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 March 31, 2024, 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. 58 Table of Contents 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. INPIXON Date: May 20, 2024 By: /s/ Scott Pomeroy Scott Pomeroy Chief Executive Officer (Principal Executive Officer) By: /s/ Brooke Turk Brooke Turk Chief Financial Officer (Principal Financial Officer) 59 Table of Contents 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† 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 2.5† 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-K 001-36404 2.2 October 23, 2023 2.6† 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 60 Table of Contents Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 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 Bylaws, as amended. S-1 333-190574 3.2 August 12, 2013 3.15 Bylaws Amendment . 8-K 001-36404 3.2 September 13, 2021 3.16 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 3.17 Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019. 8-K 001-36404 3.1 January 15, 2019 3.18 By-Laws Amendment No. 3 8-K 001-36404 3.1 September 19, 2023 3.19 By-Laws Amendment No. 4 8-K 001-36404 3.2 September 19, 2023 3.20 Bylaws Amendment. 8-K 001-36404 3.4 March 15, 2024 3.21 Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock. 8-K 001-36404 3.1 March 15, 2024 3.22 Certificate of Amendment (Reverse Stock Split). 8-K 001-36404 3.2 March 15, 2024 3.23 Certificate of Amendment (Name Change). 8-K 001-36404 3.3 March 15, 2024 61 Table of Contents Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 4.1 Promissory Note, dated effective as of January 5, 2023 10-K 001-36404 4.20 April 16, 2024 4.2 Amendment No. 1 to Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc. and David E. Brody. 10-K 001-36404 4.21 April 16, 2024 4.3 Unsecured Convertible Promissory Note, dated as of October 1, 2023. 10-K 001-36404 4.22 April 16, 2024 4.4 Amendment No. 1 to Unsecured Convertible Promissory Note, dated as of March 12, 2024, by and between XTI Aircraft Company and David E. Brody. 10-K 001-36404 4.23 April 16, 2024 4.5 Amendment No. 2 to Unsecured Convertible Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc. and David E. Brody. 10-K 001-36404 4.24 April 16, 2024 4.6 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.25 April 16, 2024 4.7 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.26 April 16, 2024 4.8 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.27 April 16, 2024 4.9 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.28 April 16, 2024 4.10## Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.29 April 16, 2024 4.11 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.30 April 16, 2024 4.12## Form of Amendment No. 2 to Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.31 April 16, 2024 10.1 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 62 Table of Contents Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.2 Exchange Agreement, dated March 12, 2024, by and between Inpixon and Streeterville Capital, LLC. 8-K 001-36404 10.2 March 15, 2024 10.3 Securities Purchase Agreement, dated March 12, 2024, by and between Inpixon and 3AM Investments LLC. 8-K 001-36404 10.3 March 15, 2024 10.4 Form of Indemnification Agreement. 8-K 001-36404 10.4 March 15, 2024 10.5 Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc. and Nadir Ali. 8-K 001-36404 10.5 March 15, 2024 10.6 Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc. and Wendy Loundermon. 8-K 001-36404 10.6 March 15, 2024 10.7+ Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Nadir Ali. 8-K 001-36404 10.7 March 15, 2024 10.8+ Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Wendy Loundermon. 8-K 001-36404 10.8 March 15, 2024 10.9+ Amendment to Inpixon Transaction Bonus Plan, dated March 11, 2024. 8-K 001-36404 10.9 March 15, 2024 10.10+ Form of Acknowledgement Agreement. 8-K 001-36404 10.10 March 15, 2024 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 March 31 , 202 4 . 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 March 31 , 202 4 . 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 63 Table of Contents Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 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 with applicable taxonomy extension information contained in Exhibits 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 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. ## 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. 64