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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 10, 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 8.01. Other Events.
On September 10, 2025, XTI
Aerospace, Inc. (the “Company”) filed a Certificate of Formation with the State of Texas for a new wholly-owned subsidiary
of the Company, XTI Drones, LLC. The formation of XTI Drones, LLC is intended to support and further the Company’s publicly disclosed
corporate strategy, which includes exploring opportunities in the Vertical Economy™.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form
8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, statements regarding the Company’s corporate strategy and the anticipated benefits of forming XTI Drones, LLC.
The words “intend,” “may,” “should,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue”
or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking
statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance
or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Important factors
that could cause actual results to differ include, without limitation, changes in market demand for drone and vertical takeoff and landing
(VTOL) technology, changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance
related to such environment. For information about the factors that could cause such differences, please refer to the Company’s
filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. The Company assumes no obligation to update any forward-looking statement.
Item 9.01 Financial Statements and 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 11, 2025 |
By: |
/s/ Brooke Turk |
| |
Name: |
Brooke Turk |
| |
Title: |
Chief Financial Officer |
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