Can XTI Aerospace (XTIA) stockholders still act by written consent?

Under the amended and restated bylaws, stockholders may not take action by written consent in lieu of a meeting. Stockholder actions must be taken at duly called meetings, consistent with the updated governance framework.

XTI Aerospace (XTIA) overhauls bylaws with new stockholder and forum rules

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

XTI Aerospace, Inc. updated its corporate bylaws after approval by its board of directors on August 13, 2025. The amended and restated bylaws are intended to modernize and clarify the company’s governance framework and align it with common practice among publicly traded Nevada corporations.

Key changes include new advance notice rules governing how stockholders may nominate directors or bring other business before meetings, removal of the prior cap on the maximum number of directors, and a requirement that stockholder actions occur at meetings rather than by written consent. The bylaws also introduce exclusive forum provisions, directing certain corporate disputes to designated Nevada courts and Securities Act claims to U.S. federal district courts unless the company agrees in writing to a different forum.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 08/19/2025 - 05:01 PM

FAQ

What governance changes did XTI Aerospace (XTIA) make in its bylaws?

The board adopted amended and restated bylaws that modernize and clarify the company’s governance. Changes include advance notice requirements for stockholder proposals, removal of the cap on the maximum number of directors, restrictions on stockholder action by written consent, and new exclusive forum provisions for certain legal claims.

How do the new advance notice provisions affect XTI Aerospace (XTIA) stockholders?

The bylaws now set procedural mechanics and disclosure requirements for stockholders who wish to nominate director candidates or submit other business at meetings. Stockholders must follow these advance notice rules for their nominations or proposals to be considered in accordance with the updated bylaws.

What exclusive forum provisions did XTI Aerospace (XTIA) adopt?

Unless the company consents in writing to another forum, certain corporate actions—such as derivative suits or claims for breach of fiduciary duty by directors, officers, or employees—must be brought in specified Nevada courts. In addition, complaints asserting causes of action under the Securities Act of 1933 must be filed in U.S. federal district courts.

Did XTI Aerospace (XTIA) change the size of its board of directors?

The amended bylaws remove the limit on the maximum number of directors that may serve on the board. This gives the company flexibility to adjust the board’s size within the bounds of applicable law and its governing documents.

Where can investors find the full text of XTI Aerospace’s amended bylaws?

The complete amended and restated bylaws are available as Exhibit 3.1, identified as the Amended and Restated Bylaws of XTI Aerospace, Inc., effective as of August 13, 2025, which are incorporated by reference from the company’s Quarterly Report on Form 10-Q filed on August 14, 2025.

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

Source: View Original Filing on SEC EDGAR