP financial measures because certain reconciling items, including changes in the fair value of warrant liability and other
items, depend on future events outside the Company’s control and cannot be reasonably predicted or determined without unreasonable efforts.
The variability of these items could have a significant and potentially unpredictable impact on future GAAP results.
Contacts:
General
inquiries:
Email:
contact@xtiaerospace.com
Web: https://xtiaerospace.com/contact
Investor
Relations:
IR@xtiaerospace.com
XTI
Aerospace, Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations
(In
thousands, except share and per share data)
(Unaudited)
| | |
Three
Months Ended
September 30, | | |
Nine
Months Ended
September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Revenues | |
$ | 35,314 | | |
$ | — | | |
$ | 95,459 | | |
$ | — | |
| Cost
of Revenues | |
| 27,637 | | |
| — | | |
| 76,993 | | |
| — | |
| Gross
Profit | |
| 7,677 | | |
| — | | |
| 18,466 | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating
Expenses | |
| | | |
| | | |
| | | |
| | |
| Research
and development | |
| 163 | | |
| 1,449 | | |
| 1,937 | | |
| 3,953 | |
| Sales
and marketing | |
| 1,810 | | |
| 2,071 | | |
| 6,148 | | |
| 3,280 | |
| General
and administrative | |
| 10,321 | | |
| 9,857 | | |
| 33,922 | | |
| 20,127 | |
| Merger
and acquisition transaction costs | |
| 134 | | |
| 458 | | |
| 224 | | |
| 458 | |
| Amortization
of intangible assets | |
| 247 | | |
| 8 | | |
| 705 | | |
| 24 | |
| Total
Operating Expenses | |
| 12,675 | | |
| 13,843 | | |
| 42,936 | | |
| 27,842 | |
| Loss
from Operations | |
| (4,998 | ) | |
| (13,843 | ) | |
| (24,470 | ) | |
| (27,842 | ) |
| Other
Income (Expense) | |
| | | |
| | | |
| | | |
| | |
| Interest
expense, net | |
| (278 | ) | |
| (1 | ) | |
| (580 | ) | |
| (219 | ) |
| Loss
on extinguishment of debt | |
| — | | |
| — | | |
| — | | |
| (421 | ) |
| Warrant
issuance expense | |
| — | | |
| (785 | ) | |
| — | | |
| (6,580 | ) |
| Change
in fair value of warrant liability | |
| 32,023 | | |
| 2,151 | | |
| 18,989 | | |
| (3,280 | ) |
| Other | |
| (72 | ) | |
| — | | |
| 140 | | |
| (349 | ) |
| Total
Other Income (Expense) | |
| 31,673 | | |
| 1,365 | | |
| 18,549 | | |
| (10,849 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income
(Loss) from Continuing Operations Before Income Taxes | |
| 26,675 | | |
| (12,478 | ) | |
| (5,921 | ) | |
| (38,691 | ) |
| Income
tax benefit | |
| — | | |
| — | | |
| — | | |
| 6 | |
| Net
Income (Loss) from Continuing Operations, net of tax | |
| 26,675 | | |
| (12,478 | ) | |
| (5,921 | ) | |
| (38,685 | ) |
| Loss
from operations of discontinued component, inclusive of tax | |
| (100 | ) | |
| (968 | ) | |
| (4,952 | ) | |
| (8,491 | ) |
| Net
income (Loss) | |
| 26,575 | | |
| (13,446 | ) | |
| (10,873 | ) | |
| (47,176 | ) |
| Net
income attributable to noncontrolling interest | |
| 573 | | |
| — | | |
| 1,149 | | |
| — | |
| Net
Income (Loss) Attributable to XTI Aerospace, Inc. | |
| 26,002 | | |
| (13,446 | ) | |
| (12,022 | ) | |
| (47,176 | ) |
| Less:
Preferred stock dividends | |
| — | | |
| — | | |
| 42 | | |
| 29 | |
| Net
Income (Loss) Attributable to Common Stockholders | |
$ | 26,002 | | |
$ | (13,446 | ) | |
$ | (12,064 | ) | |
$ | (47,205 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
Income (Loss) Per Share – Basic: | |
| | | |
| | | |
| | | |
| | |
| Continuing
operations | |
$ | 0.68 | | |
$ | (0.57 | ) | |
$ | (0.19 | ) | |
$ | (3.55 | ) |
| Discontinued
operations | |
$ | — | | |
$ | (0.04 | ) | |
$ | (0.13 | ) | |
$ | (0.78 | ) |
| Net
income (Loss) per share | |
$ | 0.68 | | |
$ | (0.61 | ) | |
$ | (0.32 | ) | |
$ | (4.33 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
Income (Loss) Per Share – Diluted: | |
| | | |
| | | |
| | | |
| | |
| Continuing
operations | |
$ | 0.19 | | |
$ | (0.57 | ) | |
$ | (0.19 | ) | |
$ | (3.55 | ) |
| Discontinued
operations | |
$ | — | | |
$ | (0.04 | ) | |
$ | (0.13 | ) | |
$ | (0.78 | ) |
| Net
income (Loss) per share | |
$ | 0.19 | | |
$ | (0.61 | ) | |
$ | (0.32 | ) | |
$ | (4.33 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted
Average Shares Outstanding, Basic | |
| 38,477,789 | | |
| 22,065,141 | | |
| 37,403,649 | | |
| 10,914,152 | |
| Weighted
Average Shares Outstanding, Diluted | |
| 60,322,244 | | |
| 22,065,141 | | |
| 37,403,649 | | |
| 10,914,152 | |
XTI
Aerospace, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
(In
thousands)
(Unaudited)
| | |
September
30,
2026 | | |
December
31,
2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash
and cash equivalents | |
$ | 5,657 | | |
$ | 16,696 | |
| Accounts
receivable, net | |
| 11,892 | | |
| 12,093 | |
| Inventories | |
| 17,807 | | |
| 15,400 | |
| Prepaid
expenses and other current assets | |
| 5,552 | | |
| 3,989 | |
| Current
assets of discontinued operations (Note 17) | |
| — | | |
| 3,645 | |
| Total
Current Assets | |
| 40,908 | | |
| 51,823 | |
| Property
and equipment, net | |
| 407 | | |
| 385 | |
| Operating
lease right-of-use asset, net | |
| 1,341 | | |
| 2,965 | |
| Intangible
assets, net | |
| 8,650 | | |
| 9,338 | |
| Goodwill | |
| 13,393 | | |
| 11,544 | |
| Note
receivable | |
| 4,394 | | |
| — | |
| Other
assets | |
| 778 | | |
| 403 | |
| Non-current
assets of discontinued operations (Note 17) | |
| — | | |
| 4,788 | |
| Total
Assets | |
$ | 69,871 | | |
$ | 81,246 | |
XTI
Aerospace, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
(In
thousands)
(Unaudited)
| | |
September
30,
2026 | | |
December
31,
2025 | |
| | |
(Unaudited) | | |
| |
| Liabilities, Mezzanine Equity,
and Stockholders’ Equity (Deficit) | |
| | |
| |
| Current Liabilities | |
| | |
| |
| Accounts payable | |
$ | 2,152 | | |
$ | 5,212 | |
| Accrued expenses and other
current liabilities | |
| 6,820 | | |
| 6,556 | |
| Customer deposits | |
| 2,689 | | |
| 3,071 | |
| Warrant liability | |
| 24,459 | | |
| 22,561 | |
| Operating lease obligation,
current | |
| 635 | | |
| 550 | |
| Note payable - related party | |
| 450 | | |
| — | |
| Acquisition-related promissory
note - related party, current | |
| 726 | | |
| 7,931 | |
| Asset-based revolving line
of credit | |
| 5,928 | | |
| — | |
| Income tax payable | |
| 1,600 | | |
| — | |
| Current liabilities of discontinued
operations (Note 17) | |
| — | | |
| 1,722 | |
| Total Current
Liabilities | |
| 45,459 | | |
| 47,603 | |
| Note payable - related party | |
| — | | |
| 450 | |
| Operating lease obligation,
noncurrent | |
| 736 | | |
| 2,427 | |
| Acquisition-related promissory
note - related party, noncurrent | |
| 3,930 | | |
| — | |
| Other non-current liabilities | |
| 60 | | |
| — | |
| Non-current liabilities of
discontinued operations (Note 17) | |
| — | | |
| 322 | |
| Total Liabilities | |
| 50,185 | | |
| 50,802 | |
| Commitments
and Contingencies (Note 13) | |
| | | |
| | |
| Mezzanine
Equity | |
| | | |
| | |
| Representative and placement
agent warrants, net of issuance costs | |
| 2,701 | | |
| 2,701 | |
| Stockholders’
Equity | |
| | | |
| | |
| Preferred Stock - $0.001 par value; 5,000,000 shares
authorized | |
| — | | |
| — | |
| Series 4 Convertible Preferred Stock - $0.001 par value;
10,415 shares authorized; 1 share issued and outstanding as of September 30, 2026 and December 31, 2025 | |
| — | | |
| — | |
| Series 5 Convertible Preferred Stock - $0.001 par value;
12,000 shares authorized; 126 shares issued and outstanding as of September 30, 2026 and December 31, 2025 | |
| — | | |
| — | |
| Series 9 Convertible Preferred Stock - $0.001 par value;
20,000 shares authorized; 0 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | |
| — | | |
| — | |
| Series 10 Convertible Preferred
Stock - $0.001 par value; 25,000 shares authorized; 0 and 25,000 shares issued and outstanding as of September 30, 2026 and
December 31, 2025, respectively | |
| — | | |
| 21,793 | |
| Common Stock - $0.001 par value; 500,000,000 shares
authorized; 38,477,789 and 32,786,816 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | |
| 38 | | |
| 33 | |
| Additional paid-in capital | |
| 180,138 | | |
| 157,354 | |
| Accumulated other comprehensive
income | |
| — | | |
| 881 | |
| Accumulated deficit | |
| (174,345 | ) | |
| (162,323 | ) |
| Total Stockholders’
Equity | |
| 5,831 | | |
| 17,738 | |
| Noncontrolling interest –
Class B Units of XTI Drones Holdings, LLC | |
| 11,154 | | |
| 10,005 | |
| Total Equity | |
| 16,985 | | |
| 27,743 | |
| Total Liabilities,
Mezzanine Equity, and Equity | |
$ | 69,871 | | |
$ | 81,246 | |
XTI
Aerospace, Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(In
thousands)
(Unaudited)
| | |
Nine Months Ended
September 30, | |
| (amounts in thousands, unaudited) | |
2026 | | |
2025 | |
| Cash Flows Used in Operating Activities | |
| | |
| |
| Net loss | |
$ | (10,873 | ) | |
$ | (47,176 | ) |
| Adjustment to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 163 | | |
| 103 | |
| Amortization of intangible assets | |
| 688 | | |
| 206 | |
| Amortization of right-of-use asset | |
| 560 | | |
| 100 | |
| Non-cash interest expense, net | |
| 31 | | |
| 145 | |
| Stock-based compensation | |
| 14,037 | | |
| 7,527 | |
| Impairment of goodwill | |
| — | | |
| 4,049 | |
| Impairment of intangible assets | |
| — | | |
| 631 | |
| Loss on extinguishment of debt | |
| — | | |
| 421 | |
| Warrant issuance expense | |
| — | | |
| 6,580 | |
| Change in fair value of warrant liability | |
| (18,989 | ) | |
| 3,280 | |
| Loss on sale of Inpixon division | |
| 831 | | |
| — | |
| Other | |
| 1 | | |
| 20 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable and other receivables | |
| 1,480 | | |
| (1,293 | ) |
| Inventories | |
| (2,389 | ) | |
| 1,016 | |
| Prepaid expenses and other current assets | |
| (875 | ) | |
| 101 | |
| Other assets | |
| 35 | | |
| 287 | |
| Accounts payable | |
| (3,116 | ) | |
| (1,940 | ) |
| Related party payables | |
| — | | |
| (51 | ) |
| Accrued expenses and other current liabilities | |
| 27 | | |
| (4,600 | ) |
| Customer deposits | |
| (85 | ) | |
| 336 | |
| Operating lease obligation | |
| (529 | ) | |
| (98 | ) |
| Net Cash Used in Operating Activities | |
| (19,003 | ) | |
| (30,356 | ) |
| Cash Flows Used in Investing Activities | |
| | | |
| | |
| Purchase of property and equipment | |
| (228 | ) | |
| (126 | ) |
| Net cash paid on disposal of the Inpixon Business | |
| (694 | ) | |
| — | |
| Net Cash Used in Investing Activities | |
| (922 | ) | |
| (126 | ) |
| Cash Provided by Financing Activities | |
| | | |
| | |
| Proceeds from the exercise of liability classified warrants | |
| 7,927 | | |
| 4,061 | |
| Proceeds from other debt | |
| 60 | | |
| — | |
| Payment of offering costs and commissions in connection with exercise of liability classified warrants | |
| (488 | ) | |
| — | |
| Net proceeds from sale of common stock and pre-funded warrants via public offerings | |
| — | | |
| 57,051 | |
| Net proceeds from ATM stock offering | |
| — | | |
| 1,667 | |
| Redemption of Series 9 preferred stock | |
| — | | |
| (1,427 | ) |
| Borrowings on Asset-Based Revolving Line of Credit (Drone Nerds) | |
| 89,456 | | |
| — | |
| Repayment of borrowings on Asset-Based Revolving Line of Credit (Drone Nerds) | |
| (83,528 | ) | |
| — | |
| Payment of debt issuance costs | |
| (565 | ) | |
| — | |
| Repayments of promissory notes - related party | |
| (3,500 | ) | |
| (2,784 | ) |
| Net Cash Provided by Financing Activities | |
| 9,362 | | |
| 58,568 | |
| Effect of Foreign Exchange Rate on Changes on Cash | |
| 20 | | |
| 7 | |
| Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | |
| (10,543 | ) | |
| 28,093 | |
| Cash, Cash Equivalents and Restricted Cash - Beginning of period | |
| 16,919 | | |
| 4,105 | |
| Cash, Cash Equivalents and Restricted Cash - End of period | |
$ | 6,376 | | |
$ | 32,198 | |
XTI
Aerospace, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(In thousands)
(Unaudited)
| | |
Three
Months Ended
September 30, | | |
$ | | |
% | |
| (in thousands, except percentages) | |
2026 | | |
2025 | | |
Change | | |
Change | |
| Revenues | |
$ | 35,314 | | |
$ | 24,164 | | |
$ | 11,150 | | |
| 46 | % |
| Cost of revenues | |
| 27,637 | | |
| 19,133 | | |
| 8,504 | | |
| 44 | % |
| Gross profit | |
| 7,677 | | |
| 5,031 | | |
| 2,646 | | |
| 53 | % |
| Operating expenses | |
| 12,675 | | |
| 17,189 | | |
| (4,514 | ) | |
| (26 | )% |
| Loss from operations | |
| (4,998 | ) | |
| (12,158 | ) | |
| 7,160 | | |
| (59 | )% |
| Other expense, net | |
| 31,673 | | |
| 1,034 | | |
| 30,639 | | |
| 2963 | % |
| Income tax expense | |
| — | | |
| — | | |
| — | | |
| — | % |
| Pro forma
net income (loss) from continuing operations | |
$ | 26,675 | | |
$ | (11,124 | ) | |
$ | 37,799 | | |
| (340 | )% |
| Reconciliation
of Pro Forma EBITDA and Pro Forma Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
| Pro forma net loss from continuing
operations | |
| 26,675 | | |
| (11,124 | ) | |
| | | |
| | |
| Interest expense, net | |
| 278 | | |
| 353 | | |
| | | |
| | |
| Income tax expense | |
| — | | |
| — | | |
| | | |
| | |
| Depreciation and amortization | |
| 281 | | |
| 262 | | |
| | | |
| | |
| Pro Forma EBITDA | |
$ | 27,234 | | |
$ | (10,509 | ) | |
$ | 37,743 | | |
| (359 | )% |
| Change in fair value of warrant
liability | |
| (32,023 | ) | |
| (2,151 | ) | |
| | | |
| | |
| Severance and restructuring
charges | |
| 817 | | |
| — | | |
| | | |
| | |
| Stock-based compensation expense | |
| 5,417 | | |
| 6,283 | | |
| | | |
| | |
| Selected charges that are
unusual or non-recurring (1) | |
| 134 | | |
| 785 | | |
| | | |
| | |
| Pro Forma
Adjusted EBITDA | |
$ | 1,579 | | |
$ | (5,592 | ) | |
$ | 7,171 | | |
| (128 | )% |
| | |
| | | |
| | | |
| | | |
| | |
| Pro forma Margins: | |
| | | |
| | | |
| | | |
| | |
| Gross margin | |
| 22 | % | |
| 21 | % | |
| | | |
| | |
| Pro Forma Adjusted EBITDA
Margin | |
| 4 | % | |
| (23 | )% | |
| | | |
| | |
| (1) | Includes
warrant issue expense, change in fair value of investment, loss on extinguishment of debt,
and other adjustments that management believes are non-recurring. |
XTI
Aerospace, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(In thousands)
(Unaudited)
| | |
Nine
Months Ended
September 30, | | |
$ | | |
| |
| (in thousands, except percentages) | |
2026 | | |
2025 | | |
Change | | |
Change* | |
| Revenues | |
$ | 95,459 | | |
$ | 79,881 | | |
$ | 15,578 | | |
| 20 | % |
| Cost of revenues | |
| 76,993 | | |
| 61,575 | | |
| 15,418 | | |
| 25 | % |
| Gross profit | |
| 18,466 | | |
| 18,306 | | |
| 160 | | |
| 1 | % |
| Operating expenses | |
| 42,936 | | |
| 37,979 | | |
| 4,957 | | |
| 13 | % |
| Loss from operations | |
| (24,470 | ) | |
| (19,673 | ) | |
| (4,797 | ) | |
| 24 | % |
| Other expense, net | |
| 18,549 | | |
| (11,989 | ) | |
| 30,538 | | |
| (255 | )% |
| Income tax benefit | |
| — | | |
| 6 | | |
| (6 | ) | |
| (100 | )% |
| Pro forma
net loss from continuing operations | |
$ | (5,921 | ) | |
$ | (31,656 | ) | |
$ | 25,735 | | |
| (81 | )% |
| Reconciliation
of Pro Forma EBITDA and Pro Forma Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | |
| Pro forma net loss from continuing
operations | |
| (5,921 | ) | |
| (31,656 | ) | |
| | | |
| | |
| Interest expense, net | |
| 580 | | |
| 1,434 | | |
| | | |
| | |
| Income tax benefit | |
| — | | |
| (6 | ) | |
| | | |
| | |
| Depreciation and amortization | |
| 831 | | |
| 781 | | |
| | | |
| | |
| Pro Forma EBITDA | |
$ | (4,510 | ) | |
$ | (29,447 | ) | |
$ | 24,937 | | |
| (85 | )% |
| Change in fair value of warrant
liability | |
| (18,989 | ) | |
| 3,280 | | |
| | | |
| | |
| Severance and restructuring
charges | |
| 1,171 | | |
| — | | |
| | | |
| | |
| Stock-based compensation expense | |
| 13,866 | | |
| 7,362 | | |
| | | |
| | |
| Selected charges that are
unusual or non- recurring (1) | |
| 224 | | |
| 7,345 | (1) | |
| | |
| | |
| Pro Forma
Adjusted EBITDA | |
$ | (8,238 | ) | |
$ | (11,460 | ) | |
$ | 3,222 | | |
| (28 | )% |
| | |
| | | |
| | | |
| | | |
| | |
| Pro forma Margins: | |
| | | |
| | | |
| | | |
| | |
| Gross margin | |
| 19 | % | |
| 23 | % | |
| | | |
| | |
| Pro Forma Adjusted EBITDA
Margin | |
| (9 | )% | |
| (14 | )% | |
| | | |
| | |
| (1) | Includes
warrant issue expense, change in fair value of investment, loss on extinguishment of debt,
and other adjustments that management believes are non-recurring. |
Schedule
1
XTI Aerospace, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
(In thousands)
(Unaudited)
EBITDA
and Adjusted EBITDA
XTI
Aerospace defines EBITDA as net income (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined
as EBITDA adjusted for certain items including, (i) non-cash stock-based compensation expense; (ii) severance and restructuring charges;
(iii) change in the fair value of warrant liability; and (iv) selected charges that are unusual or non-recurring.
The
Company believes that EBITDA and Adjusted EBITDA financial measures assist our board of directors, management, investors, and lenders
in comparing our operating performance and establishing operational goals on a consistent basis across periods by removing the effects
of our capital structure and other items that impact the comparability of financial results from period to period. We present EBITDA
and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition
to measures calculated under GAAP. EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered in isolation
or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed
in the same manner as similarly titled measures used by other companies. The most comparable GAAP financial measures, net income, and
information reconciling the GAAP and non-GAAP financial measures are included in the table below:
| | |
Three
Months Ended
September 30, | | |
Nine
Months Ended
September 30, | |
| (in thousands) | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net income (loss)
from continuing operations | |
$ | 26,675 | | |
$ | (12,478 | ) | |
$ | (5,921 | ) | |
$ | (38,685 | ) |
| Interest expense, net | |
| 278 | | |
| 1 | | |
| 580 | | |
| 219 | |
| Income tax benefit | |
| — | | |
| — | | |
| — | | |
| (6 | ) |
| Depreciation and amortization | |
| 281 | | |
| 24 | | |
| 831 | | |
| 66 | |
| EBITDA | |
$ | 27,234 | | |
$ | (12,453 | ) | |
$ | (4,510 | ) | |
$ | (38,406 | ) |
| Change in fair value of warrant
liability | |
| (32,023 | ) | |
| (2,151 | ) | |
| (18,989 | ) | |
| 3,280 | |
| Severance and restructuring
charges | |
| 817 | | |
| — | | |
| 1,171 | | |
| — | |
| Stock-based compensation expense | |
| 5,417 | | |
| 6,283 | | |
| 13,866 | | |
| 7,362 | |
| Selected charges that are
unusual or non-recurring (1) | |
| 134 | | |
| 785 | | |
| 224 | | |
| 7,345 | |
| Adjusted
EBITDA | |
$ | 1,579 | | |
$ | (7,536 | ) | |
$ | (8,238 | ) | |
$ | (20,419 | ) |
| (1) | Includes
warrant issue expense, change in fair value of investment, loss on extinguishment of debt,
and other adjustments that management believes are non-recurring. |
SOURCE
XTI
Aerospace, Inc.
