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 24, 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 1.01 Entry into a Material Definitive Agreement.

On June 24, 2025, XTI Aerospace, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC (the “Representative”), as the representative of the underwriters named therein (the “Underwriters”), relating to a firm commitment underwritten public offering (the “Offering”) of 6,231,200 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 2,911,800 shares of Common Stock, and common warrants (the “Common Warrants”) to purchase up to 9,143,000 shares of Common Stock. The combined public offering price for each share of Common Stock, together with one Common Warrant, was $1.75. The combined public offering price for each Pre-funded Warrant, together with one Common Warrant, was $1.749. Each share of Common Stock, or a Pre-funded Warrant in lieu thereof, was sold together with one Common Warrant. The Company also granted the Underwriters a 45-day option to purchase, at the public offering price, less the underwriting discounts and commissions, up to 1,371,000 additional shares of Common Stock (and/or Pre-funded Warrants in lieu thereof) and/or up to 1,371,000 additional Common Warrants or any combination thereof, to cover any over-allotments. The Representative partially exercised this option on June 25, 2025 for 1,371,000 additional Common Warrants.

Each Pre-funded Warrant is immediately exercisable, has an exercise price of $0.001 per share and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. Each Common Warrant has an exercise price of $2.00 per share, is exercisable immediately and expires on the fifth anniversary of the date of issuance.

The Company conducted the Offering pursuant to a Registration Statement on Form S-1, as amended (File No. 333-287989), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 24, 2025 (the “Registration Statement”).

The Offering closed on June 26, 2025. The net proceeds to the Company from the sale of the Shares, the Pre-funded Warrants and the Common Warrants after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company were approximately $14.4 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including the development of the TriFan 600 airplane.

Upon closing of the Offering, the Company issued the Representative warrants (the “Representative’s Warrants”) as compensation to purchase up to 457,150 shares of Common Stock (5% of the aggregate number of Shares and shares of common stock issuable upon exercise of the Pre-funded Warrants) at an exercise price of $2.1875 per share. The Representative’s Warrants are exercisable immediately upon the date of issuance, and expire on June 26, 2030. The Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants were registered pursuant to the Registration Statement.

The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.

The Company agreed and its executive officers and directors entered into lock-up agreements (each, a “Lock-up Agreement” and collectively, the “Lock-up Agreements”) pursuant to which they agreed that, without the prior written consent of the Representative, not to, directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) Common Stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock or any other of the Company’s securities or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for, with respect to the Company, a period of 60 days from June 24, 2025, and with respect to its executive officers and directors, a period of 90 days from June 24, 2025.

Additionally, the Company agreed that for a period of 90 days from June 24, 2025, the Company will not directly or indirectly offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of its capital stock or any securities convertible into or exercisable or exchangeable for shares of its capital stock in any “at-the-market,” continuous equity transaction or variable rate transaction, without the prior written consent of the Representative.

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The foregoing descriptions of the Underwriting Agreement, the Pre-funded Warrants, the Common Warrants, the Representative’s Warrants and the Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the form of Pre-funded Warrant, the form of Common Warrant, the form of Representative’s Warrant, and the form of Lock-Up Agreement, copies of which are filed herewith as Exhibits 1.1, 4.1, 4.2, 4.3 and 10.1, respectively.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 8.01 Other Events.

On June 24, 2025, the Company issued a press release announcing the pricing of the Offering.

On June 26, 2025, the Company issued a press release announcing the closing of the Offering.

Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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.

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