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: September 30, 2025
| ☐ | 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
8123 InterPort Blvd., Suite C
Address of Principal Executive Office (Street and Number)
Englewood, CO 80112
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 Form10-K, Form 20-F, Form11-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 September 30, 2025 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense.
As previously disclosed, the Registrant completed its acquisitions of Drone Nerds, LLC and Anzu Robotics, LLC on November 10, 2025, and closed a private placement of its Series 10 convertible preferred stock on November 12, 2025. Although these transactions closed subsequent to the quarter ended September 30, 2025, they require complex accounting analyses and detailed subsequent events disclosures under U.S. GAAP, including the evaluation of the preliminary purchase accounting for the acquired businesses, the measurement of identifiable intangible assets, and the assessment of features associated with newly issued financial instruments. Additional time is required for the Registrant to complete its evaluation of the related accounting and disclosure requirements.
The Registrant presently expects to file the Form 10-Q within the extension period of five calendar days as provided under Rule 12b-25.
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.
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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.
| Dated: November 14, 2025 | By: | /s/ Brooke Turk |
| Brooke Turk | ||
| Chief Financial Officer |
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