XTI Aerospace, Inc.

**SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION

CONTAINED IN THIS REPORT

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” or other similar expressions in this report. In particular, these include statements relating to future actions; prospective products, anticipated expenses, applications, customers and technologies; future performance or results of anticipated products; and projected expenses and financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

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The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this Annual Report. We undertake no obligation to publicly update or revise any forward-looking statements included in this report. You should not place undue reliance on these forward-looking statements.

This Annual Report also contains or may contain estimates, projections and other information concerning our industry and our business, including data regarding the estimated size of our markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, studies and similar data prepared by third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.

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EXPLANATORY NOTE

On March 12, 2024 (the “Closing Date”), XTI Aerospace, Inc. (formerly known as Inpixon) completed a merger with XTI Aircraft Company (“Legacy XTI”) pursuant to an Agreement and Plan of Merger dated July 24, 2023, as amended (the “XTI Merger Agreement”). In connection with the transaction, a wholly owned subsidiary of the Company merged with and into Legacy XTI, with Legacy XTI surviving as a wholly owned subsidiary of the Company (the “XTI Merger”). Upon completion of the XTI Merger, the Company changed its corporate name to “XTI Aerospace, Inc.”

For accounting purposes, the XTI Merger was treated as a reverse acquisition, with Legacy XTI deemed to be the accounting acquirer and the Company (formerly Inpixon) deemed to be the accounting acquiree. Accordingly, the consolidated financial statements included in this Annual Report on Form 10-K (this “Annual Report”) reflect (i) the historical financial statements of Legacy XTI prior to the Closing Date and (ii) the consolidated results of the combined company following the Closing Date.

In November 2025, the Company completed the acquisition of Drone Nerds, LLC and Anzu Robotics, LLC (“Anzu” and, collectively with Drone Nerds, LLC, “Drone Nerds”) through XTI Drones Holdings, LLC, a Texas limited liability company (“XTI Drones Holdings”). The Company holds an 83.403% controlling equity interest in XTI Drones Holdings through its ownership of Class A Units, and the remaining 16.597% equity interest is held by other Class B unitholders. The results of Drone Nerds have been included in the Company’s consolidated financial statements from the acquisition date, and the ownership interest not held by the Company is reflected as noncontrolling interest.

During December 2025, the Company committed to a plan to dispose of its historical Industrial IoT / Real-Time Location Systems (“RTLS”) operations (the “Inpixon Business”) and classified the business as held for sale. In accordance with ASC 205-20, the results of the Inpixon Business have been classified as discontinued operations in the consolidated financial statements included in this Annual Report and have been retrospectively presented as discontinued operations for all periods presented.

Unless otherwise indicated or the context otherwise requires, references in this Annual Report to “XTI Aerospace,” the “Company,” “we,” “us,” and “our” refer to XTI Aerospace, Inc. and its consolidated subsidiaries.

Note Regarding Reverse Stock Splits

The Company effected a reverse stock split of its outstanding common stock, par value $0.001 per share, at a ratio of 1-for-100, effective March 12, 2024, to comply with Nasdaq Listing Rule 5550(a)(2) and satisfy the bid price requirement for initial listing in connection with the closing of the XTI Merger.

The Company subsequently effected a reverse stock split of its outstanding common stock at a ratio of 1-for-250, effective January 10, 2025, to maintain compliance with Nasdaq Listing Rule 5550(a)(2).

All share and per share amounts presented in this Annual Report have been retroactively adjusted to reflect the reverse stock splits, unless otherwise indicated.

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