Every 8-K that XTI Aerospace, Inc. (XTIA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XTIA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XTIA filings page.
XTI Aerospace, Inc. appointed Dr. Allan Evans a Class I director and Board chairman effective October 14, 2026, filling a vacancy; his term ends at the 2027 annual meeting. Jonathan G. Ornstein, formerly interim chairman, becomes vice chairman, returning the Board to five members.
Evans will receive a $50,000 annual cash retainer, payable quarterly in arrears, expense reimbursement, and annual stock options with a Black-Scholes-based fair market value equal to that retainer. Grants are scheduled within 90 days after each fiscal year-end or on another date approved by the Board or an authorized committee. XTI expects to enter a director services agreement.
Evans is CEO and a director of Unusual Machines, which purchased 25,000 shares of XTI’s Series 10 Convertible Preferred Stock for $25.0 million on November 12, 2025. After stockholder approval, the shares automatically converted on January 5, 2026 into 1,721,980 common shares and a pre-funded warrant to purchase 15,307,735 common shares. As of October 14, 2026, Unusual Machines beneficially owned approximately 4.99% of XTI’s outstanding common stock; the warrant carries the same 4.99% beneficial ownership limitation. Since November 10, 2025, Unusual Machines paid XTI subsidiary Drone Nerds approximately $1.1 million for parts and components on terms consistent with those offered to other customers.
XTI Aerospace, Inc. anticipates reporting preliminary, unaudited revenue of approximately $32.4 million, gross profit of approximately $5.6 million, and a loss from operations of approximately $9.1 million for the quarter ended June 30, 2026. The estimates remain subject to completion of financial closing procedures and review by the company’s independent registered public accounting firm, and actual results may differ.
The company reported that its board committee completed an internal review initiated in July 2026 and that no financial misstatements were discovered. XTI is on track to file its Form 10-Q by October 26, 2026, and intends to implement governance enhancements under board oversight. It withdrew its previously issued 2026 financial guidance and expects a comprehensive update at a later date. XTI also expects its 10-Q to disclose substantial doubt about its ability to continue as a going concern.
XTI Aerospace, Inc. (XTIA) disclosed that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Form 10‑Q for the quarter ended June 30, 2026 has not been filed. The delay stems from an ongoing internal review related to the former Chief Executive Officer and corporate governance matters, and the company cannot estimate when the review or the Form 10‑Q filing will be completed.
The Nasdaq notice gives XTI Aerospace 60 calendar days from August 26, 2026, or until October 26, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant up to 180 calendar days from the Form 10‑Q due date, or until February 22, 2027, for the company to become current, including subsequent reports due within that period. The notice has no immediate effect on the listing of XTIA on the Nasdaq Capital Market, but the company warns there is no assurance it will file in time, that any compliance plan will be accepted, or that an appeal would succeed.
XTI Aerospace also reiterates prior disclosure that it expects the delayed Form 10‑Q to report substantial doubt about its ability to continue as a going concern, highlighting significant financial and reporting risk alongside the listing deficiency.
XTI Aerospace, Inc. reported an executive leadership transition and related governance actions. Scott Pomeroy resigned as Chairman, Chief Executive Officer and director on August 17, 2026, receiving a $200,000 separation payment and immediate vesting of options to acquire 2,000,000 shares of common stock under a Separation and Release of Claims Agreement that includes mutual releases with a carveout for any unlawful conduct discovered in a pending internal review.
The board formed a committee of independent directors, with independent counsel, to conduct an internal review of matters relating to Pomeroy and related corporate governance matters, and is evaluating implications for disclosures and controls, while stating it does not currently believe previously issued financial statements are affected. The board elected Jonathan Ornstein as Interim Chairman and appointed Jeremy Schneiderman, CEO of subsidiary Drone Nerds, as Interim CEO. Schneiderman’s existing employment agreement provides a $400,000 annual base salary, potential performance bonuses up to 400%–500% of base salary, and severance equal to 12 times his then-current monthly base salary plus $25,000 if terminated without Cause or he resigns for Sufficient Reason, along with potential accelerated option vesting and benefits continuation. Related to the 2025 Drone Nerds acquisition, entities in which Schneiderman has an economic interest hold Notes originally totaling about $11.9 million, with $4,430,744 in principal outstanding at 7.25% interest and 6,524,576 Class B Units (representing 16.597% of XTI Drones Holdings, LLC) that are convertible one-for-one into XTI common stock and will automatically exchange into common stock in February 2027. The company also disclosed that the leadership change and governance review led to the filing of a Form 12b-25 for a delayed Form 10-Q for the quarter ended June 30, 2026.
XTI Aerospace, Inc. has changed its external auditor. The company dismissed CBIZ CPAs P.C. as principal accountants effective June 26, 2026 and engaged KPMG LLP as its new principal accountants, following approval by the Board’s Audit Committee.
For the year ended December 31, 2025, CBIZ’s audit report contained no adverse opinion, disclaimer of opinion, or qualifications regarding uncertainty, audit scope, or accounting principles. The company reports no disagreements or reportable events with CBIZ during its tenure and states that it did not consult KPMG on accounting matters or potential audit opinions before this engagement.
XTI Aerospace reported first-quarter 2026 results, led by its Drone Nerds unmanned aircraft solutions platform. Revenue was $27.7 million, with gross profit of $5.1 million and a gross margin of 18.6%. On a supplemental pro forma basis, revenue declined about 9% versus the prior-year quarter, largely due to unusual timing of customer purchases around supply constraints and anticipated FCC actions.
The company posted a net loss from continuing operations of $31.7 million, driven mainly by a $21.4 million non-cash loss from changes in warrant liability. Adjusted EBITDA loss improved to about $4.9 million, roughly half the fourth-quarter 2025 level, reflecting cost reductions and restructuring.
As of March 31, 2026, XTI held $15.2 million in unrestricted cash and $10.6 million of total debt, with a $20 million asset-based credit facility of which $4.6 million was drawn and $8.1 million remained available on the borrowing base. Management guides to full-year 2026 revenue of approximately $160 million or greater, gross margins of 19%–21%, and UAS EBITDA margins of 9%–10%, and expects to turn from cash burn to positive operating cash flow in the third quarter of 2026.
XTI Aerospace reported its fourth quarter and full year 2025 results, reflecting the first contribution from its November acquisition of Drone Nerds. GAAP revenue for 2025 was $22.5 million, all generated in the seven weeks following the closing, with gross profit of $4.9 million and a gross margin of about 22%.
The company recorded a full year net loss of $68.5 million, wider than 2024 due to higher general and administrative costs, transaction expenses, and financing-related charges, while discontinued operations also weighed on results. On a pro forma basis including Drone Nerds for all of 2025, revenue reached $121.6 million with pro forma gross margin improving to 22.0% from 15.6% in 2024.
XTI ended 2025 with $16.7 million in unrestricted cash and $8.4 million of total debt, then raised about $7.9 million from warrant exercises and added a $20 million JPMorgan asset-based credit facility in early 2026. Management is targeting at least $160 million of 2026 revenue, driven by growth in its Drone Nerds UAS platform and new autonomous defense initiatives.
XTI Aerospace, Inc. reported that its wholly owned subsidiary, XTI Drones, LLC, has formed a new Texas limited liability company named XTI Drones - Defense, LLC. This new entity is a direct subsidiary of XTI Drones, LLC and an indirect wholly owned subsidiary of XTI Aerospace.
The company states that forming XTI Drones - Defense, LLC is intended to support and further its publicly disclosed corporate strategy, which includes exploring opportunities in the Vertical Economy™, such as drones, unmanned aerial systems and vertical takeoff and landing technology.
XTI Aerospace, Inc. entered into a new asset-based revolving credit facility through subsidiaries Drone Nerds and Anzu Robotics with JPMorgan Chase Bank. The secured facility provides up to $20 million of borrowing capacity, tied to eligible receivables and inventory, and matures on February 11, 2029.
The company can use the facility for general corporate purposes, refinancing existing debt and paying acquisition-related obligations, including repaying $10.5 million of prior loans from XTI to the borrowers. Borrowings accrue interest at a variable CBFR rate plus a 2% margin, with higher default and protective advance rates.
The agreement includes customary covenants and events of default and is guaranteed and secured by substantially all assets of the loan parties. A key covenant requires a minimum fixed charge coverage ratio of 1.0x, with a limited equity cure option, which places ongoing performance and leverage discipline on the Drone Nerds platform and related entities.
XTI Aerospace filed an amended report to add unaudited pro forma financial information showing the impact of selling its Inpixon Business and acquiring Drone Nerds. The company bought Drone Nerds for $40.0 million, using $20.0 million in cash, $10.3 million of promissory notes and $9.7 million of equity.
The pro formas remove Inpixon’s revenues and costs and combine XTI with Drone Nerds for 2024 and the nine months ended September 30, 2025. For 2024, pro forma combined revenues are $111.2 million with a net loss attributable to common stockholders of $34.3 million. For the nine months ended September 30, 2025, pro forma combined revenues are $79.8 million with a net loss attributable to common stockholders of $31.7 million.
The filing also reflects a $2.0 million convertible note investment in Valkyrie Sciences Holdings LLC and post‑acquisition financing, including a $25.0 million Series 10 Preferred equity raise that converted into 1,721,980 common shares and pre‑funded warrants for 15,307,735 shares, producing about $22.7 million in net proceeds.
XTI Aerospace, Inc. filed a current report to note that it is presenting an Investor Town Hall Webinar at 4:30 p.m. Eastern Time on February 5, 2026. During this event, the company is using a slide deck referred to as an Investor Presentation.
A replay of the webinar will be available for 30 days on the company’s website under the “IR News & Events” section of the Investors page. The slide deck is furnished as Exhibit 99.1 to this report and is not treated as filed for liability purposes under the Exchange Act.
XTI Aerospace, Inc. completed the disposition of its Inpixon Business, selling all shares of Inpixon GmbH to EVO 467. GmbH for a deferred purchase price of EUR 4,640,000 (approximately $5,475,000) bearing 5% annual interest until the fourth anniversary of closing. The structure includes an Unwind Option allowing XTI, during a specified 15‑month window, to reclaim all Inpixon shares without additional consideration, in which case any unpaid purchase price is forgiven; if the option expires unexercised, unpaid amounts are also forgiven. Immediately before signing, XTI eliminated a shareholder loan to Inpixon with principal of EUR 13,193,326.47 through a mix of capital contribution and waiver. XTI also agreed transition services, non‑compete covenants and receivables collection mechanics.
In connection with the planned disposition, Soumya Das resigned as director and division CEO under a separation agreement providing cash payments including one year of base salary of $312,000 and one year of target bonus of $300,000, plus option vesting and COBRA costs. Effective February 1, 2026, the board appointed Jonathan G. Ornstein as an independent Class I director and committee member, with cash retainers, reimbursed expenses and annual equity grants under the company’s incentive plan.
XTI Aerospace, Inc. filed a current report to share updated financial details related to its previously completed acquisitions of Drone Nerds, LLC and Anzu Robotics, LLC. The filing provides unaudited condensed consolidated financial statements of Drone Nerds, Inc. as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024.
The report also includes unaudited pro forma condensed combined financial information for XTI Aerospace as of and for the nine months ended September 30, 2025, giving effect to the acquisitions. This updated financial information is intended to be available for incorporation into any registration statements or amendments the company may file.
XTI Aerospace, Inc. reported that its Series 10 Convertible Preferred Stock, previously sold to Unusual Machines, Inc. for $25,000,000, automatically converted after shareholder approval into 1,721,980 shares of common stock and a pre-funded warrant for 15,307,735 additional shares. The warrant is immediately exercisable at $0.0001 per share, with the price treated as prepaid, and includes a beneficial ownership cap of 4.99% or, at the holder’s election, 9.99%. As of January 5, 2026, common shares outstanding were 34,508,796.
The company also entered a new employment agreement with Chief Strategy Officer Tobin Arthur, providing a $600,000 annual base salary, potential quarterly bonuses up to 100% of salary, and a $250,000 continuation bonus. On January 5, 2026, he received options for 1,512,200 shares at an exercise price of $1.58 per share, with one-third vesting immediately and the rest vesting quarterly over two years, alongside substantial severance and change-in-control protections.
XTI Aerospace, Inc. reported that it has released a press release covering its financial results for the quarter ended September 30, 2025. The company also announced that it has filed its Quarterly Report on Form 10-Q for this same period, which provides more detailed financial and business information.
The press release, dated November 19, 2025, is furnished as an exhibit to this report and is not treated as formally filed under securities laws. This means the information is being made available to investors but is not subject to certain liability provisions unless specifically incorporated into other filings.
XTI Aerospace (XTIA) announced it has postponed its 2025 Annual Meeting of Stockholders. The meeting, originally planned for November 14, 2025, is now scheduled for December 30, 2025.
The company disclosed the change via an 8-K and attached a press release as Exhibit 99.1. XTIA’s common stock trades on the Nasdaq Capital Market under the symbol XTIA.
XTI Aerospace (XTIA) completed two acquisitions, buying 100% of Drone Nerds, LLC and Anzu Robotics, LLC on November 10, 2025. Consideration included cash payments of $16,727,356 for Drone Nerds and $1,442,446.80 for Anzu, seller notes of $10,976,284.58 and $954,459.53 at 7.25% interest, and Class B units valued at $8,955,894.25 (6,002,610 units) and $778,773.41 (521,966 units), respectively. The seller notes include scheduled repayments through September 30, 2026, with all remaining principal and interest due within one year of issuance, and may accelerate after aggregate capital raises of $40 million or more, subject to stated limits.
XTIA also closed a $25 million private placement of Series 10 Convertible Preferred Stock (25,000 shares at $1,000 each) with a 12.0% cumulative dividend and an initial conversion price of $1.492 per share, contingent on shareholder approval under Nasdaq Rule 5635. Beneficial ownership is capped at 4.99% (or 9.99% at holder election), with a pre-funded warrant alternative. ThinkEquity earned a 7.0% cash fee and received warrants to purchase 837,801 shares at $1.492. Following closing, the company disclosed that the acquisitions triggered a change-of-control default under a $25.0 million secured revolving credit facility; outstanding borrowings were approximately $9.2 million as of November 11, 2025.
XTI Aerospace (XTIA) furnished an updated corporate presentation under Item 7.01 (Regulation FD). The presentation is attached as Exhibit 99.1 and will be available on the company’s investor relations website under Company Info > Presentations.
The information under Item 7.01, including Exhibit 99.1, is furnished, not filed, and is not subject to Section 18 liabilities, nor incorporated by reference unless specifically stated.
XTI Aerospace entered a material definitive agreement, making a $2 million strategic investment in Valkyrie Sciences Holdings LLC via a convertible promissory note.
The note bears 10% annual interest, payable at maturity on December 31, 2026, with no prepayment by Valkyrie without XTI’s consent. XTI may convert the remaining balance into equity upon a Qualified Financing at the same price paid by new investors. If a Sale occurs, XTI can take repayment or convert at a price based on the issuer’s valuation, capped by a $65 million valuation cap. An additional option allows conversion of at least 25% of the balance into an Andromeda SAFE, subject to a cap at Valkyrie’s reasonable discretion.
Protections include MFN terms, a Right of First Offer up to the lesser of 50% or $10 million of new securities during the ROFO period, and a Right of Participation in offerings up to $50 million in aggregate (max 30% per offering). Default interest increases to 18%. XTI also engaged an affiliate, Valkyrie Intelligence LLC, for data science and strategy services for $600,000 from October 1, 2025 through January 23, 2026.
XTI Aerospace (XTIA) updated its equity compensation terms. The board approved extending the post‑termination exercise window for vested stock options granted (or to be granted) under the 2018 Employee Stock Incentive Plan to CEO Scott Pomeroy, RTLS Division CEO Soumya Das, and independent directors. Instead of three months after service ends, eligible holders may exercise until the option’s expiration date, provided the separation is not for cause and not due to death or total disability, and the grantee agrees in writing.
The filing lists current grants: Scott Pomeroy holds 2,537 incentive options at $118.25 and 8,714 non‑qualified options at $118.25 (both expiring June 12, 2034), plus 2,621,100 non‑qualified options at $2.00 expiring September 4, 2035. Soumya Das holds 2,537 incentive options at $118.25 and 1,364 non‑qualified options at $118.25 (both expiring June 12, 2034), plus 78,000 non‑qualified options at $2.00 expiring September 4, 2035.
XTI Aerospace, Inc. has scheduled its 2025 Annual Meeting of Stockholders for November 14, 2025 as a virtual meeting. Stockholders of record at the close of business on September 17, 2025 will be entitled to receive notice of and vote at the meeting.
Stockholders who want to have proposals included in the company’s proxy materials under SEC Rule 14a-8, or who wish to bring other business or nominate directors under the company’s bylaws, must ensure the company’s Secretary receives their written submissions at the principal executive offices by the close of business on September 27, 2025. The same September 27, 2025 deadline applies to notices required under Rule 14a-19 for stockholders intending to solicit proxies in support of their own director nominees.
XTI Aerospace appointed Michael A. Tapp as Chief Operating Officer effective September 1, 2025, under a three-year employment agreement with an annualized base salary of $600,000 and eligibility for quarterly performance bonuses up to 100% of base salary.
If the company completes an acquisition or investment transaction with consideration of at least $10 million, Mr. Tapp earns an additional bonus equal to 25% of his then-current base salary. Upon certain terminations without cause or for good reason, he is entitled to salary, bonus-based severance, accelerated vesting of equity and continued benefits, with larger protections if a change in control occurs.
The compensation committee also granted stock options with a $2.00 per-share exercise price, including 2,621,100 options to CEO Scott Pomeroy, 1,512,200 each to CFO Brooke Turk and Chief Strategy Officer Tobin Arthur, 78,000 to RTLS division CEO Soumya Das, and 1,613,000 to Mr. Tapp, one-third vesting immediately and the rest over two years. The amendment further specifies $475,000 in consulting fees previously earned by an entity owned and controlled by Mr. Tapp.
XTI Aerospace, Inc. has formed a new wholly owned subsidiary, XTI Drones, LLC, by filing a Certificate of Formation with the State of Texas on September 10, 2025. This new subsidiary is intended to support and further the company’s publicly disclosed corporate strategy, which includes exploring opportunities in what it calls the Vertical Economy™, encompassing areas such as drone and vertical takeoff and landing (VTOL) technology. The company notes that statements about its strategy and the anticipated benefits of forming XTI Drones, LLC are forward-looking and subject to risks including market demand, regulatory changes, and compliance complexities.
XTI Aerospace, Inc. appointed Michael A. Tapp as Chief Operating Officer effective September 1, 2025, under a three-year employment agreement with automatic one-year renewals. He will receive a base salary of $600,000, potential quarterly performance bonuses of up to 100% of base salary in total, and a 25% of base salary bonus for qualifying acquisitions of at least $10 million.
If terminated without cause or if he resigns for good reason, Mr. Tapp is eligible for cash severance equal to 18 months of salary and recent bonuses, accelerated vesting of equity, and continued benefits; following a change in control, these cash and equity benefits increase to 36 months. On September 4, 2025, the compensation committee also granted stock options at an exercise price of $2.00 per share, including 2,621,100 options to CEO Scott Pomeroy and 1,613,000 options to Mr. Tapp, with one-third vesting immediately and the rest quarterly over two years.
XTI Aerospace reported that its board approved an Amended and Restated 2018 Employee Stock Incentive Plan. The update consolidates prior amendments and allows the board to authorize certain company officers to choose award recipients and determine award sizes within share limits set by the board. The plan committee may also delegate specific administrative functions to officers under written delegations.
New forms of award agreements were adopted for incentive stock options, non-qualified stock options, restricted stock, and restricted stock units so they align with the amended plan. The board also set aside an equity pool of 10,000,000 shares of common stock from 72,906,959 shares available for future issuance under the plan and authorized the Chief Financial Officer to grant stock options and restricted stock units from this pool to employees and other eligible service providers.
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.
XTI Aerospace, Inc. filed a current report to let investors know it has released a new press release with a business update and that it has filed its quarterly report on Form 10-Q for the quarter ended June 30, 2025. The press release, dated August 14, 2025, is attached as Exhibit 99.1 and is furnished under a Regulation FD disclosure item, meaning it is intended to share information broadly with the market. The company also notes that this press release is not treated as formally filed for liability purposes and will only be incorporated into other SEC documents if specifically referenced.
XTI Aerospace (Nasdaq: XTIA) filed an 8-K announcing the closing of a $14.4 million firm-commitment public offering completed on 26 Jun 2025.
The deal comprises 6,231,200 common shares, 2,911,800 pre-funded warrants (exercise price $0.001) and 9,143,000 common warrants (exercise price $2.00, five-year term) sold as units at $1.75 per share ($1.749 with a pre-funded warrant). Underwriters partially exercised their 45-day option for 1,371,000 additional common warrants.
Net proceeds are earmarked for working capital and continued development of the TriFan 600 aircraft.
Directors, officers and the company entered 60–90-day lock-ups; the company also agreed to avoid ATM or variable-rate financings for 90 days. ThinkEquity received 457,150 representative warrants (strike $2.1875, 5-year term).