Form 8-K

8-K — XTI Aerospace, Inc.

Accession: 0001213900-26-111632

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0001529113

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0309418-8k_xtiaero.htm (Primary)

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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):

October 22, 2026

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.)

511 East John W. Carpenter Freeway, Suite 500

Las Colinas, TX 75062

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

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

2.02 Results of Operations and Financial Condition.

October 22, 2026, XTI Aerospace, Inc. (the “Company”) issued a press release announcing, among other things, certain preliminary

unaudited financial results for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K.

The

preliminary financial results reflect the Company’s preliminary estimates with respect to such results based on currently available

information and are subject to completion of the Company’s financial closing procedures. The Company’s financial closing

procedures for the quarter ended September 30, 2026 are not yet complete and, as a result, its actual results may vary from the estimated

preliminary results presented in the press release. Accordingly, undue reliance should not be placed on these preliminary estimates.

The Company undertakes no obligation to publicly update or revise any of these preliminary estimates, whether as a result of new information,

future events or otherwise, except as required by law.

The

information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

under that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1†

Press Release, dated October 22, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

†

Furnished herewith.

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: October 22, 2026

By:

/s/ Brooke Turk

Name:

Brooke Turk

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED OCTOBER 22, 2026

EX-99.1

Filename: ea030941801ex99-1.htm · Sequence: 2

Exhibit

99.1

XTI

Aerospace Provides Preliminary Third Quarter Revenue

LAUDERDALE, October 22, 2026 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA) (“XTI Aerospace,” “XTI,” or the “Company”),

an aerospace and advanced technology platform and parent company of Drone Nerds, LLC, (“Drone Nerds”), a leading drone solutions

platform serving commercial, enterprise and government customers, today announced preliminary revenue for the third quarter ended September

30, 2026 of $35.3 million, which is in line with the 2026 revenue outlook of $125 million to $130 million provided in the Company’s

release of second quarter results issued earlier this week.

Preliminary

third quarter revenue is unaudited, is based on currently available information, and is subject to completion of the Company’s

quarter-end financial closing procedures and review by its independent registered public accounting firm. Actual results may differ materially

from these preliminary results.

“The

third quarter saw an approximately 9% sequential increase from the second quarter of 2026 led by continued demand for enterprise drone

solutions and expanded product offerings across public safety, government, energy, infrastructure, agriculture and commercial markets,”

said Jeremy Schneiderman, XTI Aerospace’s Interim Chief Executive Officer. “This revenue growth, together with the reductions

in corporate overhead and lower cash burn we achieved in the third quarter, reflects progress on our plan, while we continue to work

to address our near-term liquidity needs, including the restructuring of our acquisition-related notes.”

About

XTI Aerospace, Inc.

XTI

Aerospace, Inc. (“XTI”) (Nasdaq: XTIA) is focused on building a leading platform for commercial and government drone adoption

in the growing unmanned aircraft systems (“UAS”) industry. Through its subsidiary, Drone Nerds, LLC, XTI supports enterprise

and government customers in sectors including public safety, agriculture, construction, and energy across the drone program lifecycle,

from hardware sourcing and deployment to training, service, repair, and the proprietary Always Flying™ program. Its established

U.S. customer base and reputation as a trusted solutions provider position the company as a go-to-market partner for drone manufacturers

and software developers seeking to scale in the domestic market.

For

more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube.

Cautionary

Statement Regarding Forward-Looking Statements

This

press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. All statements other than statements of historical fact contained in this press release are forward-looking statements.

Forward-looking

statements may be identified by words such as “believe,” “continue,” “could,” “would,” “will,”

“expect,” “intend,” “plan,” “target,” “estimate,” “project,” or similar expressions.

These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those

expressed or implied. Such risks include, but are not limited to, the Company’s ability to obtain a waiver of the existing cross-defaults

under its asset-based credit facility and to restructure or repay its acquisition-related promissory notes before the limited waiver

period expires, which may occur on ten days’ notice from the noteholders and in any event no later than December 31, 2026, the risk that

its lender declines to make further advances or accelerates outstanding borrowings, substantial doubt about the Company’s ability to

continue as a going concern, the Company’s ability to maintain the listing of its common stock on Nasdaq, the impact of Section 232 tariffs

and other trade measures; pending regulatory inquiries and proceedings relating to the Company and its subsidiaries; potential conflicts

of interest arising from its Interim Chief Executive Officer’s economic interest in the holders of its acquisition-related notes, market

adoption, regulatory requirements, supply chain conditions, technological development, integration of the acquired businesses, the Company’s

liquidity and ability to access additional capital on acceptable terms or at all, the Company’s negative stockholders’ equity and the

sufficiency of its capital resources, and changes in applicable laws or regulations, customer demand variability and seasonal purchasing

patterns, the Company’s ability to achieve projected gross margins and operating cost reductions, working capital timing and inventory

management, the outcome of pending legal proceedings involving the Company and its subsidiaries, the Company’s ability to maintain relationships

with key suppliers, restrictions and covenants under the Company’s ABL credit facility, risks related to the wind-down of the Company’s

ADS division and the development of its ATM division, which has not generated revenues, and the potential for significant non-cash charges

related to changes in the fair value of warrant liabilities as well as the other risks and uncertainties described in the Company’s filings

with the SEC. The Company’s financial outlook and other projections in this press release are based on management’s current expectations

and assumptions and are particularly subject to these risks. XTI undertakes no obligation to update any forward-looking statements to

reflect subsequent events or circumstances, except as required by applicable law. Readers are encouraged to review the risk factors described

in XTI’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings.

Contacts:

General

inquiries:

Email: contact@xtiaerospace.com

Web: https://xtiaerospace.com/contact

Investor

Relations:

IR@xtiaerospace.com

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