Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 11, 2024

 

XTI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-36404		88-0434915
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

8123 InterPort Blvd., Suite C Englewood, CO		80112
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		XTIA		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On September 11, 2024, XTI Aerospace, Inc. (the “Company”) issued a press release announcing the formation of its Corporate Advisory Board and the appointment of Michael Tapp as its chairman. The Corporate Advisory Board will assist the Company’s Board of Directors in evaluating strategic opportunities as the Company continues the development of its TriFan 600 aircraft. Mr. Tapp will also serve as a senior advisor to the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated September 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	XTI AEROSPACE, INC.
Date: September 11, 2024	By:	/s/ Scott Pomeroy
	Name:	Scott Pomeroy
	Title:	Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

XTI Aerospace Forms Corporate Advisory Board

 

Michael Tapp Named Advisory Board Chairman

and Senior Advisor

 

Newly Formed Advisory Board

to Help Evaluate Strategic Opportunities

 

ENGLEWOOD, Colo., Sept. 11, 2024 /PRNewswire/ -- XTI Aerospace, Inc. (NASDAQ: XTIA) today announced formation of the XTI Corporate Advisory Board and the appointment of Michael Tapp as its Chairman. Mr. Tapp is an operating partner for Palingen Capital, an evergreen holding company that acquires lower middle market businesses from legacy-minded owners. Mr. Tapp will also serve as a Senior Advisor to the Company. 

 

“We have begun an exciting new phase in the growth of XTI Aerospace and we have determined that it is time to evaluate our strategic opportunities to best capitalize on strong demand for the TriFan 600 from industry incumbents,” said Scott Pomeroy, Chairman and CEO of XTI. “We believe there is a disconnect between the value of XTI’s current stock price and the valuations that have been ascribed to XTI by multiple, credible private parties and Michael Tapp will provide guidance to our Board of Directors through the XTI Corporate Advisory Board as we evaluate our strategic pathways.”

 

“XTI innovations represent an inflection point in private regional, medical and military aviation, and I am excited to be part of the team behind it,” commented Michael Tapp, newly appointed Chairman of the XTI Corporate Advisory Board and Senior Advisor to XTI. “I have been tasked with assembling a team of key leaders across the industries that demand the capabilities of the TriFan 600 who will provide insights as we advise the XTI Board of Directors in evaluating its corporate direction as XTI enters the next development phase in furtherance of commercialization.”

 

Mr. Tapp is an operating partner for Palingen Capital and has served in a similar role for HBC Investments, a private equity firm, after almost a decade of leadership roles at Interstate Battery. While at Interstate, he was an officer on the senior executive team, the President of Interstate’s multi-unit franchise system, and the President of Interstate’s industrial power management business. He also has contributed to the Investment Committee of the SBoTX Foundation as well as to the boards of directors and corporate advisory boards of several growth stage companies with international footprints.

 

Before joining Interstate, Mr. Tapp held senior executive roles at both operating and private equity organizations while serving on the Executive Committee of the Center for New Ventures and Entrepreneurship at Texas A&M University’s Mays School of Business.

 

Mr. Tapp is an active member of the Young Presidents’ Organization (YPO) and the National Association of Corporate Directors (NACD).

 

 

 

About XTI Aerospace, Inc.

 

XTI Aerospace (XTIAerospace.com) (NASDAQ: XTIA) is the parent company of XTI Aircraft Company, an aviation business based near Denver, Colorado, currently developing the TriFan 600, a fixed-wing business aircraft designed to have the vertical takeoff and landing (VTOL) capability of a helicopter, speeds of up to 345 mph and a range of approximately 700 miles, creating an entirely new category – the vertical lift crossover airplane (VLCA). Additionally, the Inpixon (inpixon.com) business unit of XTI Aerospace is a leader in real-time location systems (RTLS) technology with customers around the world who use the company's location intelligence solutions in factories and other industrial facilities to help optimize operations, increase productivity, and enhance safety.

 

For more information about XTI Aerospace, please visit XTIAerospace.com, and follow the company on LinkedIn, X, and YouTube.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this press release, including without limitation, statements about the products under development by XTI, the advantages of XTI's technology, and XTI’s customers, plans and strategies are forward-looking statements.

 

Some of these forward-looking statements can be identified by the use of forward-looking words, including "believe," "continue," "could," “would,” “will,” "estimate," "expect," "intend," "plan," "target," "projects," or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by XTI Aerospace and its management, are inherently uncertain, and many factors may cause the actual results to differ materially from current expectations, which include, but are not limited to, the process in which XTI engages to evaluate strategic opportunities; the terms, timing, structure, benefits and costs of any [strategic opportunity] and whether one will be consummated at all; the impact of any [strategic opportunity] on the Company; and the risk that XTI’s conditional pre-orders are canceled, modified, delayed or not placed and that XTI must return the refundable deposits. XTI undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that might subsequently arise. Readers are urged to carefully review and consider the risk factors discussed from time to time in XTI’s filings with the SEC, including those factors discussed under the caption “Risk Factors” in its most recent annual report on Form 10-K, filed with the SEC on April 16, 2024, and in subsequent reports filed with or furnished to the SEC.

 

Contacts

 

General inquiries:

 

Email: [e-mail] 

Web: https://xtiaerospace.com/contact 

 

Investor Relations:

 

Crescendo Communications

Tel: [phone]

Email: [e-mail]

 

 

 

 

Cover	Sep. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 11, 2024
Entity File Number	001-36404
Entity Registrant Name	XTI AEROSPACE, INC.
Entity Central Index Key	0001529113
Entity Tax Identification Number	88-0434915
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8123 InterPort Blvd.
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	(800)
Local Phone Number	680-7412
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	XTIA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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