XTI Aerospace Inc

DEF 14A 1 ea0223159-03.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Check the appropriate box:

XTI AEROSPACE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

8123 InterPort Blvd., Suite C

Englewood, CO 80112

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on December 27, 2024

Dear Stockholders of XTI Aerospace, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of XTI Aerospace, Inc. (the “Company”) will be held on December 27, 2024 (the “Annual Meeting”) at 10:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from any location around the world. You will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/XTIA2024.

The agenda of the Annual Meeting will be the following items of business, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. the election of two directors to serve as Class I directors until the 2027 annual meeting of stockholders or until the election and qualification of their successors (the “Director Election Proposal”);

2. the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);

3. the approval of an amendment to our Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to up to 1,000,000,000 shares, with such number to be determined at the discretion of the Company’s board of directors (the “Board”);

4. the approval of an amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding Common Stock at a ratio between 1-for-2 and 1-for-250, to be determined at the Board’s discretion (the “Reverse Split”), for the purpose of complying with the Nasdaq Listing Rules, subject to the Board’s discretion to abandon such amendment (the “Reverse Split Proposal”);

5. the approval of potential issuances of shares of Common Stock pursuant to one or more potential non-public transactions in accordance with Nasdaq Listing Rule 5635(d) (the “Potential Financing Issuances Proposal”);

6. the approval of the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals (the “Adjournment Proposal”); and

7. the transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

All stockholders as of close of business on November 19, 2024 (the “Record Date”) are cordially invited to attend the Annual Meeting virtually.

If you are a stockholder of record, you may vote in one of the following ways:

• Vote over the Internet, by going towww.proxyvote.com (have your proxy card in hand when you access the website);

• Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your proxy card in hand when you call);

• Vote by Mail, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

• Vote virtually at the Annual Meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

We hope that you attend the Annual Meeting. Whether or not you plan to participate in the Annual Meeting, we urge you to take the time to vote your shares.

BY ORDER OF THE BOARD OF DIRECTORS

Englewood, Colorado

December 3, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 27, 2024: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE ATwww.proxyvote.com.