XTI Aerospace, Inc. 10-Q

Item 5. Other Information None of the Company’s directors or officers adopted , modified or terminated a Rule 10b-5 trading arrangement or a non-Rule 10b-5 trading arrangement during the fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K. Item 6. Exhibits See the Exhibit index following the signature page to this Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference. 62 SIGNATURES 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 thereunto duly authorized. XTI AEROSPACE, INC Date: November 19, 2025 By: /s/ Scott Pomeroy Scott Pomeroy Chief Executive Officer (Principal Executive Officer) By: /s/ Brooke Turk Brooke Turk Chief Financial Officer (Principal Financial Officer) 63 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-K 001-36404 2.1 July 25, 2023 2.2 First Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. 10-K 001-36404 2.26 April 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-K 001-36404 10.1 March 15, 2024 2.4† 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 2.5† 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-K 001-36404 2.1 November 12, 2025 2.6† 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-K 001-36404 2.2 November 12, 2025 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 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 64 Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 3.10 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 November 1, 2018 3.11 Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019. 8-K 001-36404 3.1 January 15, 2019 3.12 Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split). 8-K 001-36404 3.1 January 7, 2020 3.13 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 3.14 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 3.15 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 3.16 Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock. 8-K 001-36404 3.1 March 15, 2024 3.17 Certificate of Amendment (Reverse Stock Split). 8-K 001-36404 3.2 March 15, 2024 3.18 Certificate of Amendment (Name Change). 8-K 001-36404 3.3 March 15, 2024 3.19 Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock 8-K 001-36404 3.1 May 1, 2024 3.20 Certificate of Amendment to Articles of Incorporation, effective as of January 10, 2025. 8-K 001-36404 3.1 January 10, 2025 3.21 Certificate of Designation of Preferences and Rights of Series 10 Convertible Preferred Stock . 8-K 001-36404 3.1 November 12, 2025 3.22 Amended and Restated Bylaws of XTI Aerospace, Inc. 10-Q 001-36404 3.21 August 14, 2025 4.1 Form of Pre-funded Warrant. 8-K 001-36404 4.1 September 15, 2025 4.2 Form of Common Warrant. 8-K 001-36404 4.2 September 15, 2025 4.3 Form of Placement Agent Warrant. 8-K 001-36404 4.3 September 15, 2025 4.4 Revolving Promissory Note, dated July 10, 2025, issued by Drone Nerds Inc and Anzu Robotics, LLC to Banesco USA. 8-K 001-36404 4.1 November 12, 2025 4.5 Promissory Note issued by XTI Drones Holdings, LLC to New Drone Nerds S-Corp, Inc., dated November 10, 2025. 8-K 001-36404 4.2 November 12, 2025 4.6 Promissory Note issued by XTI Drones Holdings, LLC to New Anzu Robotics S-Corp, LLC, dated November 10, 2025. 8-K 001-36404 4.3 November 12, 2025 4.7 Form of Placement Agent’s Warrant. 8-K 001-36404 4.4 November 12, 2025 65 Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.1* Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.1 August 21, 2025 10.2* Form of Incentive Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.2 August 21, 2025 10.3* Form of Non-Qualified Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.3 August 21, 2025 10.4* Form of Restricted Stock Award Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.4 August 21, 2025 10.5* Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.5 August 21, 2025 10.6* Employment Agreement, dated September 1, 2025, by and between XTI Aerospace, Inc. and Michael A. Tapp. 8-K 001-36404 10.1 September 5, 2025 10.7* Side Letter, dated September 1, 2025, from XTI Aerospace, Inc. to Michael A. Tapp. 8-K 001-36404 10.4 September 5, 2025 10.8* Form of Indemnification Agreement. 8-K 001-36404 10.4 March 15, 2024 10.9 Placement Agency Agreement, dated September 12, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC. 8-K 001-36404 10.1 September 15, 2025 10.10 Form of Lock-Up Agreement. 8-K 001-36404 10.2 September 15, 2025 10.11† Loan Agreement, dated July 10, 2025, by and among Drone Nerds Inc, Anzu Robotics, LLC and Banesco USA. 8-K 001-36404 10.1 November 12, 2025 10.12† Security Agreement, dated July 10, 2025, by and among Drone Nerds Inc, Anzu Robotics, LLC and Banesco USA. 8-K 001-36404 10.2 November 12, 2025 31.1 Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. X 31.2 Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. 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 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 † 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. * Indicates a management contract or compensatory plan or arrangement. # 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. 66