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XTI Aerospace, Inc.

For the period ended Dec 31, 2024. Filed Apr 15, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Apr 15, 2025

XTIA$0.94+5.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 16. FORM 10-K SUMMARY

EXHIBIT INDEX

Exhibit Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed Herewith
2.1†Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS Technology Group Inc., Inpixon, CXApp Holding Corp. and KINS Merger Sub Inc.8-K001-364042.1September 26, 2022
2.2†Separation and Distribution Agreement, dated as of September 25, 2022, by and among KINS Technology Group, Inc., Inpixon, CXApp Holding Corp. and Design Reactor Inc.8-K001-364042.2September 26, 2022
2.3Sponsor Support Agreement, dated as of September 25, 2022, by and among KINS Capital LLC, KINS Technology Group Inc., Inpixon and CXApp Holding Corp8-K001-364042.3September 26, 2022
2.4†Agreement and Plan of Merger, dated July 24, 2023, among Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company.8-K001-364042.1July 25, 2023
2.5First Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company.10-K001-364042.26April 16, 2024
2.6†Second Amendment to Merger Agreement, dated March 12, 2024, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company.8-K001-3640410.1March 15, 2024
2.7†Separation Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc.8-K001-364042.1October 23, 2023
2.8†Business Combination Agreement, dated as of October 23, 2023, by and among Inpixon, Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc.8-K001-364042.2October 23, 2023
2.9Amendment to Business Combination Agreement, dated as of June 18, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc.8-K001-364042.1June 24, 2024
2.10Second Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc.8-K001-364042.1October 2, 2024
2.11†Equity Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC.8-K001-364042.1February 23, 2024
3.1Restated Articles of Incorporation.S-1333-1905743.1August 12, 2013
3.2Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares).S-1333-2181733.2May 22, 2017
3.3Certificate of Amendment to Articles of Incorporation (Reverse Split).8-K001-364043.1April 10, 2014
3.4Articles of Merger (renamed Sysorex Global).8-K001-364043.1December 18, 2015
3.5Articles of Merger (renamed Inpixon).8-K001-364043.1March 1, 2017
3.6Certificate of Amendment to Articles of Incorporation (Reverse Split).8-K001-364043.2March 1, 2017
3.7Certificate of Amendment to Articles of Incorporation (authorized share increase).8-K001-364043.1February 5, 2018
3.8Certificate of Amendment to Articles of Incorporation (Reverse Split).8-K001-364043.1February 6, 2018
3.9Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock.8-K001-364043.1April 24, 2018
3.10Certificate of Amendment to Articles of Incorporation (Reverse Split).8-K001-364043.1November 1, 2018
3.11Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019.8-K001-364043.1January 15, 2019
3.12Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split).8-K001-364043.1January 7, 2020
3.13Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000 filed with the Secretary of State of the State of Nevada on November 18, 20218-K001-364043.1November 19, 2021
3.14Certificate of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022)8-K001-364043.1October 6, 2022
3.15Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 26,666,667 to 500,000,000 filed with the Secretary of State of the State of Nevada on November 29, 20228-K001-364043.1December 2, 2022
3.16Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock.8-K001-364043.1March 15, 2024
3.17Certificate of Amendment (Reverse Stock Split).8-K001-364043.2March 15, 2024
3.18Certificate of Amendment (Name Change).8-K001-364043.3March 15, 2024
3.19Bylaws, as amended.S-1333-1905743.2August 12, 2013
3.20Bylaws Amendment8-K001-364043.2September 13, 2021
3.21By-Laws Amendment No. 38-K001-364043.1September 19, 2023
3.22By-Laws Amendment No. 48-K001-364043.2September 19, 2023
3.23Bylaws Amendment.8-K001-364043.4March 15, 2024
3.24Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock.8-K001-364043.1May 1, 2024
3.25Certificate of Amendment to Articles of Incorporation, effective as of January 10, 2025.8-K001-364043.1January 10, 2025
4.1Specimen Stock Certificate of the Company.X
4.2Description of Registrant’s Securities.X
4.3Form of Purchase Warrants8-K001-364044.1October 20, 2022
4.4Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.10-K001-364044.27April 16, 2024
4.5Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.10-K001-364044.28April 16, 2024
4.6Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.X
4.7Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.10-K001-364044.30April 16, 2024
4.8Form of Amendment No. 2 to Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.X
4.9Promissory Note, dated as of May 1, 2024.8-K001-364044.1May 1, 2024
4.10Promissory Note, dated as of May 24, 2024.8-K001-364044.1May 29, 2024
4.11Form of Placement Agent Warrant.8-K001-364044.1January 10, 2025
4.12Form of Pre-funded Warrant.8-K001-364044.1March 31, 2025
4.13Form of Common Warrant.8-K001-364044.2March 31, 2025
4.14Form of Representative’s Warrant.8-K001-364044.3March 31, 2025
10.1+Amended and Restated 2011 Employee Stock Incentive Plan.S-8333-19565510.22May 2, 2014
10.2+Form of Incentive Stock Option Agreement.8-K001-3640410.9October 27, 2014
10.3+Form of Non-Qualified Stock Option Agreement.8-K001-3640410.5October 27, 2014
10.4+Form of Restricted Stock Award Agreement.8-K001-3640410.6October 27, 2014
10.5+2018 Employee Stock Incentive Plan, as amended.S-8333-23445899.1November 1, 2019
10.6+2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement.10-K001-3640410.8March 31, 2021
10.7+2018 Employee Stock Incentive Plan Form of Non-Qualified Stock Option Agreement.10-K001-3640410.7March 31, 2021
10.8+2018 Employee Stock Incentive Plan Form of Restricted Stock Award Agreement.10-K001-3640410.6March 31, 2021
10.9+Director Services Agreement with Leonard A. Oppenheim dated October 21, 2014.8-K001-3640410.1October 27, 2014
10.10+Amended and Restated Employment Agreement by and between the Company and Nadir Ali10-Q001-3640410.14May 15, 2018
10.11+Employment Agreement, effective as of October 1, 2014, between Wendy Loundermon and the Company.8-K001-3640410.8October 27, 2014
10.12+Employment Agreement dated November 4, 2016, by and between Sysorex USA and Soumya Das.10-K001-3640410.51April 17, 2017
10.13+Amendment to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc. and Soumya Das8-K001-3640410.8September 4, 2018
10.14+Waiver and Amendment No. 1 to Board of Directors Services Agreement with Kareem M. Irfan dated February 4, 2019.10-K001-3640410.11March 28, 2019
10.15†Patent Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.8-K001-3640410.1July 1, 2019
10.16†Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy.8-K001-3640410.4July 1, 2019
10.17†Patent License Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.8-K001-3640410.2July 1, 2019
10.18†Exclusive Software License and Distribution Agreement, dated as of June 19, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc.8-K001-3640410.1June 22, 2020
10.19Amendment and Waiver to Exclusive Software License & Distribution Agreement, dated as of June 30, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc.8-K001-3640410.1July 2, 2020
10.20+Amendment No. 4 to Inpixon 2018 Employee Stock Incentive Plan.10-Q001-3640410.7August 14, 2020
10.21+Amendment to the Inpixon 2018 Employee Stock Incentive Plan8-K001-3640410.1November 19, 2021
10.22Equity Distribution Agreement, dated as of July 22, 2022, between Inpixon and Maxim Group LLC8-K001-3640410.1July 22, 2022
10.23†Form of Securities Purchase Agreement.8-K001-3640410.1October 20, 2022
10.24Placement Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC8-K001-3640410.2October 20, 2022
10.25Amendment No. 2 to Board of Directors Services Agreement, dated as of May 16, 2022, between Inpixon and Kareem M. Irfan10-Q001-3640410.1November 14, 2022
10.26Amendment to the Inpixon 2018 Employee Stock Incentive Plan8-K001-3640410.1December 2, 2022
10.27†Employee Matters Agreement, dated March 14, 2023, by and among KINS, KINS Merger Sub Inc., Inpixon, and Legacy CXApp.8-K001-3640410.1March 20, 2023
10.28Tax Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp.8-K001-3640410.2March 20, 2023
10.29†Transition Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp.8-K001-3640410.3March 20, 2023
10.30Amendment No. 1 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC.8-K001-3640410.1June 13, 2023
10.31XTI Amended and Restated Senior Secured Note with Loan Schedule.10-Q001-3640410.23November 20, 2023
10.32Form of Security and Pledge Agreement.8-K001-3640410.2July 25, 2023
10.33+Inpixon Transaction Bonus Plan, dated July 24, 2023.8-K001-3640410.3July 25, 2023
10.34+Inpixon Transaction Bonus Plan, dated July 24, 2023.8-K001-3640410.4July 25, 2023
10.35+First Amendment to Employment Agreement, dated July 24, 2023, between Inpixon and Wendy Loundermon.8-K001-3640410.5July 25, 2023
10.36Form of Securities Purchase Agreement by and between Damon Motors Inc. and Inpixon.8-K001-3640410.1October 23, 2023
10.37Form of Convertible Promissory Note to be issued by Damon Motors Inc. to Inpixon.8-K001-3640410.2October 23, 2023
10.38Form of Common Share Purchase Warrant to be issued by Damon Motors Inc. to Inpixon.8-K001-3640410.3October 23, 2023
10.39Form of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc. and certain securityholders.8-K001-3640410.4October 23, 2023
10.40Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders.8-K001-3640410.5October 23, 2023
10.41Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders.8-K001-3640410.6October 23, 2023
10.42Amendment No. 2 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC.8-K001-3640410.1January 3, 2024
10.43Liquidating Trust Agreement, dated as of December 27, 2023, by and among Inpixon, Grafiti Holding Inc. and the sole original trustee named therein.8-K001-3640410.2January 3, 2024
10.44First Amendment to Senior Secured Promissory Note, dated as of December 30, 2023, by and between Inpixon and XTI Aircraft Company.8-K001-3640410.3January 3, 2024
10.45Second Amendment to Senior Secured Promissory Note, dated as of February 2, 2024, by and between Inpixon and XTI Aircraft Company.8-K001-3640410.1February 5, 2024
10.46Exchange Agreement, dated March 12, 2024, by and between Inpixon and Streeterville Capital, LLC.8-K001-3640410.2March 15, 2024
10.47Securities Purchase Agreement, dated March 12, 2024, by and between Inpixon and 3AM Investments LLC.8-K001-3640410.3March 15, 2024
10.48Form of Indemnification Agreement.8-K001-3640410.4March 15, 2024
10.49Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc. and Nadir Ali.8-K001-3640410.5March 15, 2024
10.50Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc. and Wendy Loundermon.8-K001-3640410.6March 15, 2024
10.51+Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Nadir Ali.8-K001-3640410.7March 15, 2024
10.52+Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Wendy Loundermon.8-K001-3640410.8March 15, 2024
10.53+Amendment to Inpixon Transaction Bonus Plan, dated March 11, 2024.8-K001-3640410.9March 15, 2024
10.54+Form of Acknowledgement Agreement.8-K001-3640410.10March 15, 2024
10.55†#Aircraft Purchase Agreement, dated February 2, 2022, among XTI Aircraft Company, Mesa Airlines, Inc. and Mesa Air Group, Inc.X
10.56†Note Purchase Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc. and Streeterville Capital, LLC.8-K001-3640410.1May 1, 2024
10.57Guaranty, dated as of May 1, 2024, of XTI Aircraft Company.8-K001-3640410.2May 1, 2024
10.58Pledge Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc. and Streeterville Capital, LLC.8-K001-3640410.3May 1, 2024
10.59†Security Agreement, dated as of May 1, 2024, by and between XTI Aircraft Company and Streeterville Capital, LLC.8-K001-3640410.4May 1, 2024
10.60Form of Exchange Agreement.8-K001-3640410.5May 1, 2024
10.61+Employment Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc. and Scott Pomeroy.8-K001-3640410.1May 10, 2024
10.62+Employment Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc. and Brooke Turk.8-K001-3640410.2May 10, 2024
10.63+Tensie Axton Offer Letter8-K001-3640410.1May 15, 2024
10.64+Non-Employee Director Compensation Policy.8-K001-3640410.3May 15, 2024
10.65Amendment No. 3 to Equity Distribution Agreement, dated as of May 28, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC.8-K001-3640410.1May 29, 2024
10.66Amendment No. 4 to Equity Distribution Agreement, dated as of May 31, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC.8-K001-3640410.1May 31, 2024
10.67Exchange Agreement, dated May 30, 2024, by and between XTI Aerospace, Inc. and the Warrant Holder.8-K001-3640410.2May 31, 2024
10.68Amendment No. 5 to Equity Distribution Agreement, dated as of June 10, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC.8-K001-3640410.1June 10, 2024
10.69Amendment No. 6 to Equity Distribution Agreement, dated as of June 14, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC.8-K001-3640410.1June 14, 2024
10.70Form of Exchange Agreement.8-K001-3640410.2June 14, 2024
10.71Letter Agreement, signed June 18, 2024, by and between Damon Motors Inc. and XTI Aerospace, Inc.8-K001-3640410.1June 24, 2024
10.72†Capital Collation and Distribution Agreement, dated as of dated June 28, 2024, by and among XTI Aerospace, Inc., FC Imperial Limited, PIC IHC LLP and a Global Administrative Service Provider.8-K001-3640410.1July 1, 2024
10.73+Employment Agreement, dated September 19, 2024, by and between XTI Aerospace, Inc. and Tobin Arthur.8-K001-3640410.1September 23, 2024
10.74Form of Second Letter Agreement by and between Damon Motors Inc. and XTI Aerospace, Inc.8-K001-3640410.1October 4, 2024
10.75+Employment Agreement, dated October 28, 2024, by and between XTI Aerospace, Inc. and Jennifer Gaines.8-K001-3640410.1October 30, 2024
10.76Consent Waiver and Release, dated November 17, 2024, by and among XTI Aerospace, Inc., 3AM Investments LLC and Streeterville Capital, LLC.8-K001-3640410.1November 18, 2024
10.77Letter Agreement, dated November 17, 2024, by and among XTI Aerospace, Inc., Nadir Ali, 3AM Investments LLC, Grafiti Group LLC and Grafiti LLC.8-K001-3640410.2November 18, 2024
10.78Placement Agency Agreement, dated January 7, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC.8-K001-3640410.1January 10, 2025
10.79Form of Lock-Up Agreement.8-K001-3640410.2January 10, 2025
10.80Settlement Agreement, dated March 27, 2025, by and between XTI Aerospace Inc., 3AM Investments LLC, Grafiti Group LLC, and Nadir Ali.8-K001-3640410.1March 28, 2025
10.81Form of Lock-Up Agreement.8-K001-3640410.1March 31, 2025
16.1Letter from Marcum LLP to the Securities and Exchange Commission, dated March 27, 2025.8-K001-3640416.1March 27, 2025
19.1Insider Trading Policy.X
21.1List of Subsidiaries of the Company.X
23.1Consent of Marcum LLP.X
24.1Power of Attorney (included on signature page).X
31.1Certification of the Company’s Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of the Company’s Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1##Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97.1XTI Aerospace, Inc. Clawback Policy.10-K001-3640497.1April 16, 2024
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)X
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X
+Indicates a management contract or compensatory plan.
†Exhibits, schedules and similar attachments have been omitted pursuant to Item 601 of Regulation S-K and the registrant undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.
#Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
##This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.