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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): April 29, 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 April 18, 2025, XTI Aerospace, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a post-effective amendment to the registration statement on Form S-3 on Form S-1 (File No. 333-279901) (as amended, the “Post-Effective Amendment”) to maintain the registration of the issuance of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), upon the exercise of (i) certain warrants issued to the placement agent of a registered direct offering that closed on January 10, 2025, (ii) certain pre-funded warrants issued in connection with an underwritten public offering of Common Stock and warrants that closed on March 31, 2025 (the “March Offering”), (iii) certain common warrants issued in connection with the March Offering and (iv) certain warrants issued to the representative of the underwriters of the March Offering. The Post-Effective Amendment was declared effective by the SEC on April 29, 2025.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
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: April 30, 2025 By: /s/ Brooke Turk
  Name: Brooke Turk
  Title: Chief Financial Officer

 

 

 

 


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