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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): April 16, 2025

 

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: (800) 680-7412

 

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 7.01 Regulation FD Disclosure.

 

XTI Aerospace, Inc. (the “Company”) has prepared an updated corporate presentation that it intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. This presentation will be posted on the “Presentations” tab of the “Company Info” section of the Company’s investor relations website at https://ir.xtiaerospace.com/company-information/presentations.

 

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Investor Presentation
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: April 16, 2025 By: /s/ Brooke Turk
  Name:  Brooke Turk
  Title: Chief Financial Officer

 

 

2

 

EX-99.1 2 ea023762901ex99-1_xtiaero.htm INVESTOR PRESENTATION

Exhibit 99.1

 

XTI AEROSPACE Powering the vertical economy. CORPORATE PRESENTATION April 2025

 


DISCLAIMER This presentation is made solely for information purposes and no representation or warranty, express or implied, is made by XTI Aerospace, Inc. (“XTI,” “we,” “us,” “our,” and, together with our subsidiaries, the “Company”) or any of its representatives as to the information contained in this presentation. This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation, including, without limitation, statements regarding future actions; prospective products, anticipated expenses, applications, customers and technologies; future performance or results of anticipated products; and projected expenses and financial results, are forward - looking statements You can find many (but not all) of these forward - looking statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” or other similar expressions in this presentation. These forward - looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections, including, without limitation: the Company’s history of losses; our ability to achieve or maintain profitability in the future; our limited operating history after our recent business combination with XTI Aircraft Company; our ability to meet the development and commercialization schedule with respect to the TriFan 600; the risk that we have not yet manufactured any non - prototype aircraft or delivered any aircraft to a customer, and that our and our current and future collaborators may be unable to successfully develop and market our aircraft or solutions, or may experience significant delays in doing so; the uncertainties associated with obtaining regulatory approvals of our aircraft including certification by the Federal Aviation Administration, which is a lengthy and costly process; our ability to obtain adequate financing in the future as needed; the risk that our conditional pre - orders for our aircraft (which include conditional aircraft purchase agreements, non - binding reservations, and options) are canceled, modified, delayed or not placed and that we must return refundable deposits; emerging competition and rapidly advancing technology that may outpace our technology; customer demand for the products and services we develop; the impact of competitive or alternative products, technologies and pricing; our ability to develop other new products and technologies; our ability to navigate the regulatory environment and complexities with compliance related to such environment; our ability to attract customers and/or fulfill customer orders; our ability to enhance and maintain the reputation of our brand and expand our customer base; our ability to scale in a cost - effective manner and maintain and expand our manufacturing and supply chain relationships; general economic conditions and events and the impact they may have on us and our potential customers, including, but not limited to increases in inflation rates and rates of interest, supply chain challenges; cybersecurity attacks; our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market; lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subjected to and are required to report; our ability to respond to a failure of our systems and technology to operate our business; our ability to protect our intellectual property; the outcome of any known and unknown litigation and regulatory proceedings; our success at managing the risks involved in the foregoing items; and other risks and uncertainties described in our public filings with the SEC, which are accessible at www.sec.gov, and which you are advised to consult. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. The forward - looking statements are based upon management’s beliefs and assumptions and are made as of the date of this presentation. We undertake no obligation to publicly update or revise any forward - looking statements included in this presentation. You should not place undue reliance on these forward - looking statements. This presentation also contains estimates, projections and other information concerning our industry and our business, including data regarding the estimated size of our markets and their projected growth rates. Unless otherwise indicated, such estimates, projections and other information is based on information released by independent industry analysts and other third - party sources and management estimates. In some cases, we do not expressly refer to the sources from which these data are derived. Management estimates are derived from publicly available information released by independent industry analysts and other third - party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us.

 


THIS IS NOT INSIDE INFORMATION The regional powered - lift sector (VTOL) was the most overlooked economy in aviation until this year. VTOL EXPECTED GROWTH $1T $9T By 2040 By 2050 * eVTOL/Urban Air Mobility TAM Update: A Slow Take - Off, But Sky's the Limit - Morgan Stanley Powered lift aircraft are the first new category of aircraft in nearly 80 years and this historic rule will pave the way for accommodating wide - scale Advanced Air Mobility in the future. “ ” MIKE WHITAKER Former FAA Administrator October 22, 2024 xVTOL MARKET OPPORTUNITY REGIONAL xVTOL Less than 5 Competitors URBAN eVTOL 100+ Competitors Range in Miles No New Infrastructure Required

 


 


xVTOL INNOVATION XTI’s xVTOL solutions will help power the emerging vertical economy. Revolutionary Aircraft XTI’s aircraft technology transforms regional mobility with VTOL capabilities and jet - like performance. Partnering With Leaders XTI is building partnerships with world class organizations and industry innovators. Seamless Certification Leveraging largely pre - certified components improves speed to market.

 


Airplane 300+ mph, 800+ miles ● Regional travel ● Pressurized cabin ● Faster cruising speeds ● Runway needed ● Limited of landing options ● Flyers commute to airport xVTOL ADVANTAGE Helicopter 150 mph, up to 300 miles ● Vertical take off ● Hover capability ● Limited speed ● Limited range ● Limited payload Traditional aircraft have pros and cons. Owners shouldn’t have to choose. Regional xVTOL blends the best of helicopters and planes.

 


SUPERIOR MAX CRUISE SPEED 311 mph EXTENDED RANGE Up to 985 miles PAYLOAD 7 Occupants TriFan 600 THE OPTIMAL xVTOL SOLUTION XTI xVTOL FUTURE PRODUCT FAMILY Autonomous / Cargo 2 - 4 Seat Payload All Electric Hybrid - electric Military / Government 8 - 12 Seat Payload Cargo

 


 


xVTOL FIRST Lifting the VTOL economy requires xVTOL. Twice as FAR and twice as FAST doubling revenue opportunities for operators. 2x REVENUE POTENTIAL The TriFan 600 flies 2X as fast and 2X as far as helicopters, doubling revenue opportunities for operators. 40 - 60% LOWER COSTS Projected operational costs are significantly lower than comparable solutions in the market. 1.4bn POTENTIAL REVENUE 1.6bn in potential additional revenue 140 CONDITIONAL PURCHASE ORDERS 154 Non - binding Reservations & Options VALUATION PATHWAY Preliminary Design Conceptual Design Critical Design First Flight Joby Archer Eve XTI Aerospace

 


 


Conceptual Design 140 Conditional Pre - orders & 154 Non - binding Reservations & Options worth $3.0B in Potential Revenue. CAPITAL SOURCES: + Reg.

 


A + Private Investment + Pre - Order Deposits Preliminary Design $100M Capital to be raised CAPITAL SOURCES: + Public Raise + Private Investment o UHNW o Institutionals o Strategics o Sovereign Funds + Military/Govt Critical Design $250M Capital to be raised CAPITAL SOURCES: + New Pre - Orders First Flight $300M to $400M Capital to be raised CAPITAL SOURCES: + Milestone Payments on Pre - Orders CAPITAL PATHWAY MEET THE TEAM Don Purdy SVP & Interim President Collins Aerospace Director of Strategy Development Honeywell, Inc. Business Development Saleem Zaheer Chief Commercial Officer IndiGo Airlines VP Flight Operations & Special Projects United Airlines Captain Charlie Johnson Chief Operating Advisor Cessna President Living Legends of Aviation Member Aviation Halls of FameKansas & Colorado U.S. Air Force Fighter Pilot Dave Ambrose VP Engineering Keith Davis VP Programs XTI Director Air Vehicle Integration Aerion Supersonic Vehicle Integration Lead Lockheed Skunk Works F35 Joint Strike Fighter Cessna Propulsion Engineer XTI Director Program Management Aerion Supersonic Senior Project Engineer NORDAM Senior Program Manager Northrop Grumman Senior Engineer Scott Pomeroy Chairman / CEO AVX Aircraft Company Board Member GEN3 Co - Founder of Boutique Merchant Bank.

 


$50M raised Dex Media CFO, Managed $10B raises Brooke Turk CFO Springboard Ventures CFO Services CB Scientific, Inc. CFO The Champion Group CFO MADSKY CFO Tobin Arthur CSO Catalyst Fund I Managing Partner Innovation4Alpha Founder AngelMD Founder CureUs President Michael Tapp Chairman of Advisory Board Len Urbas SVP Corporate Development SDR Ventures Independent Director Waymaker Capital Group Managing Partner The Signatry Regional President THANK YOU.