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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):
August 13, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On August 13, 2025, the board of directors (the “Board”) of
XTI Aerospace, Inc. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Amended
and Restated Bylaws”), effective on such date. The Amended and Restated Bylaws modernize and clarify the Company’s bylaws
and align the provisions of the Company’s bylaws with common practice among publicly-traded Nevada corporations. Among other things,
the amendments effected by the Amended and Restated Bylaws: (i) establish advance notice provisions regarding procedural mechanics and
disclosure requirements applicable to stockholder nominations of director candidates and submissions of proposals regarding other business,
(ii) remove the limit on the maximum number of directors on the Board, (iii) provide that stockholders may not take action by written
consent in lieu of a meeting, (iv) unless the Company consents in writing to the selection of an alternative forum, designate the Eighth
Judicial District Court of Clark County, Nevada (or if the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction,
then any other state district court located within the State of Nevada or, if no district court located within the State of Nevada has
jurisdiction, then any federal court located in the State of Nevada) as the sole and exclusive forum for certain actions, including, but
not limited to, derivative actions or proceedings brought on behalf of the Company or actions asserting claims of breach of a fiduciary
duty owed by any of the Company’s directors, officers or employees to the Company or its stockholders, and (v) unless the Company
consents in writing to the selection of an alternative forum, designate the federal district courts of the United States of America as
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The foregoing summary of,
and the description of the revisions to, the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Bylaws of XTI Aerospace, Inc., effective as of August 13, 2025 (incorporated by reference to Exhibit 3.21 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2025) |
| 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: August 19, 2025 |
By: |
/s/ Brooke Turk |
| |
Name: |
Brooke Turk |
| |
Title: |
Chief Financial Officer |
2
