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): March 31, 2025

XTI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.02 Termination of a Material Definitive Agreement.

On March 31, 2025, in connection with closing of the firm commitment underwritten public offering (the “Offering”) pursuant to the terms of that certain Underwriting Agreement, dated March 28, 2025, by and between XTI Aerospace, Inc. (the “Company”) and ThinkEquity LLC, the Company used $2,719,456.85 of the net proceeds from the Offering to repay in full all outstanding principal and accrued and unpaid interest as well as the prepayment premium and other fees due under two secured promissory notes (the “Notes”) issued by the Company to Streeterville Capital, LLC (“Streeterville”) on May 1, 2024 and May 24, 2024. In connection with the Company’s repayment of the Notes, Streeterville released all security interests and other liens held as security in connection with the Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.