XTI Aerospace, Inc. (0001529113) (Filer)

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 13, 2026

XTI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800) 680-7412

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On October 13, 2026, XTI Aerospace, Inc. (the “Company”) issued a press release announcing, among other things, certain preliminary unaudited financial results for the quarter ended June 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 June 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 8.01 Other Events.

Completion of Internal Review

As previously disclosed in the Company’s Notification of Late Filing on Form 12b-25 filed with the Securities and Exchange Commission on August 17, 2026, a committee of the Company’s Board of Directors composed entirely of independent directors, as defined in the Nasdaq Stock Market listing standards (the “Committee”), represented by independent counsel, initiated an internal review in July 2026 of matters relating to the Company’s former Chief Executive Officer, who resigned on August 17, 2026, and other related corporate governance matters. The Committee has completed the internal review.

Based on the internal review, the Company reported that there were no financial misstatements discovered and are on track to report second quarter results later in October 2026.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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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.

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