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XTI Aerospace, Inc.

For the period ended Dec 31, 2025. Filed Apr 15, 2026.

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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.

FY2025 · Filed Apr 15, 2026

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 July 24, 2023, among Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company.8-K001-364042.1July 25, 2023
2.2First 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
2.3†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
2.4†Separation Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc.8-K001-364042.1October 23, 2023
2.5†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
2.6Amendment 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
2.7Second 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
2.8†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
2.9†Membership Interest Purchase Agreement, dated November 10, 2025, by and among XTI Drones Holdings, LLC, The Origin Group DN, Inc., Drone Nerds, LLC, the seller owners listed on Annex A-1 thereto and Jeremy Schneiderman, as the Seller’s Representative.8-K001-364042.1November 12, 2025
2.10†Membership Interest Purchase Agreement, dated November 10, 2025, by and among XTI Drones Holdings, LLC, The Origin Group AZ, Inc., Anzu Robotics, LLC, the seller owners listed on Annex A-1 thereto and Jeremy Schneiderman, as the Seller’s Representative.8-K001-364042.2November 12, 2025
2.11†Share Purchase and Transfer Agreement, dated February 3, 2026, by and between XTI Aerospace, Inc. and EVO 467. GmbH.8-K001-364042.1February 4, 2026
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
3.19Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock.8-K001-364043.1May 1, 2024
3.20Certificate of Amendment to Articles of Incorporation, effective as of January 10, 2025.8-K001-364043.1January 10, 2025
3.21Certificate of Designation of Preferences and Rights of Series 10 Convertible Preferred Stock.8-K001-364043.1November 12, 2025
3.22Amended and Restated Bylaws of XTI Aerospace, Inc.10-Q001-364043.21August 14, 2025
4.1Specimen Stock Certificate of the Company.10-K001-364044.1April 15, 2025
4.2Description of Registrant’s Securities.10-K001-364044.2April 15, 2025
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.10-K001-364044.6April 15, 2025
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.10-K001-364044.8April 15, 2025
4.9Form of Placement Agent Warrant.8-K001-364044.1January 10, 2025
4.10Form of Pre-funded Warrant.8-K001-364044.1March 31, 2025
4.11Form of Common Warrant.8-K001-364044.2March 31, 2025
4.12Form of Representative’s Warrant.8-K001-364044.3March 31, 2025
4.13Form of Pre-funded Warrant.8-K001-364044.1June 26, 2025
4.14Form of Common Warrant.8-K001-364044.2June 26, 2025
4.15Form of Representative’s Warrant.8-K001-364044.3June 26, 2025
4.16Form of Pre-funded Warrant.8-K001-364044.1September 15, 2025
4.17Form of Common Warrant.8-K001-364044.2September 15, 2025
4.18Form of Placement Agent Warrant.8-K001-364044.3September 15, 2025
4.19Revolving Promissory Note, dated July 10, 2025, issued by Drone Nerds Inc and Anzu Robotics, LLC to Banesco USA.8-K001-364044.1November 12, 2025
4.20Promissory Note issued by XTI Drones Holdings, LLC to New Drone Nerds S-Corp, Inc., dated November 10, 2025.8-K001-364044.2November 12, 2025
4.21Promissory Note issued by XTI Drones Holdings, LLC to New Anzu Robotics S-Corp, LLC, dated November 10, 2025.8-K001-364044.3November 12, 2025
4.22Form of Placement Agent’s Warrant.8-K001-364044.4November 12, 2025
4.23Pre-Funded Warrant, dated January 5, 2026.8-K001-364044.1January 9, 2026
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+Employment Agreement dated November 4, 2016, by and between Sysorex USA and Soumya Das.10-K001-3640410.51April 17, 2017
10.6+Amendment to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc. and Soumya Das8-K001-3640410.8September 4, 2018
10.7†Patent Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.8-K001-3640410.1July 1, 2019
10.8†Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy.8-K001-3640410.4July 1, 2019
10.9†Patent License Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.8-K001-3640410.2July 1, 2019
10.10†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
10.11Amendment 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
10.12†Form of Securities Purchase Agreement.8-K001-3640410.1October 20, 2022
10.13Placement Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC8-K001-3640410.2October 20, 2022
10.14Form of Securities Purchase Agreement by and between Damon Motors Inc. and Inpixon.8-K001-3640410.1October 23, 2023
10.15Form of Convertible Promissory Note to be issued by Damon Motors Inc. to Inpixon.8-K001-3640410.2October 23, 2023
10.16Form of Common Share Purchase Warrant to be issued by Damon Motors Inc. to Inpixon.8-K001-3640410.3October 23, 2023
10.17Form of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc. and certain securityholders.8-K001-3640410.4October 23, 2023
10.18Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders.8-K001-3640410.5October 23, 2023
10.19Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders.8-K001-3640410.6October 23, 2023
10.20Liquidating 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
10.21Form of Indemnification Agreement.8-K001-3640410.4March 15, 2024
10.22†Aircraft Purchase Agreement, dated February 2, 2022, among XTI Aircraft Company, Mesa Airlines, Inc. and Mesa Air Group, Inc.10-K001-3640410.55April 15, 2025
10.23+Employment Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc. and Scott Pomeroy.8-K001-3640410.1May 10, 2024
10.24+Employment Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc. and Brooke Turk.8-K001-3640410.2May 10, 2024
10.25+Tensie Axton Offer Letter8-K001-3640410.1May 15, 2024
10.26+Non-Employee Director Compensation Policy.8-K001-3640410.3May 15, 2024
10.27Letter Agreement, signed June 18, 2024, by and between Damon Motors Inc. and XTI Aerospace, Inc.8-K001-3640410.1June 24, 2024
10.28†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
10.29+Employment Agreement, dated September 19, 2024, by and between XTI Aerospace, Inc. and Tobin Arthur.8-K001-3640410.1September 23, 2024
10.30Form of Second Letter Agreement by and between Damon Motors Inc. and XTI Aerospace, Inc.8-K001-3640410.1October 4, 2024
10.31Consent 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
10.32Letter 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
10.33Placement Agency Agreement, dated January 7, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC.8-K001-3640410.1January 10, 2025
10.34Form of Lock-Up Agreement.8-K001-3640410.2January 10, 2025
10.35Settlement 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
10.36Form of Lock-Up Agreement.8-K001-3640410.1March 31, 2025
10.37Form of Lock-Up Agreement.8-K001-3640410.1June 26, 2025
10.38+Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan.8-K001-3640410.1August 21, 2025
10.39+Form of Incentive Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan.8-K001-3640410.2August 21, 2025
10.40+Form of Non-Qualified Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan.8-K001-3640410.3August 21, 2025
10.41+Form of Restricted Stock Award Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan.8-K001-3640410.4August 21, 2025
10.42+Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan.8-K001-3640410.5August 21, 2025
10.43+Employment Agreement, dated September 1, 2025, by and between XTI Aerospace, Inc. and Michael A. Tapp.8-K001-3640410.1September 5, 2025
10.44+Side Letter, dated September 1, 2025, from XTI Aerospace, Inc. to Michael A. Tapp.8-K001-3640410.4September 5, 2025
10.45Placement Agency Agreement, dated September 12, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC.8-K001-3640410.1September 15, 2025
10.46Form of Lock-Up Agreement.8-K001-3640410.2September 15, 2025
10.47†Convertible Promissory Note issued by Valkyrie Sciences Holdings LLC to XTI Aerospace, Inc., dated October 21, 2025.8-K001-3640410.1October 27, 2025
10.48†Loan Agreement, dated July 10, 2025, by and among Drone Nerds Inc, Anzu Robotics, LLC and Banesco USA.8-K001-3640410.1November 12, 2025
10.49†Security Agreement, dated July 10, 2025, by and among Drone Nerds Inc, Anzu Robotics, LLC and Banesco USA.8-K001-3640410.2November 12, 2025
10.50Amended and Restated Company Agreement of XTI Drones Holdings, LLC, dated November 10, 2025.8-K001-3640410.3November 12, 2025
10.51Lock-Up Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and The Origin Group DN, Inc.8-K001-3640410.4November 12, 2025
10.52Lock-Up Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and The Origin Group AZ, Inc.8-K001-3640410.5November 12, 2025
10.53Registration Rights Agreement, dated November 10, 2025, by and among XTI Aerospace, Inc., The Origin Group DN, Inc., and The Origin Group AZ, Inc.8-K001-3640410.6November 12, 2025
10.54Securities Purchase Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and Unusual Machines, Inc.8-K001-3640410.7November 12, 2025
10.55Placement Agency Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC8-K001-3640410.8November 12, 2025
10.56+Employment Agreement, dated December 30, 2025, by and between XTI Aerospace, Inc. and Scott Pomeroy.8-K001-3640410.1January 2, 2026
10.57+Employment Agreement, dated December 30, 2025, by and between XTI Aerospace, Inc. and Brooke Turk.8-K001-3640410.2January 2, 2026
10.58+Employment Agreement, dated January 9, 2026, by and between XTI Aerospace, Inc. and Tobin Arthur.8-K001-3640410.1January 9, 2026
10.59+Separation Agreement and Release, dated January 29, 2026, by and between XTI Aerospace, Inc. and Soumya Das.8-K001-3640410.1February 4, 2026
10.60+Director Services Agreement, dated February 1, 2026, by and between XTI Aerospace, Inc. and Jonathan Ornstein.8-K001-3640410.2February 4, 2026
10.61†Credit Agreement, dated as of February 11, 2026, by and among Drone Nerds, LLC, Anzu Robotics, LLC, the other Loan Parties party thereto, and JPMorgan Chase Bank, N.A.8-K001-3640410.1February 17, 2026
10.62Security Agreement, dated as of February 11, 2026, by and among Drone Nerds, LLC, Anzu Robotics, LLC, the other Loan Parties party thereto, any additional entities which become parties thereto, and JPMorgan Chase Bank, N.A.8-K001-3640410.2February 17, 2026
10.63Subordination Agreement, dated as of February 11, 2026, by and among Drone Nerds, LLC, the other Loan Parties party thereto, each of the creditors listed on the signatory page thereto, and JPMorgan Chase Bank, N.A.8-K001-3640410.3February 17, 2026
10.64†Intellectual Property Security Agreement, dated as of February 11, 2026, by and between JPMorgan Chase Bank, N.A. and Drone Nerds, LLC and Anzu Robotics, LLC.X
10.65+Director Services Agreement, dated January 1, 2025, by and between XTI Aerospace, Inc. and Tensie Axton.X
10.66+Director Services Agreement, dated December 30, 2025, by and between XTI Aerospace, Inc. and Clinton Weber.X
10.67+Consulting Agreement, dated as of February 1, 2026, by and between XTI Aerospace, Inc. and David E. Brody.X
16.1Letter from Marcum LLP, 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 CBIZ LLP.X
23.2Consent 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, 2025
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.
##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.