What changed in this filing

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Item 5. Other Information

2024-11-14 compared with 2024-08-14 · 33 added, 58 removed, 111 unchanged (45% of the section changed)

Other Information

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.

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

The Company agreed to issue 11,907,216 shares of common stock (the “Preferred Exchange Shares”) to a holder of shares of the Company’s Series 9 Preferred Stock, at an effective price per share of $0.0485, in exchange for the return and cancellation of 550 shares of Series 9 Preferred Stock with an aggregate stated value of $577,500, pursuant to the terms and conditions of an exchange agreement dated November 13, 2024.

The Preferred Exchange Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that (a) the Preferred Exchange Shares will be 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 November 14, 2024, after taking into account the issuance of the Preferred Exchange Shares, the Company has 163,497,143 shares of common stock outstanding.

The information set forth below is included herein for the purpose of providing the disclosure required under "Item 5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers." of Form 8-K.

On November 12, 2024, Jennifer Gaines amicably resigned as Chief Legal Officer of the Company, effective immediately.

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.

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, 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.

August 14, 2024 By:

November 14, 2024 By:

/s/ Scott Pomeroy

25 unchanged sentences

8-K 001-36404 2.1 June 24, 2024

2.7 Second Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C.

and Damon Motors Inc.

8-K 001-36404 2.1 October 2, 2024

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

8 unchanged sentences

8-K 001-36404 3.1 December 18, 2015

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

3.5 Articles of Merger (renamed Inpixon).

2 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).

24 unchanged sentences

8-K 001-36404 3.2 September 19, 2023

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

3.20 Bylaws Amendment.

2 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).

18 unchanged sentences

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

10.5* Employment Agreement, dated September 19, 2024, by and between XTI Aerospace, Inc.

and Tobin Arthur.

8-K 001-36404 10.1 September 23, 2024

10.6 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

10.11 Amendment No.

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.

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.

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

8-K 001-36404 10.2 September 23, 2024

10.7 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.

8-K 001-36404 10.3 September 23, 2024

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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 , 2024.

10.8 Form of Second Letter Agreement by and between Damon Motors Inc.

and XTI Aerospace, Inc.

8-K 001-36404 10.1 October 4, 2024

10.9* Employment Agreement, dated October 28, 2024, by and between XTI Aerospace, Inc.

and Jennifer Gaines

8-K 001-36404 10.1 October 30, 2024

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

11 unchanged sentences

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