XTI Aerospace Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from ______________ to _______________ Commission File Number001-36404 XTI AEROSPACE, INC.(Exact name of registrant as specified in its charter) 8123 InterPort Blvd.,Suite CEnglewood,CO80112(Address of principal executive offices)(Zip Code)(303)503-5660(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Name of each exchange onwhich each is registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June28, 2024,the last business day of the registrant’s most recently completed second fiscal quarter, was $10,996,269based upon the closing pricereported for such date on the Nasdaq Capital Market. As of April 11, 2025, there were5,537,540shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. XTI AEROSPACE, INC.TABLE OF CONTENTS SPECIALNOTE REGARDINGFORWARD-LOOKINGSTATEMENTS AND OTHERINFORMATIONCONTAINED IN THIS REPORTiiPART I1ITEM 1:BUSINESS1ITEM 1A:RISK FACTORS10ITEM 1B:UNRESOLVED STAFF COMMENTS36ITEM 1C:CYBERSECURITY37ITEM 2:PROPERTIES38ITEM 3:LEGAL PROCEEDINGS38ITEM 4:MINE SAFETY DISCLOSURES38PART II39ITEM 5:MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES39ITEM 6:[RESERVED]39ITEM 7:MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS39ITEM 7A:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK52ITEM 8:FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1ITEM 9:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE53ITEM 9A:CONTROLS AND PROCEDURES53ITEM 9B:OTHER INFORMATION53ITEM 9C:DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS53PART III54ITEM 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE54ITEM 11:EXECUTIVE COMPENSATION60ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS73ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE74ITEM 14:PRINCIPAL ACCOUNTING FEES AND SERVICES81PART IV82ITEM 15:EXHIBITS, FINANCIAL ST