CEO review delays XTI Aerospace (NASDAQ: XTIA) as going-concern doubts rise

Rhea-AI Filing Summary

XTI Aerospace, Inc. reported that it cannot file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 on time without unreasonable effort or expense. The delay is due to an internal review concerning the company’s former Chief Executive Officer, who resigned on August 17, 2026, and related corporate governance matters. The review is being conducted by a committee of independent directors under independent counsel. XTI Aerospace currently does not believe the matters under review will affect previously issued financial statements and expects to file the Form 10-Q within the permitted extension period.

The company discloses that its results of operations for the quarter ended June 30, 2026 will differ significantly from the prior-year period because of the November 10, 2025 acquisition of Drone Nerds, LLC and Anzu Robotics, LLC, whose results are now consolidated with a noncontrolling interest. XTI Aerospace also anticipates disclosing that substantial doubt exists about its ability to continue as a going concern for twelve months following the expected issuance date of the Form 10-Q.

Positive

• None.

Negative

• Company expects to disclose substantial doubt about its ability to continue as a going concern for twelve months following the expected Form 10-Q issuance date.
• Form 10-Q for the period ended June 30, 2026 is delayed due to an internal review of the former CEO and related corporate governance matters, creating near-term reporting uncertainty.

Filing Explained

The review has no determined completion timeline, and the company is still evaluating its effects on disclosures, certifications, internal controls, and governance matters.

Key Figures

Reporting period: Quarter ended June 30, 2026 Acquisition date: November 10, 2025 Going concern horizon: Twelve months +2 more

5 metrics

Reporting period Quarter ended June 30, 2026 Subject period for the delayed Form 10-Q

Acquisition date November 10, 2025 Date XTI Aerospace acquired Drone Nerds, LLC and Anzu Robotics, LLC

Going concern horizon Twelve months Period following the expected issuance date for which substantial doubt is anticipated

Former CEO resignation date August 17, 2026 Resignation date tied to the internal review and governance matters

Contact phone number (800) 680-7412 Investor contact number for questions about the notification

Key Terms

going concern, noncontrolling interest, independent directors, Nasdaq Stock Market listing standards

4 terms

going concern financial

"substantial doubt exists about the Registrant’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

noncontrolling interest financial

"the ownership interest not held by the Registrant is reflected as a noncontrolling interest"

The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.

independent directors regulatory

"conducted entirely by a committee of “independent directors” as defined by the Nasdaq"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Nasdaq Stock Market listing standards regulatory

"independent directors” as defined by the Nasdaq Stock Market listing standards"

FAQ

Why is XTI Aerospace, Inc. (XTIA) filing its Form 10-Q late?

XTI Aerospace is delaying its Form 10-Q for June 30, 2026 because of an internal review related to its former CEO and corporate governance. A committee of independent directors, with independent counsel, is conducting the review and the company plans to use the permitted extension period.

Will the internal review at XTI Aerospace (XTIA) affect prior financial statements?

XTI Aerospace states it does not currently believe the matters under review will affect any previously issued financial statements. The company is still evaluating implications for disclosures, certifications, controls, and governance as the independent directors’ review continues.

What acquisition is causing significant changes in XTIA’s June 30, 2026 results of operations?

XTI Aerospace completed the acquisition of Drone Nerds, LLC and Anzu Robotics, LLC on November 10, 2025. Their results are consolidated from that date, with the unowned portion recorded as a noncontrolling interest, making 2026 quarterly results significantly different from the prior year period.

What going concern disclosure does XTI Aerospace (XTIA) anticipate in its upcoming Form 10-Q?

XTI Aerospace anticipates disclosing that substantial doubt exists about its ability to continue as a going concern for twelve months following the expected issuance date of the Form 10-Q, signaling material uncertainty about its future financial viability over that period.

Who is overseeing the internal review at XTI Aerospace (XTIA)?

The review is being conducted entirely by a committee of independent directors as defined by Nasdaq Stock Market listing standards. The committee is represented by independent counsel, and all parties are working diligently to complete the review, though no completion timeline is set.

How are Drone Nerds’ results reflected in XTI Aerospace (XTIA) financials?

The results of Drone Nerds have been included in XTI Aerospace’s consolidated financial statements from November 10, 2025, the acquisition date. The ownership interest not held by XTI Aerospace is reported as a noncontrolling interest in its financial statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/17/2026 - 04:35 PM Accepted by SEC EDGAR 08/17/2026 - 04:35 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☒	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: June 30, 2026

☐	Transition Report on Form 10-K
☐	Transition Report on Form 20-F
☐	Transition Report on Form 11-K
☐	Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

XTI AEROSPACE, INC.

(Full Name of Registrant)

Former Name if Applicable

511 East John W. Carpenter Freeway, Suite 500

Address of Principal Executive Office (Street and Number)

Las Colinas, TX 75062

City, State and Zip Code

PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

XTI Aerospace, Inc. (the “Registrant”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense because the Registrant is in the process of completing an internal review of the Registrant’s former Chief Executive Officer, who resigned on August 17, 2026, and other related corporate governance matters. The review is being conducted entirely by a committee of “independent directors” (the “Committee”) as defined by the Nasdaq Stock Market listing standards, as represented by independent counsel, and all parties are working diligently to complete the review, though a timeline has not yet been determined. The Registrant is in the process of evaluating the implications of the review on any disclosures, certifications, controls and governance matters, however the Registrant does not currently believe that the matters under review will affect any previously issued financial statements.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Brooke Turk		(800)		680-7412
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? 

Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

In November 2025, the Registrant completed the acquisition of Drone Nerds, LLC and Anzu Robotics, LLC (collectively, “Drone Nerds”). The results of Drone Nerds have been included in the Registrant’s consolidated financial statements from November 10, 2025, the acquisition date, and the ownership interest not held by the Registrant is reflected as a noncontrolling interest. As a result of this acquisition, the Registrant’s results of operations for the period ended June 30, 2026 will be significantly different from the corresponding period for the last fiscal year. The Registrant anticipates that this Form 10-Q will disclose that substantial doubt exists about the Registrant’s ability to continue as a going concern for twelve months following the expected issuance date of the Form 10-Q.

2

XTI AEROSPACE, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 17, 2026	By:	/s/ Brooke Turk
	Name:	Brooke Turk
	Title:	Chief Financial Officer

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