XTI Aerospace, Inc.

S-11 ea0245514-s1_xtiaerospace.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

XTI Aerospace, Inc.

(Exact name of registrant as specified in its charter)

8123 InterPort Blvd., Suite C

Englewood, CO 80112

(800) 680-7412

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott Pomeroy

Chief Executive Officer

XTI Aerospace, Inc.

8123 InterPort Blvd., Suite C

Englewood, CO 80112

(800) 680-7412

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 3,960,396 Shares of Common Stock

Up to 3,960,396 Pre-funded Warrants to purchase up to 3,960,396 Shares of Common Stock

Up to 3,960,396 Shares of Common Stock Underlying such Pre-funded Warrants

XTI Aerospace, Inc.

This is a firm commitment public offering (the “Offering”) of up to 3,960,396 shares of common stock, par value $0.001 per share, of XTI Aerospace, Inc. based on an assumed public offering price of $5.05 per share (which is the last reported sales price of our common stock on the Nasdaq Capital Market (“Nasdaq”) on June 11, 2025).

We are also offering to those purchasers, if any, whose purchase of shares of common stock in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants, (the “Pre-funded Warrants”), in lieu of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of common stock. Each Pre-funded Warrant will be immediately exercisable for one share of common stock and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The purchase price of each Pre-funded Warrant will equal the price per share at which the shares of our common stock are being sold to the public in this Offering, minus $0.001, and the exercise price of each Pre-funded Warrant will be $0.001 per share. For each Pre-funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This Offering also includes the shares of common stock issuable upon exercise of the Pre-funded Warrants.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully before you invest in any of our securities.

Our common stock is listed on Nasdaq under the symbol “XTIA.” On May 30, 2025, the last reported sale price of our common stock on Nasdaq was $1.68 per share. The actual public offering price per share of common stock sold in this Offering will be determined between us and the representative of the underwriters based on market conditions at the time of pricing and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The securities in this Offering will be offered at a fixed price and are expected to be issued in a single closing. In addition, there is no established public trading market for the Pre-funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system.

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 8 of this prospectus before purchasing our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the representative to purchase from us, at the public offering price, less the underwriting discounts, up to 594,059 additional shares of common stock and/or 594,059 Pre-funded Warrants solely to cover over-allotments, if any.

The underwriters expect to deliver the securities sold in this Offering to the purchasers on or about , 2025.

ThinkEquity

The date of this prospectus is , 2025.

TriFan 600 airplane under development. Estimated performance based on XTI airplane analysis. Subject to change and FAA certification.

TriFan 600 airplane under development. Estimated performance based on XTI airplane analysis. Subject to change and FAA certification.

Vertical takeoff with the speed, range and comfort of a business airplane The TriFan 600 elegantly blends the best of a business jet and a helicopter into one revolutionary airplane TriFan 600 airplane under development. Estimated performance based on XTI airplane analysis. Subject to change and FAA certification.

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