IPO - XTI Aerospace, Inc.

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Form Type: 8-K

Filing Date: 2025-07-09

Corporate Action: Ipo

Type: New

Accession Number: 000121390025062431

Filing Summary: On July 9, 2025, XTI Aerospace, Inc. closed a partial exercise of the over-allotment option granted to the underwriter of its public offering of common stock, pre-funded warrants, and common warrants that originally closed on June 26, 2025. The underwriter exercised the option for 151,005 shares of common stock at the public offering price of $1.75 per share. Following this exercise, the over-allotment option was fully exercised, leading to the sale of a total of 10,514,000 shares of common stock (or pre-funded warrants in lieu thereof) in the offering, resulting in gross proceeds of approximately $18.4 million, before deductions for underwriting discounts, commissions, and estimated offering expenses. The company additionally issued 7,551 shares of common stock warrants to the underwriter at an exercise price of $2.1875 per share, which have terms consistent with the initial closing of the offering.

Additional details:

Item Reported: partial_exercise_of_over-allotment_option


Shares Exercised: 151005


Public Offering Price: 1.75


Total Shares Sold: 10514000


Gross Proceeds: 18400000


Additional Warrants Issued: 7551


Exercise Price Of Additional Warrants: 2.1875


Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025061835

Filing Summary: On July 7, 2025, XTI Aerospace, Inc. closed a partial exercise of the over-allotment option granted to the underwriter of its public offering. This public offering included common stock, pre-funded warrants, and common warrants, which had originally closed on June 26, 2025. The underwriter exercised the option for 1,219,995 shares of common stock at the public offering price of $1.75 per share. Following this exercise, the Company sold a total of 10,362,995 shares of common stock, generating gross proceeds of approximately $18 million before accounting for underwriting discounts and estimated offering expenses. Additionally, the Company issued further warrants to purchase 61,000 shares of common stock at an exercise price of $2.1875 per share, with terms similar to the initial closing warrants.

Additional details:

Over Allotment Option Exercise: 1,219,995


Public Offering Price: 1.75


Total Shares Sold: 10,362,995


Gross Proceeds: 18 million


Additional Warrants Issued: 61,000


Additional Warrant Exercise Price: 2.1875


Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Ipo

Type: New

Accession Number: 000121390025058481

Filing Summary: On June 24, 2025, XTI Aerospace, Inc. entered into an underwriting agreement with ThinkEquity LLC for a public offering of 6,231,200 shares of common stock, accompanied by Pre-funded Warrants to purchase up to 2,911,800 shares and Common Warrants for an additional 9,143,000 shares at $1.75 per stock and $1.749 per Pre-funded Warrant. An over-allotment option for 1,371,000 additional shares and/or warrants was granted, with a partial exercise reported on June 25, 2025. The offering closed on June 26, 2025, yielding approximately $14.4 million in net proceeds, earmarked for working capital and general corporate purposes, including the development of the TriFan 600 airplane. The underwriters were also granted Representative’s Warrants for compensation, which are exercisable immediately and expire on June 26, 2030. Lock-up agreements were established for executives and the Company regarding securities transactions for specified periods following the agreement's date. Press releases detailing the pricing and closing of the offering were issued on June 24, 2025, and June 26, 2025, respectively.

Additional details:

Item Entered Into Agreement Date: 2025-06-24


Shares Offered: 6231200


Pre Funded Warrants: 2911800


Common Warrants: 9143000


Combined Public Offering Price Stock: 1.75


Combined Public Offering Price Pre Funded Warrant: 1.749


Net Proceeds Estimate: 14.4 million


Intended Use Of Proceeds: working capital and general corporate purposes


Exercise Price Pre Funded Warrant: 0.001


Exercise Price Common Warrant: 2.00


Exercise Period Common Warrant: 5 years


Representatives Warrants: 457150


Representatives Warrants Exercise Price: 2.1875


Offer Closing Date: 2025-06-26


Form Type: 424B4

Filing Date: 2025-06-25

Corporate Action: Ipo

Type: New

Accession Number: 000121390025057901

Filing Summary: XTI Aerospace, Inc. is conducting a firm commitment public offering of 6,231,200 shares of common stock and various warrants. The public offering price is $1.75 per share, accompanied by a Common Warrant with an exercise price of $2.00. Additionally, the offering includes 2,911,800 Pre-funded Warrants and 9,143,000 Common Warrants aimed at generating capital for the development of their unique vertical takeoff and landing (VTOL) airplane, the TriFan 600. The expected net proceeds from this offering are approximately $14.4 million, intended for working capital and the continued development of their xVTOL aircraft. The company aims to innovate within the vertical economy, focusing on advanced technologies and autonomous operations. Recent financial activities include a registered direct offering in January 2025 and an underwritten offering in March 2025, which bolstered the company's cash reserves and reduced outstanding liabilities. The offering will close on June 26, 2025, assuming completion of the underwriting process.

Additional details:

Shares Offered: 6231200


Pre Funded Warrants Offered: 2911800


Public Offering Price Per Share: 1.75


Exercise Price Common Warrant: 2


Expected Net Proceeds: 14400000


Underwriters:


Form Type: S-1/A

Filing Date: 2025-06-20

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025055855

Filing Summary: XTI Aerospace, Inc., a Nevada-based company, has filed an amendment to its S-1 registration statement with the SEC on June 20, 2025, intending to offer up to 4,558,404 shares of common stock and related warrants in a public offering. The company aims to raise capital for its innovative TriFan 600 aircraft project, a VTOL airplane that combines the features of a helicopter and a business jet, targeting private aviation and emergency services. The assumed public offering price is set at $3.51 per share. The offering is structured to prevent investors from exceeding specified ownership thresholds with pre-funded warrants, and includes a 45-day option for underwriters to purchase additional securities. Recent developments include completing a merger with XTI Aircraft Company and improving financial stability through prior public offerings. The document outlines risks associated with the investment, and it emphasizes the ongoing development and certification processes for the TriFan 600, along with current market conditions affecting pricing decisions. Additionally, it highlights the company's strategic focus on advancing into autonomous drones and managing a diversified vertical economy in aerospace.

Additional details:

Company Name: XTI Aerospace, Inc.


Registration Number: 333-287989


Prospectus Date: 2025-06-20


Shares Offered: 4,558,404


Offering Price: $3.51


Offering Structure: firm commitment public offering


Underwriters: ThinkEquity


Warrants Offered: 4,558,404 Common Warrants


Pre Funded Warrants: 4,558,404 Pre-funded Warrants


Industry Focus: aerospace


Aircraft Model: TriFan 600


Corporate Structure: merger with XTI Aircraft Company


Certification Status: type certification application accepted by FAA on March 17, 2025


Form Type: S-1

Filing Date: 2025-06-12

Corporate Action: Ipo

Type: New

Accession Number: 000121390025053928

Filing Summary: XTI Aerospace, Inc. has filed a registration statement for an initial public offering (IPO) of up to 3,960,396 shares of common stock at an assumed public offering price of $5.05 per share, based on the last reported sales price prior to the filing. Additionally, the company is offering pre-funded warrants for the purchase of common stock, targeted at investors who may exceed a specified ownership threshold and aims to prevent such situations. The offering is a firm commitment and includes a provision for underwriters to purchase additional shares to cover over-allotments. XTI's primary focus is on developing the TriFan 600, a revolutionary vertical takeoff and landing (VTOL) aircraft designed for various logistical and personal travel needs. The company, formed in Nevada and based in Englewood, Colorado, has emphasized its innovative strategy within the ‘vertical economy’, targeting high-performance xVTOL solutions. Other aspects highlighted include the completion of recent public offerings and the underlying need for continued capital to fund the ongoing development and compliance for FAA certifications. The establishment of a strong financial footing post-recent offerings has allowed the company to improve its balance sheet significantly. XTI’s strategic plans also include exploring opportunities in the drone market and pursuing partnerships and potential acquisitions for growth.

Additional details:

Shares Offered: 3960396


Pre Funded Warrants: 3960396


Offering Price Per Share: 5.05


Cik Number: 88-0434915


Company Name: XTI Aerospace, Inc.


Form Type: DRS

Filing Date: 2025-06-03

Corporate Action: Ipo

Type: New

Accession Number: 000121390025050156

Filing Summary: XTI Aerospace, Inc. filed a draft registration statement with the SEC concerning a public offering of up to 5,128,205 shares of common stock at an assumed price of $1.95 per share. As part of this offering, the company is also providing pre-funded warrants that allow certain investors to purchase shares without exceeding ownership thresholds. This offering is part of XTI's strategy to raise capital necessary for the continuation of their innovative xVTOL aircraft development, specifically the TriFan 600, which aims for civilian markets including private aviation and emergency medical services.

Additional details:

Share Count: 5128205


Offering Price Per Share: 1.95


Last Reported Price: 1.68


Investor Preference Threshold Low: 4.99


Investor Preference Threshold High: 9.99


Proceeds Use: development of TriFan 600


Common Stock Symbol: XTIA


Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Ipo

Type: New

Accession Number: 000101376225004468

Filing Summary: On March 28, 2025, XTI Aerospace, Inc. entered into an underwriting agreement with ThinkEquity LLC for a public offering of shares including common stock and warrants. The offering includes 765,200 shares of common stock priced at $1.36 per share, alongside pre-funded warrants to purchase 2,176,000 shares, and common warrants for 2,941,200 shares. The closing of the offering is anticipated on March 31, 2025, with net proceeds expected to be approximately $3.3 million, aimed at general corporate purposes and repaying secured promissory notes. Lock-up agreements were established for executive officers and directors restricting them from selling shares for varying periods post-offering. A copy of the legality opinion regarding the issuance of shares and warrants is attached, and press releases announcing the offering and its pricing will be included as exhibits.

Additional details:

Item 1: XTI Aerospace, Inc.


Item 2: ThinkEquity LLC


Item 3: 765200


Item 4: 2,176,000


Item 5: 2,941,200


Item 6: $1.36


Item 7: $3.3 million


Item 8: March 31, 2025


Item 9: 60 days


Item 10: 90 days


Form Type: 424B5

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002375

Filing Summary: XTI Aerospace, Inc. is offering 363,636,364 shares of common stock at a purchase price of $0.055 per share, totaling approximately $20 million. The common stock is listed on the Nasdaq under the symbol 'XTIA.' The offering's structure allows for immediate use of the funds raised, although no minimum offering requirement means fewer securities may be sold, impacting potential proceeds significantly. The placement agent, ThinkEquity LLC, is tasked with facilitating the sale but is not directly purchasing any shares. A Reverse Stock Split at a ratio of 1-for-250 will take effect on January 10, 2025, impacting all issued shares and shares from this offering. The company reported a commitment to utilize funds raised within their capital-intensive aircraft development operations and mentioned the planned closing of the offering taking place by January 10, 2025, contingent upon these processes.

Additional details:

Shares Offered: 363636364


Share Price: 0.055


Total Amount: 20000000


Placement Agent: ThinkEquity LLC


Proceeds Before Expenses: 18600000


Placement Agent Fees: 1400000


Reverse Stock Split Ratio: 1-for-250


Effective Date Reverse Split: 2025-01-10


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