SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XTI AEROSPACE, INC. | |
| Date: April 16, 2024 | By: | /s/ Scott Pomeroy |
|---|
| Scott PomeroyChief Executive Officer |
Each person whose signature appears below constitutes and appoints Scott Pomeroy and Brooke Turk, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date |
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| /s/ Scott Pomeroy | Chief Executive Officer, Chairman and Director | April 16, 2024 |
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| Scott Pomeroy | (Principal Executive Officer) | |
|---|
| /s/ Brooke Turk | Chief Financial Officer | April 16, 2024 |
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| Brooke Turk | (Principal Financial and Accounting Officer) | |
|---|
| /s/ David Brody | Director | April 16, 2024 |
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| David Brody |
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| /s/ Soumya Das | Director | April 16, 2024 |
|---|
| Soumya Das |
|---|
| /s/ Kareem Irfan | Director | April 16, 2024 |
|---|
| Kareem Irfan |
|---|
| EXHIBIT INDEX |
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| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · Filing Date · FiledHerewith |
|---|
| 2.1 | Agreement and Plan of Merger dated August 31, 2013 by and among Sysorex Global Holdings Corp., Sysorex Merger Sub, Inc., Shoom, Inc. and the Shareholder Representative. | S-1 | 333-191648 | 2.4 | October 9, 2013 |
| 2.2 | Agreement and Plan of Merger dated as of December 20, 2013, by and among Sysorex Global Holdings Corp., AirPatrol Corporation, AirPatrol Acquisition Corp. I, AirPatrol Acquisition Corp. II, and Shareholders Representative Services LLC. | S-1/A | 333-191648 | 2.6 | January 21, 2014 |
| 2.3 | Amendment No. 1 to Agreement and Plan of Merger dated February 28, 2014 with AirPatrol Corporation. | S-1/A | 333-191648 | 2.7 | March 13, 2014 |
| 2.4 | Amendment No. 2 to Agreement and Plan of Merger dated April 18, 2014 with AirPatrol Corporation. | 8-K | 001-36404 | 2.8 | April 24, 2014 |
| 2.5 | Waiver and Amendment No. 3 to Agreement and Plan of Merger dated May 30, 2014 with AirPatrol Corporation. | S-1 | 333-198502 | 12.9 | August 29, 2014 |
| 2.6† | Asset Purchase Agreement, dated as of April 24, 2015, between Sysorex Global Holdings Corp., LightMiner Systems, Inc. and Chris Baskett. | 8-K | 001-36404 | 2.1 | April 30, 2015 |
| 2.7 | Separation and Distribution Agreement, dated August 7, 2018 between Inpixon and Sysorex, Inc. | 10-Q | 001-36404 | 2.1 | August 13, 2018 |
| 2.8 | Amendment No. 1 to Separation and Distribution Agreement dated August 31, 2018 between Inpixon and Sysorex, Inc. | 8-K | 001-36404 | 10.5 | September 4, 2018 |
| 2.9† | Share Purchase Agreement, dated May 21, 2019, by and among Inpixon, Inpixon Canada, Inc., Locality Systems Inc., Kirk Moir, in his capacity as the Sellers’ Representative, the Sellers and Garibaldi Capital Advisors Ltd. | 8-K | 001-36404 | 2.1 | May 22, 2019 |
| 2.10† | Asset Purchase Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp. | 8-K | 001-36404 | 2.1 | July 1, 2019 |
| 2.11† | Share Purchase Agreement, dated July 9, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc., the Vendors, and Chris Wiegand, in his capacity as the Vendors’ Representative. | 8-K | 001-36404 | 2.1 | July 11, 2019 |
| 2.12† | Amendment to Share Purchase Agreement, dated as of August 8, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc., the Vendors, and Chris Wiegand, in his capacity as the Vendors’ Representative. | 8-K | 001-36404 | 2.1 | August 9, 2019 |
| 2.13 | The Second Amendment to the Share Purchase Agreement, dated August 15, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc, and Chris Wiegand, in his capacity as the Vendors’ representative. | 8-K | 001-36404 | 2.1 | August 19, 2019 |
| 2.14† | Asset Purchase Agreement, dated as of August 19, 2020, by and among Inpixon, Ten Degrees Inc., Ten Degrees International Limited, mCube International Limited and mCube, Inc. | 8-K | 001-36404 | 2.1 | August 20, 2020 |
| 2.15† | Share Sale and Purchase Agreement, dated as of October 5, 2020, among Inpixon GmbH, Sensera Limited and Nanotron Technologies GmbH. | 8-K | 001-36404 | 2.1 | October 5, 2020 |
| 2.16 | Amendment to the Share Sale and Purchase Agreement, dated as of February 24, 2021, among Inpixon GmbH, Sensera Limited and Nanotron Technologies GmbH. | 8-K | 001-36404 | 2.1 | February 26, 2021 |
| 2.17† | Stock Purchase Agreement, dated as of March 25, 2021, among Inpixon, Game Your Game, Inc., Rick Clemmer, and Martin Manniche. | 10-K | 001-36404 | 2.23 | March 31, 2021 |
| 2.18† | Stock Purchase Agreement, dated as of April 30, 2021, among Inpixon, Design Reactor, Inc., dba The CXApp, the sellers set forth on the signature page thereto and each other person who owns outstanding capital stock of The CXApp and executes a Joinder to Stock Purchase Agreement, and Leon Papkoff, as Sellers’ Representative | 8-K | 001-36404 | 2.1 | May 6, 2021 |
| 2.19† | Share Sale and Purchase Agreement, dated as of December 8, 2021, between Nanotron Technologies GmbH and the Shareholders of IntraNav GmbH. | 8-K | 001-36404 | 2.1 | December 13, 2021 |
| 2.20 | Amendment to Stock Purchase Agreement, dated as of December 30, 2021, by and between Inpixon and Leon Papkoff, in his capacity as the Sellers’ Representative. | 8-K | 001-36404 | 2.1 | December 30, 2021 | |
| 2.21 | Second Amendment to Stock Purchase Agreement, dated as of March 3, 2022, by and between Inpixon and Leon Papkoff, in his capacity as Sellers' Representative | 8-K | 001-36404 | 2.1 | March 9, 2022 | |
| 2.22† | 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-K | 001-36404 | 2.1 | September 26, 2022 | |
| 2.23† | 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-K | 001-36404 | 2.2 | September 26, 2022 | |
| 2.24 | Sponsor Support Agreement, dated as of September 25, 2022, by and among KINS Capital LLC, KINS Technology Group Inc., Inpixon and CXApp Holding Corp | 8-K | 001-36404 | 2.3 | September 26, 2022 | |
| 2.25† | Agreement and Plan of Merger, dated July 24, 2023, among Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. | 8-K | 001-36404 | 2.1 | July 25, 2023 | |
| 2.26 | First Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. | | X |
| 2.27† | Second Amendment to Merger Agreement, dated March 12, 2024, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. | 8-K | 001-36404 | 10.1 | March 15, 2024 | |
| 2.28† | Separation Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc. | 8-K | 001-36404 | 2.1 | October 23, 2023 | |
| 2.29† | 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-K | 001-36404 | 2.2 | October 23, 2023 | |
| 2.30† | Equity Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC. | 8-K | 001-36404 | 2.1 | February 23, 2024 | |
| 3.1 | Restated Articles of Incorporation. | S-1 | 333-190574 | 3.1 | August 12, 2013 | |
| 3.2 | Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares). | S-1 | 333-218173 | 3.2 | May 22, 2017 |
| 3.3 | Certificate of Amendment to Articles of Incorporation (Reverse Split). | 8-K | 001-36404 | 3.1 | April 10, 2014 |
| 3.4 | Articles of Merger (renamed Sysorex Global). | 8-K | 001-36404 | 3.1 | December 18, 2015 |
| 3.5 | Articles of Merger (renamed Inpixon). | 8-K | 001-36404 | 3.1 | March 1, 2017 |
| 3.6 | Certificate of Amendment to Articles of Incorporation (Reverse Split). | 8-K | 001-36404 | 3.2 | March 1, 2017 |
| 3.7 | Certificate of Amendment to Articles of Incorporation (authorized share increase). | 8-K | 001-36404 | 3.1 | February 5, 2018 |
| 3.8 | Certificate of Amendment to Articles of Incorporation (Reverse Split). | 8-K | 001-36404 | 3.1 | February 6, 2018 |
| 3.9 | Certificate of Amendment to Articles of Incorporation (Reverse Split). | 8-K | 001-36404 | 3.1 | November 1, 2018 |
| 3.10 | Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split). | 8-K | 001-36404 | 3.1 | January 7, 2020 |
| 3.11 | Certificate 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, 2021 | 8-K | 001-36404 | 3.1 | November 19, 2021 |
| 3.12 | Certificate of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022) | 8-K | 001-36404 | 3.1 | October 6, 2022 |
| 3.13 | Certificate 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, 2022 | 8-K | 001-36404 | 3.1 | December 2, 2022 |
| 3.14 | Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock. | 8-K | 001-36404 | 3.1 | March 15, 2024 |
| 3.15 | Certificate of Amendment (Reverse Stock Split). | 8-K | 001-36404 | 3.2 | March 15, 2024 |
| 3.16 | Certificate of Amendment (Name Change). | 8-K | 001-36404 | 3.3 | March 15, 2024 |
| 3.17 | Bylaws, as amended. | S-1 | 333-190574 | 3.2 | August 12, 2013 |
| 3.18 | Bylaws Amendment | 8-K | 001-36404 | 3.2 | September 13, 2021 |
| 3.19 | By-Laws Amendment No. 3 | 8-K | 001-36404 | 3.1 | September 19, 2023 |
| 3.20 | By-Laws Amendment No. 4 | 8-K | 001-36404 | 3.2 | September 19, 2023 |
| 3.21 | Bylaws Amendment. | 8-K | 001-36404 | 3.4 | March 15, 2024 |
| 4.1 | Specimen Stock Certificate of the Company. | S-1 | 333-190574 | 4.1 | August 12, 2013 |
| 4.2 | Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock. | 8-K | 001-36404 | 3.1 | April 24, 2018 |
| 4.3 | Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019. | 8-K | 001-36404 | 3.1 | January 15, 2019 |
| 4.4 | Promissory Note, dated as of December 21, 2018 | 8-K | 001-36404 | 4.1 | December 31, 2018 |
| 4.5 | Form of Warrant | 8-K | 001-36404 | 4.1 | January 15, 2019 |
| 4.6 | Form of Warrant Agency Agreement | 8-K | 001-36404 | 4.2 | January 15, 2019 | |
| 4.7 | Promissory Note, dated as of May 3, 2019 | 8-K | 001-36404 | 4.1 | May 3, 2019 | |
| 4.8 | Promissory Note, dated as of June 27, 2019. | 8-K | 001-36404 | 4.1 | June 27, 2019 | |
| 4.9 | Form of Series A warrants. | 8-K | 001-36404 | 4.2 | August 14, 2019 | |
| 4.10 | Series 6 Preferred Certificate of Designation, effective as of August 13, 2019. | 8-K | 001-36404 | 4.1 | August 14, 2019 | |
| 4.11 | Promissory Note, dated as of March 18, 2020. | 8-K | 001-36404 | 4.1 | March 20, 2020 | |
| 4.12 | Series 7 Convertible Preferred Stock Certificate of Designation, filed with the Secretary of State of the State of Nevada and effective September 13, 2021 | 8-K | 001-36404 | 3.1 | September 15, 2021 | |
| 4.13 | Description of Registrant's Securities | | X |
| 4.14 | Series 8 Convertible Preferred Stock Certificate of Designation, filed with the Secretary of State of the State of Nevada and effective March 22, 2022 | 8-K | 001-36404 | 3.1 | March 24, 2022 | |
| 4.15 | Promissory Note, dated as of July 22, 2022 | 8-K | 001-36404 | 4.1 | July 22, 2022 | |
| 4.16 | Form of Purchase Warrants | 8-K | 001-36404 | 4.1 | October 20, 2022 | |
| 4.17 | Promissory Note, dated as of December 30, 2022 | 8-K | 001-36404 | 4.1 | December 30, 2022 | |
| 4.18 | Common Stock Purchase Warrant | 10-Q | 001-36404 | 4.7 | May 16, 2023 | |
| 4.19 | Form of New Warrant. | 8-K | 001-36404 | 4.1 | December 15, 2023 | |
| 4.20 | Promissory Note, dated effective as of January 5, 2023 | | X |
| 4.21 | Amendment No. 1 to Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc. and David E. Brody. | | X |
| 4.22 | Unsecured Convertible Promissory Note, dated as of October 1, 2023. | | X |
| 4.23 | Amendment No. 1 to Unsecured Convertible Promissory Note, dated as of March 12, 2024, by and between XTI Aircraft Company and David E. Brody. | | X |
| 4.24 | Amendment No. 2 to Unsecured Convertible Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc. and David E. Brody. | | X |
| 4.25 | Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 4.26 | Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 4.27 | Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 4.28 | Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 4.29# | Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 4.30 | Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 4.31# | Form of Amendment No. 2 to Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. | | X |
| 10.1+ | Amended and Restated 2011 Employee Stock Incentive Plan. | S-8 | 333-195655 | 10.22 | May 2, 2014 | |
| 10.2+ | Form of Incentive Stock Option Agreement. | 8-K | 001-36404 | 10.9 | October 27, 2014 |
| 10.3+ | Form of Non-Qualified Stock Option Agreement. | 8-K | 001-36404 | 10.5 | October 27, 2014 |
| 10.4+ | Form of Restricted Stock Award Agreement. | 8-K | 001-36404 | 10.6 | October 27, 2014 |
| 10.5+ | 2018 Employee Stock Incentive Plan, as amended. | S-8 | 333-234458 | 99.1 | November 1, 2019 |
| 10.6+ | 2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement. | 10-K | 001-36404 | 10.8 | March 31, 2021 |
| 10.7+ | 2018 Employee Stock Incentive Plan Form of Non-Qualified Stock Option Agreement. | 10-K | 001-36404 | 10.7 | March 31, 2021 |
| 10.8+ | 2018 Employee Stock Incentive Plan Form of Restricted Stock Award Agreement. | 10-K | 001-36404 | 10.6 | March 31, 2021 |
| 10.9+ | Director Services Agreement with Leonard A. Oppenheim dated October 21, 2014. | 8-K | 001-36404 | 10.1 | October 27, 2014 |
| 10.10+ | Director Services Agreement with Kareem M. Irfan dated October 21, 2014. | 8-K | 001-36404 | 10.3 | October 27, 2014 |
| 10.11+ | Director Services Agreement with Tanveer A. Khader dated October 21, 2014. | 8-K | 001-36404 | 10.4 | October 27, 2014 |
| 10.12+ | Amended and Restated Employment Agreement by and between the Company and Nadir Ali | 10-Q | 001-36404 | 10.14 | May 15, 2018 |
| 10.13+ | Employment Agreement, effective as of October 1, 2014, between Wendy Loundermon and the Company. | 8-K | 001-36404 | 10.8 | October 27, 2014 |
| 10.14+ | Employment Agreement dated November 4, 2016, by and between Sysorex USA and Soumya Das. | 10-K | 001-36404 | 10.51 | April 17, 2017 |
| 10.15+ | Amendment to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc. and Soumya Das | 8-K | 001-36404 | 10.8 | September 4, 2018 |
| 10.16+ | Waiver and Amendment No. 1 to Board of Directors Services Agreement with Leonard A. Oppenheim dated February 4, 2019. | 10-K | 001-36404 | 10.9 | March 28, 2019 |
| 10.17+ | Waiver and Amendment No. 1 to Board of Directors Services Agreement with Kareem M. Irfan dated February 4, 2019. | 10-K | 001-36404 | 10.11 | March 28, 2019 |
| 10.18+ | Waiver and Amendment No. 1 to Board of Directors Services Agreement with Tanveer A. Khader dated February 4, 2019. | 10-K | 001-36404 | 10.13 | March 28, 2019 |
| 10.19 | Second Amendment Agreement, dated as of April 2, 2019, between Inpixon and Sysorex, Inc. | 8-K | 001-36404 | 10.1 | April 5, 2019 |
| 10.20† | Patent Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp. | 8-K | 001-36404 | 10.1 | July 1, 2019 |
| 10.21† | Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy. | 8-K | 001-36404 | 10.4 | July 1, 2019 |
| 10.22† | Patent License Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp. | 8-K | 001-36404 | 10.2 | July 1, 2019 |
| 10.23 | Note Purchase Agreement, dated as of March 18, 2020. | 8-K | 001-36404 | 10.1 | March 20, 2020 |
| 10.24† | 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-K | 001-36404 | 10.1 | June 22, 2020 |
| 10.25 | Amendment 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-K | 001-36404 | 10.1 | July 2, 2020 |
| 10.26+ | Amendment No. 4 to Inpixon 2018 Employee Stock Incentive Plan. | 10-Q | 001-36404 | 10.7 | August 14, 2020 |
| 10.27 | Form of Amended and Restated Limited Liability Company Agreement of Cardinal Venture Holdings LLC. | 8-K | 001-36404 | 10.2 | October 5, 2020 |
| 10.28 | Amendment #2 to Promissory Note, dated as of March 17, 2021, by and between Inpixon and Iliad Research and Trading, L.P. | 8-K | 001-36404 | 10.1 | March 19, 2021 |
| 10.29 | Securities Settlement Agreement, dated as of April 14, 2021, by and between Sysorex, Inc. and Inpixon. | 8-K | 001-36404 | 10.1 | April 14, 2021 |
| 10.30 | Right to Shares Letter Agreement, dated as of April 14, 2021, by and between Sysorex, Inc. and Inpixon. | 8-K | 001-36404 | 10.2 | April 14, 2021 |
| 10.31 | Form of Registration Rights Agreement, dated as of April 14, 2021 by and among Sysorex, Inc. and the parties to the Securities Subscription Agreement and certain other parties. | 8-K | 001-36404 | 10.3 | April 14, 2021 |
| 10.32# | Stockholders’ Agreement, dated as of April 9, 2021, among Inpixon, Game Your Game, Inc. and the Minority Stockholders. | 8-K | 001-36404 | 10.4 | April 14, 2021 |
| 10.33 | Amendment #3 to Promissory Note, dated as of March 16, 2022, by and between Inpixon and Iliad Research and Trading, L.P. | 10-K | 001-36404 | 10.40 | March 16, 2022 |
| 10.34+ | Amendment to the Inpixon 2018 Employee Stock Incentive Plan | 8-K | 001-36404 | 10.1 | November 19, 2021 |
| 10.35† | Exchange Agreement, dated January 28, 2022, by and between Inpixon and Warrant Holder | 8-K | 001-36404 | 10.1 | January 28, 2022 |
| 10.36† | Form of Securities Purchase Agreement | 8-K | 001-36404 | 10.1 | March 22, 2022 |
| 10.37 | Form of Lock-up Agreement | 8-K | 001-36404 | 10.2 | March 22, 2022 |
| 10.38 | Equity Distribution Agreement, dated as of July 22, 2022, between Inpixon and Maxim Group LLC | 8-K | 001-36404 | 10.1 | July 22, 2022 |
| 10.39† | Note Purchase Agreement, dated as of July 22, 2022 | 8-K | 001-36404 | 10.2 | July 22, 2022 |
| 10.40 | Securities Purchase Agreement, dated as of April 27, 2022, by and between Inpixon and FOXO Technologies, Inc. | 10-Q | 001-36404 | 10.1 | August 15, 2022 |
| 10.41 | 10% Original Issue Discount Senior Convertible Debenture | 10-Q | 001-36404 | 10.2 | August 15, 2022 |
| 10.42 | Subsidiary Guarantee | 10-Q | 001-36404 | 10.3 | August 15, 2022 |
| 10.43† | Form of Securities Purchase Agreement. | 8-K | 001-36404 | 10.1 | October 20, 2022 |
| 10.44 | Placement Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC | 8-K | 001-36404 | 10.2 | October 20, 2022 |
| 10.45 | Amendment to the Inpixon 2018 Employee Stock Incentive Plan | 8-K | 001-36404 | 10.1 | December 2, 2022 |
| 10.46 | Amendment No. 2 to Board of Directors Services Agreement, dated as of May 16, 2022, between Inpixon and Kareem M. Irfan | 10-Q | 001-36404 | 10.1 | November 14, 2022 |
| 10.47† | Note Purchase Agreement, dated as of December 30, 2022 | 8-K | 001-36404 | 10.1 | December 30, 2022 |
| 10.48 | Form of Amendment No. 1 to Common Stock Purchase Warrants. | 8-K | 001-36404 | 10.1 | February 28, 2023 |
| 10.49 | Form of Limited Liability Company Unit Transfer and Joinder Agreement. | 8-K | 001-36404 | 10.2 | February 28, 2023 |
| 10.50† | Employee Matters Agreement, dated March 14, 2023, by and among KINS, KINS Merger Sub Inc., Inpixon, and Legacy CXApp. | 8-K | 001-36404 | 10.1 | March 20, 2023 |
| 10.51 | Tax Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp. | 8-K | 001-36404 | 10.2 | March 20, 2023 |
| 10.52† | Transition Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp. | 8-K | 001-36404 | 10.3 | March 20, 2023 |
| 10.53 | Warrant Purchase Agreement | 10-Q | 001-36404 | 10.6 | May 16, 2023 |
| 10.54 | Placement Agency Agreement | 10-Q | 001-36404 | 10.7 | May 16, 2023 |
| 10.55 | Amendment #2 to Promissory Note, dated as of May 16, 2023. | 8-K | 001-36404 | 10.1 | May 19, 2023 |
| 10.56 | Amendment to Promissory Note, dated as of May 16, 2023. | 8-K | 001-36404 | 10.2 | May 19, 2023 |
| 10.57 | Amendment No. 1 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC. | 8-K | 001-36404 | 10.1 | June 13, 2023 |
| 10.58 | Form of Amendment Agreement. | 8-K | 001-36404 | 10.1 | June 21, 2023 |
| 10.59 | XTI Amended and Restated Senior Secured Note with Loan Schedule. | 10-Q | 001-36404 | 10.23 | November 20, 2023 |
| 10.60 | Form of Security and Pledge Agreement. | 8-K | 001-36404 | 10.2 | July 25, 2023 |
| 10.61+ | Inpixon Transaction Bonus Plan, dated July 24, 2023. | 8-K | 001-36404 | 10.3 | July 25, 2023 |
| 10.62+ | Inpixon Transaction Bonus Plan, dated July 24, 2023. | 8-K | 001-36404 | 10.4 | July 25, 2023 |
| 10.63+ | First Amendment to Employment Agreement, dated July 24, 2023, between Inpixon and Wendy Loundermon. | 8-K | 001-36404 | 10.5 | July 25, 2023 |
| 10.64 | Form of Securities Purchase Agreement by and between Damon Motors Inc. and Inpixon. | 8-K | 001-36404 | 10.1 | October 23, 2023 |
| 10.65 | Form of Convertible Promissory Note to be issued by Damon Motors Inc. to Inpixon. | 8-K | 001-36404 | 10.2 | October 23, 2023 |
| 10.66 | Form of Common Share Purchase Warrant to be issued by Damon Motors Inc. to Inpixon. | 8-K | 001-36404 | 10.3 | October 23, 2023 |
| 10.67 | Form of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc. and certain securityholders. | 8-K | 001-36404 | 10.4 | October 23, 2023 |
| 10.68 | Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders. | 8-K | 001-36404 | 10.5 | October 23, 2023 |
| 10.69 | Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders. | 8-K | 001-36404 | 10.6 | October 23, 2023 |
| 10.70 | Form of Inducement Agreement by and between Inpixon and the Holder. | 8-K | 001-36404 | 10.1 | December 15, 2023 |
| 10.71 | Amendment No. 2 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC. | 8-K | 001-36404 | 10.1 | January 3, 2024 |
| 10.72 | Liquidating Trust Agreement, dated as of December 27, 2023, by and among Inpixon, Grafiti Holding Inc. and the sole original trustee named therein. | 8-K | 001-36404 | 10.2 | January 3, 2024 |
| 10.73 | First Amendment to Senior Secured Promissory Note, dated as of December 30, 2023, by and between Inpixon and XTI Aircraft Company. | 8-K | 001-36404 | 10.3 | January 3, 2024 |
| 10.74 | Second Amendment to Senior Secured Promissory Note, dated as of February 2, 2024, by and between Inpixon and XTI Aircraft Company. | 8-K | 001-36404 | 10.1 | February 5, 2024 |
| 10.75 | Exchange Agreement, dated March 12, 2024, by and between Inpixon and Streeterville Capital, LLC. | 8-K | 001-36404 | 10.2 | March 15, 2024 |
| 10.76 | Securities Purchase Agreement, dated March 12, 2024, by and between Inpixon and 3AM Investments LLC. | 8-K | 001-36404 | 10.3 | March 15, 2024 |
| 10.77 | Form of Indemnification Agreement. | 8-K | 001-36404 | 10.4 | March 15, 2024 |
| 10.78 | Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc. and Nadir Ali. | 8-K | 001-36404 | 10.5 | March 15, 2024 |
| 10.79 | Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc. and Wendy Loundermon. | 8-K | 001-36404 | 10.6 | March 15, 2024 | |
| 10.80+ | Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Nadir Ali. | 8-K | 001-36404 | 10.7 | March 15, 2024 | |
| 10.81+ | Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Wendy Loundermon. | 8-K | 001-36404 | 10.8 | March 15, 2024 | |
| 10.82+ | Amendment to Inpixon Transaction Bonus Plan, dated March 11, 2024. | 8-K | 001-36404 | 10.9 | March 15, 2024 | |
| 10.83+ | Form of Acknowledgement Agreement. | 8-K | 001-36404 | 10.10 | March 15, 2024 | |
| 10.84†# | Aircraft Purchase Agreement, dated February 2, 2022, between XTI Aircraft Company and Counterparty A. | S-1 | 333-273964 | 10.62 | October 6, 2023 | |
| 10.85+# | Consulting Services Agreement, dated July 5, 2022, by and between XTI Aircraft Company and Waymaker Capital, LLC. | | X |
| 10.86+ | Consulting Agreement, dated August 16, 2023, by and between XTI Aircraft Company and Playa Property Management, LLC, d/b/a Springboard Ventures. | | X |
| 10.87+ | Employment Agreement, dated July 28, 2022, but effective as of July 1, 2022, by and between XTI Aircraft Company and Michael Hinderberger. | | X |
| 21.1 | List of Subsidiaries of the Company. | | X |
| 23.1 | Consent of Marcum LLP. | | X |
| 24.1 | Power of Attorney (included on signature page). | | X |
| 31.1 | Certification 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 |
| 31.2 | Certification 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 |
| 97.1 | XTI Aerospace, Inc. Clawback Policy. | X |
| 101.INS | Inline 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.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X |
| + | Indicates a management contract or compensatory plan. |
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| † | 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. |
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| # | 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. |
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| ## | 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. |
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