Material Event (Form 8-K)

Item 8.01 Other Events.

On July 7, 2025, XTI Aerospace, Inc. (the "Company") 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 closed on June 26, 2025. The option was exercised for 1,219,995 shares of common stock at the public offering price of $1.75 per share. Following the partial exercise of the over-allotment option, the Company sold a total of 10,362,995 shares of common stock (or pre-funded warrants in lieu thereof) in the offering, generating gross proceeds of approximately $18 million, prior to the deduction of underwriting discounts, commissions, and estimated offering expenses.

The Company also issued additional warrants to the underwriter to purchase an aggregate of 61,000 shares of common stock at an exercise price of $2.1875 per share, subject to adjustments, with the same terms as the warrants issued in connection with the initial closing of the offering.