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    XTI Aerospace Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    7/9/25 5:30:44 PM ET
    $XTIA
    EDP Services
    Technology
    Get the next $XTIA alert in real time by email
    false 0001529113 0001529113 2025-07-09 2025-07-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): July 9, 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 July 9, 2025, XTI Aerospace, Inc. (the “Company”) closed a partial exercise of the over-allotment option granted to the underwriter of its public offering of common stock, pre-funded warrants and common warrants that closed on June 26, 2025. The option was exercised for 151,005 shares of common stock at the public offering price of $1.75 per share. Following the partial exercise of the over-allotment option, the over-allotment option has been fully exercised and the Company sold a total of 10,514,000 shares of common stock (or pre-funded warrants in lieu thereof) in the offering, generating gross proceeds of approximately $18.4 million, prior to the deduction of underwriting discounts, commissions, and estimated offering expenses.

     

    The Company also issued additional warrants to the underwriter to purchase an aggregate of 7,551 shares of common stock at an exercise price of $2.1875 per share, subject to adjustments, with the same terms as the warrants issued in connection with the initial closing of the offering.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    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: July 9, 2025 By: /s/ Brooke Turk
      Name:  Brooke Turk
      Title: Chief Financial Officer

     

    2

     

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