[8-K] XTI Aerospace, Inc. Reports Material Event

Rhea-AI Filing Summary

Sonim Technologies (NASDAQ: SONM) filed additional definitive proxy materials (Form DEFA14A) dated 8 July 2025. The document contains internal e-mails urging employees, friends and family who own SONM shares to vote before the 17 July 2025, 11:59 p.m. ET deadline using the WHITE proxy card. Proxy-solicitation support is provided by Sodali, whose contact details and toll-free numbers are included.

The filing repeats that a definitive proxy statement for the 2025 Annual Meeting is already on file with the SEC and available free of charge via the SEC and Sonim investor-relations websites. Stockholders are encouraged to read that statement in full.

Sonim also references a non-binding letter of intent (LOI) for a proposed strategic transaction involving Orbic. A separate proxy statement will be filed for a future special meeting should a definitive agreement be executed. No terms, valuation, or timing details are provided.

A lengthy forward-looking-statement disclaimer lists multiple risks: (i) the LOI may never convert to a binding agreement, (ii) shareholder and regulatory approvals may fail, (iii) the company may need a reverse stock-split to maintain Nasdaq listing, (iv) the proxy contest could replace the current board and end the transaction, and (v) potential litigation and cost overruns. No new operational or financial metrics are disclosed.

In essence, the filing is a routine proxy-solicitation communication designed to maximise voting participation and comply with SEC rules; it does not materially alter the investment thesis or provide incremental financial information.

Positive

• Active shareholder engagement: Management is proactively mobilising votes via Sodali, signalling commitment to securing support for strategic initiatives.
• Regulatory compliance: Timely filing of DEFA14A and reiteration of document availability reduces procedural risk associated with the upcoming annual meeting.

Negative

• Transaction uncertainty: The LOI with Orbic may not progress to a definitive agreement, leaving strategic direction unresolved.
• Listing risk: Sonim warns it may need a reverse stock-split to retain Nasdaq listing, highlighting potential share-price pressure.
• Proxy-contest threat: A change in board control could terminate the proposed transaction, adding governance instability.
• No financial disclosure: The filing provides no new revenue, earnings, or valuation data, limiting investor visibility.

Insights

Corporate Governance Expert

TL;DR: Standard proxy reminder; encourages WHITE-card votes; minimal incremental disclosure; governance impact low.

This DEFA14A is largely housekeeping: it mobilises internal and affiliated shareholders ahead of the 17 July annual-meeting deadline and satisfies Rule 14a-6 disclosure obligations. The communication clarifies that Sodali is the authorised proxy solicitor and restates the availability of the definitive proxy statement. No changes to board composition, compensation plans, or by-law amendments are proposed here. The emphasis on the WHITE card hints at an ongoing proxy contest, but the filing itself does not advance or resolve governance disputes. From a governance perspective, the content is neutral; it neither strengthens nor weakens shareholder rights beyond standard practice.

M&A Specialist

TL;DR: Proposed Orbic deal still at LOI stage; risks high; no valuation specifics; investor impact limited for now.

The document briefly notes a potential transaction with Orbic but offers no economics, timing, or structural details. The forward-looking section enumerates significant execution risks—board turnover, delisting pressure, litigation—which underscore how preliminary the LOI remains. Without a signed definitive agreement or disclosed consideration, investors cannot assess deal accretion or dilution. As such, the filing does not materially shift M&A expectations; it merely preserves optionality while reminding shareholders to stay engaged. Until concrete terms surface, the market impact is neutral to low.

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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): July 8, 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.

As previously disclosed, on or about August 1, 2024, Chardan Capital Markets LLC (“Chardan”) commenced an arbitration (the “Arbitration”) before the Financial Industry Regulatory Authority against XTI Aerospace, Inc. (the “Company”) and its subsidiary, XTI Aircraft Company (“Aircraft”), related to an engagement letter, dated as of June 7, 2022, by and between Chardan and Aircraft, as amended (the “Engagement Letter”). The Company filed a petition in the U.S. District Court for the Southern District of New York (the “Court”) seeking to stay the Arbitration to the extent that it was asserted against the Company. On or about January 21, 2025, the Court entered a final judgment that: (a) enjoined Chardan from prosecuting the Arbitration against the Company; and (b) declared that the Company has no contractual or other duty to arbitrate with Chardan. On or about April 30, 2025, Chardan filed an Amended Statement of Claim (the “ASOC”) that eliminated the Company as a party to the Arbitration and that was asserted solely against Aircraft. On or about June 13, 2025, Aircraft filed an answer to the ASOC and counterclaims against Chardan for breach of contract.

On July 8, 2025, Chardan, on the one hand, and the Company and Aircraft, on the other hand, entered into a settlement agreement (the “Settlement Agreement”), pursuant to which the parties agreed to resolve and settle all claims and matters between them. Pursuant to the Settlement Agreement, simultaneous with the execution thereof, (i) Chardan, the Company and Aircraft entered into a mutual release, pursuant to which, Chardan, on the one hand, and the Company and Aircraft, on the other hand, released each other from all claims against each other, including all claims related to the Arbitration, and (ii) counsel for the parties executed a joint stipulation whereby Chardan and Aircraft agreed to dismiss with prejudice all claims asserted against each other with respect to the Arbitration, which will be filed in the Arbitration. None of the parties made any payments in connection with the Settlement Agreement and, pursuant to the Settlement Agreement, the parties agreed that none of the parties owes each other any amount or debt. Pursuant to the Settlement Agreement, the parties also agreed that the Engagement Letter is terminated and is of no further force or effect.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: July 9, 2025	By:	/s/ Brooke Turk
	Name:	Brooke Turk
	Title:	Chief Financial Officer

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FAQ

When does proxy voting for Sonim (SONM) close?

Voting closes on 17 July 2025 at 11:59 p.m. Eastern Time.

Which proxy card should Sonim shareholders use?

The company requests votes be cast on the WHITE proxy card included with the definitive proxy statement.

Who can assist with questions about voting SONM shares?

Sonim's proxy solicitor Sodali can be reached at (800) 662-5200 or SONM@investor.sodali.com for shareholder assistance.

Is there an active transaction involving Sonim Technologies?

Yes, Sonim references a non-binding LOI with Orbic, but no definitive agreement or terms have been announced.

Where can investors access Sonim’s definitive proxy statement?

Free copies are available on the SEC website (www.sec.gov) and Sonim’s investor-relations site at https://ir.sonimtech.com/sec-filings/all-sec-filings.

What are the key risks highlighted in the filing?

Risks include deal failure, Nasdaq-listing challenges, potential reverse split, proxy-contest outcomes, and litigation related to the proposed transaction.