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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

XTI Aerospace, Inc.

XTIANASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Dr. Allan Evans to the Board of Directors and as Chairman of the Board Effective as of October 14, 2026, the Board of Directors (the “Board”) of XTI Aerospace, Inc. (the “Company”) appointed Dr.…

Filed Oct 14, 2026Accepted Oct 14, 2026, 7:00 AM EDTCIK 1529113Accession 0001213900-26-109218
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Company context

We are primarily an aircraft development company. We also provide real-time location systems (“RTLS”) for the industrial sector.

Current securities

Historical securities (1)

Recent company filings

  1. Results of Operations and Financial Condition · Other EventsOct 13, 2026
  2. SCHEDULE 13G - filed by Grossman Bruce regarding XTI Aerospace, Inc.Sep 9, 2026
  3. SCHEDULE 13G - filed by Harrington Patrick Green regarding XTI Aerospace, Inc.Sep 3, 2026
  4. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD DisclosureSep 1, 2026
  5. Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureAug 18, 2026

Registered securities in this filing

XTI AEROSPACE, INC. · 8-K · Filed 2026-10-14

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock

Symbol
XTIA
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-10-14

Dimensions: Not supplied

Accession 000121390026109218 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Dr. Allan Evans to the Board of Directors and as Chairman of the Board Effective as of October 14, 2026, the Board of Directors (the “Board”) of XTI Aerospace, Inc. (the “Company”) appointed Dr. Allan Evans as a Class I director, for a term expiring at the Company’s 2027 annual meeting of stockholders, to fill an existing vacancy on the Board. The Board also appointed Dr. Evans to serve as Chairman of the Board. Dr. Evans has not been appointed to any committee of the Board. In connection with Dr. Evans’ appointment as Chairman, the Board designated Jonathan G. Ornstein, who previously served as Interim Chairman of the Board, as Vice Chairman of the Board. Dr. Evans has served as chief executive officer and a director of Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines”) since December 2023, and as a director of Datacentrex, Inc. (Nasdaq: DTCX), a digital infrastructure company, since December 2025. From January 2021 to November 2023, Dr. Evans served as chief operating officer of Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”), a drone technology company. Before that, he served as chief executive officer of Fat Shark Holdings, Ltd. (“Fat Shark”) from 2017 until Red Cat acquired Fat Shark in November 2020. From August 2017 to October 2020, Dr. Evans served as a director of Ballast Technologies, a location-based entertainment technology company. In November 2012, Dr. Evans co-founded Avegant, a display technology company, where he served as chief technology officer until 2016. Dr. Evans holds 47 issued or pending patents. He received a Ph. D. in Electrical Engineering from the University of Michigan. Dr. Evans will receive compensation for his service on the Board in accordance with the Company’s non-employee director compensation policy, which is described under the caption “Director Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026. Under the policy, Dr. Evans will receive an annual cash retainer of $50,000, payable quarterly in arrears, for general availability and participation in meetings and conference calls of the Board, and reimbursement of reasonable expenses incurred in performing his duties as a director. He will also receive an annual grant of stock options under the Company’s Amended and Restated 2018 Employee Stock Incentive Plan, as amended, with a fair market value, based on a Black-Scholes option pricing model, equal to his aggregate annual cash retainer, granted within 90 days of the end of each fiscal year or on such other date as approved by the Board or an authorized committee thereof, with an exercise price equal to the market price of the Company’s common stock on the grant date. The Company expects to enter into a director services agreement with Dr. Evans reflecting these terms. The Company intends to file the director services agreement as an exhibit to a subsequent filing with the SEC. Dr. Evans and the Company will also enter into the Company’s standard form of indemnification agreement, the form of which was previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2024, and is incorporated herein by reference. There are no arrangements or understandings between Dr. Evans and any other person under which Dr. Evans was selected as a director. There are no family relationships between Dr. Evans and any director or executive officer of the Company. Dr. Evans serves as chief executive officer and a director of Unusual Machines. On November 12, 2025, Unusual Machines purchased 25,000 shares of the Company’s Series 10 Convertible Preferred Stock from the Company for $25.0 million, as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025. On January 5, 2026, following receipt of stockholder approval, the shares of Series 10 Convertible Preferred Stock automatically converted into 1,721,980 shares of common stock and a pre-funded warrant to purchase 15,307,735 shares of common stock. In accordance with the terms of the Series 10 Convertible Preferred Stock, the pre-funded warrant was issued in lieu of common stock that would have caused Unusual Machines to exceed a 4.99% beneficial ownership limitation. The pre-funded warrant is subject to the same 4.99% beneficial ownership limitation. As a result, as of October 14, 2026, Unusual Machines beneficially owned approximately 4.99% of the Company’s outstanding common stock. In addition, Unusual Machines has from time to time purchased drone parts and components from Drone Nerds, LLC, a subsidiary of the Company, in the ordinary course of business on terms consistent with those offered to Drone Nerds’ other customers. Since November 10, 2025, Unusual Machines has paid Drone Nerds an aggregate of approximately $1.1 million for those purchases. Other than as disclosed above, Dr. Evans has no transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On October 14, 2026, the Company issued a press release announcing the appointment of Dr. Evans as a director and Chairman of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, 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 of that section. It shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ea030855101ex99-1.htm

Exhibit 99.1 XTI Aerospace Appoints Unusual Machines CEO Dr. Allan Evans to Serve as Chairman of its Board of Directors DALLAS, October 14, 2026 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA) (“XTI Aerospace,” “XTI” or the “Company”), an aerospace and advanced technology platform and parent company of Drone Nerds, LLC, (“Drone Nerds”), a leading drone solutions platform serving commercial, enterprise and government customers, today announced the appointment of Dr. Allan Evans as a director and Chairman of its Board of Directors. His addition returns the Board to five members. In connection with Dr. Evans’ appointment as Chairman, the Board designated Mr. Ornstein as Vice Chairman of the Board. “We are very pleased to welcome Allan to XTI’s Board,” said Jonathan Ornstein, XTI Aerospace’s Vice Chairman. “Allan brings deep engineering expertise, proven business development and corporate strategy experience, as well as a firsthand understanding of the domestic supply chain for the growing U.S. drone industry. We look forward to leveraging his experience at Unusual Machines as we seek to help advance the next generation of unmanned operations across complex environments.” Dr. E…

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