XTI Aerospace Announces Proposed Stock Offering, Shares Plummet 27%

XTI Aerospace plans to offer shares and warrants in an underwritten public offering, with all shares and warrants being sold by the company. The offering is subject to market and other conditions, and the number of shares and warrants to be sold and the offering price have not yet been determined.

Englewood, Colorado – March 30, 2025 – XTI Aerospace, Inc. (Nasdaq: XTIA), a pioneer in advanced aircraft design, has announced its intention to offer shares and warrants in an underwritten public offering. The company has not yet determined the number of shares and warrants to be sold or the offering price, which will be subject to market and other conditions.

The offering is expected to close on March 31, 2025, subject to customary closing conditions. XTI Aerospace will use the net proceeds primarily for general working capital, general corporate purposes, and the full repayment of its outstanding secured promissory notes. ThinkEquity is acting as the sole book-running manager for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-279901), including a base prospectus, filed with the U.S. Securities and Exchange Commission (SEC) on May 31, 2024, as amended on June 14, 2024, and declared effective on June 18, 2024. The offering will be made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

XTI Aerospace is the parent company of XTI Aircraft Company, which is currently developing the TriFan 600, a fixed-wing business aircraft with vertical takeoff and landing (VTOL) capability, speeds of up to 345 mph, and a range of approximately 700 miles. Additionally, the Inpixon business unit of XTI Aerospace is a leader in real-time location systems (RTLS) technology, with customers using its location intelligence solutions in factories and other industrial facilities to optimize operations, increase productivity, and enhance safety.

The company's forward-looking statements, which include projections regarding the timing and completion of the offering and the anticipated use of net proceeds, are subject to risks and uncertainties. Investors are urged to carefully review and consider the risk factors discussed in XTI's filings with the SEC, including those discussed under the caption "Risk Factors" in its most recent annual report on Form 10-K, filed with the SEC on April 16, 2024, and in subsequent reports filed with or furnished to the SEC.