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

Rhea-AI Filing Summary

Safety Shot, Inc. (Nasdaq: SHOT) filed an 8-K on 9 July 2025 disclosing that, on 3 July 2025, it entered into a Securities Purchase Agreement with one accredited investor.

• Shares issued: 844,594 common shares ("PIPE Shares")
• Purchase price: $0.296 per share
• Discount: 20 % below the 3 July 2025 closing price
• Gross proceeds: $250,000
• Exhibit: Form of SPA filed as Exhibit 10.1

The transaction is a small private investment in public equity (PIPE). It provides immediate cash but also dilutes existing shareholders because the shares are sold below market. No other material covenants, use-of-proceeds details, or warrant issuances are described in the filing.

Positive

• Provides $250,000 in immediate cash, enhancing near-term liquidity
• Formal disclosure via Exhibit 10.1 increases transparency surrounding the transaction

Negative

• Creates dilution by issuing 844,594 new shares at a 20 % discount to market
• Small raise size suggests limited capital impact relative to potential funding needs

Insights

Financial Analyst

TL;DR: $250k cash infusion offsets liquidity needs but discounted share issuance dilutes holders; overall neutral.

The company raises $250,000 by issuing 844,594 shares at $0.296 (20 % discount). While the cash extends runway, the modest size and below-market pricing limit upside. With no guidance on use of proceeds, the event neither meaningfully strengthens the balance sheet nor signals distress, resulting in a neutral valuation impact.

Corporate Governance Expert

TL;DR: Single-investor PIPE at a steep discount raises dilution and governance concerns but is immaterial in scale.

Selling equity to one accredited investor without shareholder approval concentrates influence and sets a discounted pricing benchmark. However, the board fulfilled disclosure duties by filing the SPA. Given the limited dollar amount, governance risk is contained, leading to a neutral assessment.

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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 9, 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 July 9, 2025, XTI Aerospace, Inc. (the “Company”) closed a partial exercise of the over-allotment option granted to the underwriter of its public offering of common stock, pre-funded warrants and common warrants that closed on June 26, 2025. The option was exercised for 151,005 shares of common stock at the public offering price of $1.75 per share. Following the partial exercise of the over-allotment option, the over-allotment option has been fully exercised and the Company sold a total of 10,514,000 shares of common stock (or pre-funded warrants in lieu thereof) in the offering, generating gross proceeds of approximately $18.4 million, prior to the deduction of underwriting discounts, commissions, and estimated offering expenses.

The Company also issued additional warrants to the underwriter to purchase an aggregate of 7,551 shares of common stock at an exercise price of $2.1875 per share, subject to adjustments, with the same terms as the warrants issued in connection with the initial closing of the offering.

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

What did Safety Shot (SHOT) disclose in its latest 8-K filing?

The company entered into a Securities Purchase Agreement to sell 844,594 shares for $250,000 at $0.296 per share.

How many shares were issued in Safety Shot's PIPE transaction?

844,594 common shares were issued to one accredited investor.

What was the purchase price of the PIPE shares?

Each share was sold for $0.296, a 20 % discount to the 3 July 2025 closing price.

How much capital did Safety Shot raise through the PIPE?

The transaction generated $250,000 in gross proceeds.

Where can investors review the full Securities Purchase Agreement?

The agreement is filed as Exhibit 10.1 to the 8-K and is incorporated by reference.