What changed in this filing

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Item 5. Other Information

2024-08-14 compared with 2024-05-20 · 75 added, 56 removed, 94 unchanged (58% of the section changed)

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.

a) The information set forth below is included herein for the purpose of voluntarily providing disclosure under "Item 3.02 - Unregistered Sales of Equity Securities.” of Form 8-K.

On August 6, 2024, the Company entered into an exchange agreement with a holder of shares of the Company’s Series 9 Preferred Stock pursuant to which the Company and the holder agreed to exchange 225 shares of Series 9 Preferred Stock with an aggregate stated value of $236,250 (the “Preferred Shares”) for 1,133,093 shares of common stock (the “Exchange Shares”) at an effective price per share of $0.2085.

The Company issued the Exchange Shares to the holder on August 7, 2024, at which time the Preferred Shares were cancelled.

The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the Exchange Shares were issued in exchange for other outstanding securities of the Company, (b) there was no additional consideration delivered by the holder in connection with the exchange and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange.

As of August 14, 2024, the Company had 35,380,840 shares of common stock outstanding.

Because the Exchange Shares constitute less than 5% of the Company’s outstanding common stock, the disclosure under this Item 3.02 is being disclosed voluntarily.

c) Insider trading arrangements

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 June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

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.

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.

May 20, 2024 By:

August 14, 2024 By:

/s/ Scott Pomeroy

22 unchanged sentences

8-K 001-36404 2.2 October 23, 2023

2.6 Amendment to Business Combination Agreement, dated as of June 18, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C.

and Damon Motors Inc.

8-K 001-36404 2.1 June 24, 2024

2.7† Equity Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC.

12 unchanged sentences

8-K 001-36404 3.2 March 1, 2017

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

3.7 Certificate of Amendment to Articles of Incorporation (authorized share increase).

2 unchanged sentences

8-K 001-36404 3.1 February 6, 2018

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

3.9 Certificate of Amendment to Articles of Incorporation (Reverse Split).

24 unchanged sentences

8-K 001-36404 3.1 March 15, 2024

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

3.22 Certificate of Amendment (Reverse Stock Split).

2 unchanged sentences

8-K 001-36404 3.3 March 15, 2024

3.24 Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock

8-K 001-36404 3.1 May 1, 2024

4.1 Promissory Note, dated as of May 1, 2024.

8-K 001-36404 4.1 May 1, 2024

4.2 Promissory Note, dated as of May 24, 2024.

8-K 001-36404 4.1 May 29, 2024

10.1† Note Purchase Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc.

and Streeterville Capital, LLC.

8-K 001-36404 10.1 May 1, 2024

10.2 Guaranty, dated as of May 1, 2024, of XTI Aircraft Company.

8-K 001-36404 10.2 May 1, 2024

10.3 Pledge Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc.

and Streeterville Capital, LLC.

8-K 001-36404 10.3 May 1, 2024

10.4† Security Agreement, dated as of May 1, 2024, by and between XTI Aircraft Company and Streeterville Capital, LLC.

8-K 001-36404 10.4 May 1, 2024

10.5 Form of Exchange Agreement.

8-K 001-36404 10.5 May 1, 2024

10.6* Employment Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc.

and Scott Pomeroy

8-K 001-36404 10.1 May 10, 2024

10.7* Employment Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc.

and Brooke Turk

8-K 001-36404 10.2 May 10, 2024

10.8* Tensie Axton Offer Letter

8-K 001-36404 10.1 May 15, 2024

10.9 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024)

8-K 001-36404 10.2 May 15, 2024

10.10* Non-Employee Director Compensation Policy

8-K 001-36404 10.3 May 15, 2024

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

10.11 Amendment No.

1 to Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc.

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

3 to Equity Distribution Agreement, dated as of May 28, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC

8-K 001-36404 10.1 May 29, 2024

10.12 Amendment No.

1 to Unsecured Convertible Promissory Note, dated as of March 12, 2024, by and between XTI Aircraft Company and David E.

10-K 001-36404 4.23 April 16, 2024

4 to Equity Distribution Agreement, dated as of May 31, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC

8-K 001-36404 10.1 May 31, 2024

10.13 Exchange Agreement, dated May 30, 2024, by and between XTI Aerospace, Inc.

and the Warrant Holder

8-K 001-36404 10.2 May 31, 2024

10.14 Amendment No.

2 to Unsecured Convertible Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc.

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

5 to Equity Distribution Agreement, dated as of June 10, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC

8-K 001-36404 10.1 June 10, 2024

10.15 Amendment No.

6 to Equity Distribution Agreement, dated as of June 14, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC

8-K 001-36404 10.1 June 14, 2024

10.16 Form of Exchange Agreement

8-K 001-36404 10.2 June 14, 2024

10.17 Form of Restricted Stock Award Agreement (incorporated by reference to Schedule 1 to Exhibit A to the Consulting Agreement, dated March 12, 2024, by and between the Company and Nadir Ali, which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on March 15, 2024)

8-K 001-36404 10.3 June 14, 2024

10.18 2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021)

8-K 001-36404 10.4 June 14, 2024

10.19 Letter Agreement, signed June 18, 2024, by and between Damon Motors Inc.

and XTI Aerospace, Inc.

8-K 001-36404 10.1 June 24, 2024

10.20† 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-K 001-36404 10.1 July 1, 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 June 30 , 2024.

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

31.2 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 .

32.1# Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

3 unchanged sentences

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

5 unchanged sentences

# 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information