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.