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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): June 26, 2026

 

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.)

 

15505 Wright Brothers Dr. AddisonTX

  75001
(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 4.01. Changes in Registrant’s Certifying Accountant

 

CBIZ CPAs P.C. (“CBIZ”) was previously the principal accountants for XTI Aerospace, Inc. (the “Company”). CBIZ was dismissed effective June 26, 2026 from their engagement for the Company, and KPMG LLP (“KPMG”) was engaged as the Company’s principal accountants. The decision to change accountants was approved by the Audit Committee of the Company’s Board of Directors.

 

As previously disclosed in a Current Report on Form 8-K filed on March 27, 2025 Marcum LLP was dismissed effective April 15, 2025 and CBIZ was appointed as the Company’s independent registered public accounting firm. 

 

From the period April 15, 2025 through the date of CBIZ’s dismissal, there were no: (1) disagreements with CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 

The audit report of CBIZ on the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2025 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

 

The Company provided CBIZ with a copy of this current report on Form 8-K and requested that CBIZ furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether CBIZ agreed with the statements made by the Company set forth above. A letter from CBIZ is attached as Exhibit 16.1 to this Form 8-K.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 26, 2026, neither the Company, nor anyone on behalf of the Company, consulted KPMG regarding: (i) the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
16.1   June 26, 2026 Letter from CBIZ, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: June 26, 2026 By: /s/ Brooke Turk
  Name: Brooke Turk
  Title: Chief Financial Officer

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

JUNE 26, 2026 LETTER FROM CBIZ, INC

XBRL SCHEMA FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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