Form 8-K

8-K — XTI Aerospace, Inc.

Accession: 0001213900-26-056245

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001529113

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290761-8k_xtiaero.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 14, 2026 (ea029076101ex99-1.htm)

EX-99.2 — XTI AEROSPACE INC. 1Q2026 FINANCIAL RESULTS CONFERENCE CALL PREPARED REMARKS (ea029076101ex99-2.htm)

GRAPHIC (ea029076101_ex99-1img1.jpg)

GRAPHIC (ea029076101_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0290761-8k_xtiaero.htm · Sequence: 1

false

0001529113

2026-05-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

May 14, 2026

XTI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36404

88-0434915

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

15505 Wright Brothers Dr. Addison, TX

75001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (800) 680-7412

N/A

(Former name or former address, if changed since

last report)

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:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock

XTIA

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 May 14, 2026, XTI Aerospace,

Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2026. A copy of

the press release is furnished hereto as Exhibit 99.1. Senior management’s prepared remarks are also furnished hereto as Exhibit

99.2. The Company will post these prepared remarks providing additional detail and context regarding the Company’s financial results

and business update, following the issuance of the press release.

The information furnished

with this report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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, and it will not be deemed incorporated by reference into any registration statement or other document filed under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press release, dated May 14, 2026

99.2

XTI Aerospace Inc. 1Q2026 Financial Results Conference Call Prepared Remarks

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

XTI AEROSPACE, INC.

Date: May 14, 2026

By:

/s/ Brooke Turk

Name:

Brooke Turk

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED MAY 14, 2026

EX-99.1

Filename: ea029076101ex99-1.htm · Sequence: 2

Exhibit

99.1

Press

Release

XTI

Aerospace Reports First Quarter 2026 Results

DALLAS,

May 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 financial results for its first quarter ended March

31, 2026, and provided an update on the Company’s outlook for 2026.

2026

first quarter highlights (Inpixon results excluded and reflected in discontinued operations):

● Revenue

of $27.7 million

● Gross

profit of $5.1 million

● Gross

profit as a percentage of revenue of 18.6 percent

2026

Financial Outlook and Guidance(1):

The

Company expects to achieve the following targets for the full year 2026:

● Full

year 2026 revenue of $160 million or greater

● Full

year 2026 gross profit as a percentage of revenue of 19 percent to 21 percent

● Breakeven

cash flow in the third quarter 2026

● Cash

at year-end in the range of $15 million to $17 million

● Drone

Nerds earnings before interest, income taxes, depreciation and amortization (“EBITDA”)

as a percentage of revenue in the range of 9 percent to 10 percent

● End

2026 with $5 million to $10 million of availability under its asset-based lending (“ABL”)

facility

● Second-half

of 2026 consolidated adjusted EBITDA in the range of $2 million to $3 million or

greater

(1) Please

refer to the “Non-GAAP Measures” and Schedule 1 for the definitions and reconciliations

of our Non-GAAP financial measures including “Adjusted EBITDA”.

2026

first quarter events:

● In

February 2026, completed the divestiture of the Inpixon RTLS business to further streamline

the Company’s focus on its drone platform and core growth initiatives

● In

February 2026, secured $20 million Asset-Based Lending (“ABL”) credit facility

with JPMorgan to support growth and liquidity, subject to customary borrowing conditions,

covenants and availability

● Received

approximately $7.4 million in net proceeds from the exercise of warrants during the quarter

● Appointed

Clinton Weber and Jonathan Ornstein to XTI’s Board of Directors, further enhancing

the Board’s aviation, aerospace and unmanned systems experience

“We

believe the first quarter demonstrated continued progress in repositioning XTI Aerospace around a more scalable and financially disciplined

operating model,” said Scott Pomeroy, Chairman and Chief Executive Officer of XTI Aerospace. “Drone Nerds continued to expand

its enterprise and government engagement, pipeline activity strengthened entering the second quarter, and we continued executing against

our cost reduction and operational efficiency initiatives. Our focus remains on disciplined execution, margin improvement, liquidity

management, and building long-term shareholder value.”

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 1

Liquidity

and Capital Resources

of March 31, 2026, the Company had $15.2 million of unrestricted cash and cash equivalents, $4.6 million drawn and $8.1 million of remaining

availability on the borrowing base under its credit facility.

The

Company expects to end the year between $15 million and $17 million in cash and cash equivalents. From a liquidity and cash flow perspective,

the Company has made meaningful progress during the first quarter of 2026 and continued executing on its cost reduction and operational

realignment initiatives. Adjusted EBITDA improved significantly compared to prior periods, with adjusted EBITDA loss improving from approximately

negative $10 million in fourth quarter 2025 to approximately negative $5 million this quarter, reflecting the impact of actions taken

to streamline operations, reduce spending and better align its cost structure with the current scale and focus of the business. The Company

is on track to cross a key threshold which should result in the permanent transition from its historical cash burn to positive cash flow

during the third quarter of 2026. From there, the Company expects to continue to deliver ongoing and increasing positive cash flow during

its fourth quarter of 2026 and beyond.

addition, the Company expects to have between $5 million and $10 million in available capacity under its ABL facility as of December

31, 2026.

Based

on management’s current operating plans and assumptions, including expected cash flows from the Drone Nerds business and availability

under the Company’s ABL credit facility, the Company believes its existing sources of liquidity are intended to support the ordinary-course

operating needs of the Drone Nerds business. The Company may, however, require or seek additional capital to support strategic acquisitions

and to address the Company’s overall capital structure.

Unaudited

Supplemental Combined Financial Information

For

purposes of this release, the Company defines “pro forma” as unaudited supplemental combined financial information.

The

Company has provided unaudited supplemental financial information of the combined company in this press release. The following financial

information combines XTI and Drone Nerds historical operating results as if the businesses had been operated together on a combined basis

during prior periods. This financial information is intended to illustrate the current operating footprint of the Company following the

acquisition of Drone Nerds and divestiture of the Company’s Industrial IoT / Real-Time Location Systems business.

The

unaudited supplemental combined financial information is not “pro forma” financial information as that term is used in Article

11 of Regulation S-X. The unaudited supplemental combined financial information was not prepared in accordance with Article 11 of Regulation

S-X and differs from the unaudited pro forma condensed combined financial information included in the Current Report on Form 8-K/A filed

with the SEC on February 9, 2026 (the “Pro Forma 8-K Filing”), which was prepared in accordance with Article 11 of Regulation

S-X. The unaudited supplemental combined financial information was not prepared in accordance with Article 11 of Regulation S-X and is

presented for illustrative purposes to assist investors in understanding the operational performance of the combined business, timing

and operational impact of the acquisition, and integration of the combined business, and should not be considered a substitute for the

pro forma financial information included in the Company’s prior filings prepared in accordance with Article 11 of Regulation S-X.

Consequently,

the unaudited supplemental combined financial information is intentionally different from, but does not supersede, the pro forma financial

information set forth in the Pro Forma 8-K Filing or the pro forma financial information set forth in the Company’s most recent

annual report on Form 10-K

addition, the unaudited supplemental combined financial information does not purport to indicate the results that actually would have

been obtained had the companies been operated together during the periods presented, or which may be realized in the future. The unaudited

supplemental combined financial information has no impact on XTI’s or Drone Nerds’ previously reported consolidated balance

sheets or statements of operations, cash flows or equity.

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 2

XTI

Aerospace, Inc. and Subsidiaries

Pro

Forma(1) Combined Financial Data

(Unaudited)

For

the Three Months Ended

March

31,

2026

(Actual)

2025

(Pro

Forma)

(in

thousands, except percentages)

Amount

Change

Revenues

$ 27,696

$ 30,587

$ (2,891 )

(9 )%

Gross profit

5,146

7,228

(2,082 )

(29 )%

Gross

profit %

18.6 %

23.6 %

(5.0 )%

(21 )%

Net loss from continuing operations

(31,746 )

(7,265 )

(24,481 )

(337 )%

(1) For

information on unaudited supplemental combined financial information presented, see the section titled “Unaudited Supplemental

Combined Financial Information” in this press release.

The

unaudited supplemental combined financial information excludes non-recurring transaction-related costs associated with the Drone Nerds

acquisition.

Conference

Call and Webcast (Live Q&A Format)

The

Company will post prepared remarks to the Investor Relations section of its website before the market opens on Thursday, May 14, 2026.

These remarks are intended to provide additional detail and context regarding the Company’s financial results and business update.

The

Company will host a live webcast on Thursday, May 14, 2026 at 3:30 PM CT (4:30 PM ET), which will consist of a video-based question and

answer session with Scott Pomeroy, Chief Executive Officer, Jeremy Schneiderman, Chief Executive Officer of Drone Nerds, and Brooke Turk,

Chief Financial Officer. As part of this format, prepared remarks will not be read but will be available in the Investor Relations section

of the Company’s website at xtiaerospace.com under “IR News & Events.”

Investors

and analysts are invited to participate and may register in advance using this link: XTI Aerospace May 14 Earnings Webcast. The registration

link is also available in the “Investor Relations” section of the Company’s website under “IR News & Events.”

Dial-in information will be included upon registration.

The

replay of the event will be publicly available to all investors in the Investor Relations section, under “IR News & Events”

section of the Company’s website at xtiaerospace.com following the conclusion of the question and answer session and will remain

available for 30 days.

About

XTI Aerospace, Inc.

XTI

Aerospace, Inc. (Nasdaq: XTIA) is an aerospace company providing unmanned aircraft systems (“UAS”) solutions through its

commercial drone solutions division, operated through Drone Nerds, LLC and two development-stage divisions focused on autonomous defense

systems and domestic manufacturing of unmanned systems components designed to support federal procurement and sourcing requirements.

XTI’s commercial drone solutions business provides hardware distribution, training, service, repair, and lifecycle support to enterprise,

public safety and government customers.

XTI

Aerospace is headquartered in Addison, Texas. For more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn,

Instagram, X, and YouTube.

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 3

Cautionary

Statement Regarding Forward-Looking Statements

This

press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. All statements other than statements of historical fact contained in this press release are forward-looking statements.

Forward-looking

statements may be identified by words such as “believe,” “continue,” “could,” “would,”

“will,” “expect,” “intend,” “plan,” “target,” “estimate,” “project,”

or similar expressions. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ

materially from those expressed or implied. Such risks include, but are not limited to, market adoption, regulatory requirements, supply

chain conditions, technological development, integration of the acquired businesses, the Company’s liquidity and ability to access additional

capital on acceptable terms or at all, the Company’s negative stockholders’ equity and the sufficiency of its capital resources, and

changes in applicable laws or regulations, customer demand variability and seasonal purchasing patterns, the Company’s ability

to achieve projected gross margins and operating cost reductions, working capital timing and inventory management, the outcome of pending

legal proceedings involving the Company and its subsidiaries, the Company’s ability to maintain relationships with key suppliers,

restrictions and covenants under the Company’s ABL credit facility, risks related to the Company’s development-stage ADS and ATM

divisions which have not generated revenues, and the potential for significant non-cash charges related to changes in the fair value

of warrant liabilities as well as the other risks and uncertainties described in the Company’s filings with the SEC. XTI undertakes

no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by applicable

law. Readers are encouraged to review the risk factors described in XTI’s filings with the SEC, including its most recent Annual

Report on Form 10-K and subsequent filings.

Non-GAAP

Measures:

This

press release contains certain financial measures that are not recognized under generally accepted accounting principles in the United

States (“GAAP”). XTI uses earnings before interest, income taxes, depreciation amortization (“EBITDA”) and Adjusted

EBITDA and important supplemental measures of the Company’s operating performance.

reconciliation of these non-GAAP measures to the most directly comparable GAAP measures for historical periods is provided in Schedule

1. As noted above under “2026 Financial Outlook and Guidance,” the Company is unable to provide a reconciliation of forward-looking

non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts due to the inherent difficulty

in forecasting and quantifying certain reconciling items, including, without limitation, changes in the fair value of warrant liability.

The

Company’s 2026 financial outlook is based on management’s current expectations and assumptions regarding customer demand,

product availability, gross margin trends, operating cost levels, and the timing of working capital normalization. These targets are

forward-looking statements and are subject to the risks and uncertainties described below and in the Company’s filings with the

U.S. Securities and Exchange Commission (the “SEC”), including with respect to pending legal proceedings, liquidity, the

Company’s capital structure and the other matters described under “Cautionary Statement Regarding Forward-Looking Statements”

below.

The

Company has not provided a reconciliation of forward-looking Adjusted EBITDA or other forward-looking non-GAAP measures to the most directly

comparable GAAP financial measures because certain reconciling items, including changes in the fair value of warrant liability and other

items, depend on future events outside the Company’s control and cannot be reasonably predicted or determined without unreasonable efforts.

The variability of these items could have a significant and potentially unpredictable impact on future GAAP results.

# #

Contacts:

General

inquiries:

Email:

contact@xtiaerospace.com

Web:

https://xtiaerospace.com/contact

Investor

Relations:

Dave

Gentry, CEO

RedChip

Companies, Inc.

Phone:

1-407-644-4256

Email:

XTIA@redchip.com

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 4

XTI

Aerospace, Inc. and Subsidiaries

Consolidated

Statements of Operations

(In

thousands, except per share data)

(Unaudited)

For the Three Months Ended

March 31,

2026

2025

Revenues

$ 27,696

$ —

Cost of Revenues

22,550

—

Gross Profit

5,146

—

Operating Expenses

Research and development

1,197

1,124

Sales and marketing

2,363

275

General and administrative

11,746

6,796

Amortization of intangible assets

230

Total Operating Expenses

15,536

8,203

Loss from Operations

(10,390 )

(8,203 )

Other (Expense) Income

Interest expense, net

(154 )

(217 )

Loss on extinguishment of debt

—

(421 )

Warrant issuance expense

—

(2,016 )

Change in fair value of warrant liability

(21,447 )

503

Other income (expense), net

245

(344 )

Total Other (Expense) Income

(21,356 )

(2,495 )

Loss from continuing operations before income taxes

(31,746 )

(10,698 )

Income tax benefit

—

Net loss from continuing operations, net of tax

(31,746 )

(10,683 )

Loss from discontinued operations, net of tax

(3,252 )

(2,189 )

Net loss

(34,998 )

(12,872 )

Net income attributable to noncontrolling interest

(272 )

—

Net loss attributable to XTI Aerospace, Inc.

(35,270 )

(12,872 )

Less: Preferred stock dividends

(42 )

(29 )

Net Loss Attributable to Common Stockholders

$ (35,312 )

$ (12,901 )

Net loss per share - basic and diluted:

Continuing operations

$ (0.91 )

$ (3.16 )

Discontinued operations

$ (0.09 )

$ (0.64 )

Net loss

$ (1.00 )

$ (3.80 )

Weighted Average Shares Outstanding, Basic and Diluted

35,284,100

3,384,736

Net

loss per share from continuing and discontinued operations is calculated based on net loss attributable to common stockholders. Preferred

stock dividends and deemed dividends are allocated to continuing and discontinued operations on a proportional basis.

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 5

XTI

Aerospace, Inc. And Subsidiaries

Consolidated

Balance Sheets

(In

thousands)

(Unaudited)

March

31,

2026

As of

December

31,

2025

Assets

Current

Assets

Cash

and cash equivalents

$ 15,185

$ 16,696

Accounts

receivable, net of allowance for credit losses

9,051

12,093

Inventories

19,413

15,400

Prepaid

expenses and other current assets

6,688

3,989

Current

assets of discontinued operations

—

3,645

Total

Current Assets

50,337

51,823

Property

and equipment, net

417

385

Operating

lease right-of-use asset, net

1,677

2,965

Intangible

assets, net

9,108

9,338

Goodwill

11,544

Note

receivable

4,330

—

Other

assets

929

403

Non-current

assets of discontinued operations

—

4,788

Total

Assets

$ 78,342

$ 81,246

Liabilities

Current

Liabilities

Accounts

payable

$ 3,413

$ 5,212

Accrued

expenses and other current liabilities

6,879

6,165

Accrued

interest

342

391

Customer

deposits

2,480

3,071

Warrant

liability

64,895

22,561

Operating

lease obligation, current

682

550

Note

payable-related party

450

—

Short-term

debt

10,569

7,931

Income

tax payable

1,241

—

Current

liabilities of discontinued operations

—

1,722

Total

Current Liabilities

90,951

47,603

Long

Term Liabilities

Note

payable-related party

—

450

Operating

lease obligation, noncurrent

1,020

2,427

Non-current

liabilities of discontinued operations

—

322

Total

Liabilities

91,971

50,802

Commitments

and Contingencies

Representative

and placement agent warrants, net of issuance costs

2,701

Stockholders’

Equity

Preferred

Stock

—

Series

4 Convertible Preferred Stock

—

Series

5 Convertible Preferred Stock

—

Series

10 Convertible Preferred Stock

—

21,793

Common

Stock

Additional

paid-in capital

170,948

157,354

Accumulated

other comprehensive income

—

881

Accumulated

deficit

(197,593 )

(162,323 )

Total

Stockholders’ Equity

(26,607 )

17,738

Noncontrolling

interest

10,277

10,005

Total

Equity

(16,330 )

27,743

Total

Liabilities, Mezzanine Equity and Equity

$ 78,342

$ 81,246

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 6

XTI

Aerospace, Inc. and Subsidiaries

Consolidated

Statements of Cash Flows

(In

thousands)

(Unaudited)

For

the Three Months Ended

March

31,

2026

2025

Cash Flows

Used in Operating Activities

Net loss

$ (34,998 )

$ (12,872 )

Adjustment to reconcile net

loss to net cash used in operating activities:

Depreciation

and amortization

Amortization

of intangible assets

230

Amortization

of right-of-use asset

223

Non-cash

interest (income), expense, net

(82 )

145

Stock-based

compensation

4,847

455

Impairment

of intangible assets

—

531

Loss

on extinguishment of debt

—

421

Warrant

issuance expense

—

2,016

Change

in fair value of warrant liability

21,447

(503 )

Loss

on disposal of Inpixon Business

831

—

Other

income

(250 )

—

Other

(2 )

Changes

in operating assets and liabilities:

Accounts

receivable and other receivables

4,335

157

Inventories

(3,994 )

(19 )

Prepaid

expenses and other current assets

(2,729 )

(594 )

Other

assets

348

Accounts

payable

(1,854 )

(624 )

party payables

—

(51 )

Accrued

expenses and other current liabilities

2,136

(4,892 )

Accrued

interest

(49 )

Deferred

revenue

(416 )

Operating

lease obligation

(197 )

(52 )

Net Cash Used in Operating

Activities

(10,454 )

(15,242 )

Cash Flows

Used in Investing Activities

Purchase of property and equipment

(131 )

(45 )

Net

cash paid on disposal of the Inpixon Business

(694 )

—

Net Cash Used in Investing

Activities

(825 )

(45 )

Cash Flows

Provided by Financing Activities

Net proceeds from the exercise

of liability classified warrants

7,439

Net proceeds from sale of

common stock and pre-funded warrants via public offerings

—

21,651

Net proceeds from ATM stock

offerings

—

1,667

Redemptions of Series 9 Preferred

Stock

—

(1,427 )

Net borrowings on line-of-credit

4,638

—

Payment of debt issuance costs

(565 )

—

Repayments

of promissory notes

(2,000 )

(2,719 )

Net Cash Provided by Financing

Activities

9,512

19,173

Effect

of Foreign Exchange Rate on Changes on Cash

Net (Decrease)

Increase in Cash and Cash Equivalents

(1,734 )

3,903

Cash

and Cash Equivalents – Beginning of period

16,919

4,105

Cash

and Cash Equivalents – End of period

$ 15,185

$ 8,008

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 7

XTI Aerospace, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

(In thousands)

(Unaudited)

For

the Three Months Ended March 31, 2025

(in

thousands)

GAAP

Drone

Nerds

Pre-Acquisition

Activity

Transaction

Accounting

Adjustments

Proforma

Revenues

$ —

$ 30,587

$ —

30,587

Cost

of revenues

—

23,359

—

23,359

Gross

profit

—

7,228

—

7,228

Operating

expenses

8,203

3,177

201

11,581

(Loss)

income from operations

(8,203 )

4,051

(201 )

(4,353 )

Other

expense

(2,495 )

(246 )

(186 )

(2,927 )

Net

(loss) income, before tax

(10,698 )

3,805

(387 )

(7,280 )

Income

tax benefit

—

Net

(loss) income

$ (10,683 )

$ 3,805

$ (387 )

$ (7,265 )

a) Amortization

of the purchase price allocation for intangible assets identified for Drone Nerds

b) Interest

on the promissory notes issued as part of the Drone Nerds acquisition consideration

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 8

Schedule 1

XTI Aerospace, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

(In thousands)

(Unaudited)

EBITDA

and Adjusted EBITDA

XTI

Aerospace defines EBITDA as net income (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined

as EBITDA adjusted for certain items including, (i) non-cash stock-based compensation expense; (ii) severance and restructuring charges;

(iii) change in the fair value of warrant liability; and (iv) selected charges that are unusual or non-recurring.

The

Company believes that EBITDA and Adjusted EBITDA financial measures assist our board of directors, management, investors, and lenders

in comparing our operating performance and establishing operational goals on a consistent basis across periods by removing the effects

of our capital structure and other items that impact the comparability of financial results from period to period. We present EBITDA

and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition

to measures calculated under GAAP. EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered in isolation

or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed

in the same manner as similarly titled measures used by other companies. The most comparable GAAP financial measures, net income, and

information reconciling the GAAP and non-GAAP financial measures are included in the table below:

For the Three Months Ended

March 31,

2026

2025

Net loss from continuing operations, net of tax, as reported (GAAP)

$ (31,746 )

$ (10,683 )

Interest expense, net

154

217

Income tax benefit

—

(15 )

Depreciation and amortization

279

EBITDA

(31,313 )

(10,462 )

Non-cash stock-based compensation

4,675

412

Severance and restructuring charges

263

—

Change in fair value of warrant liability

21,447

(503 )

Selected charges that are unusual or non-recurring

—

2,781 a

Adjusted EBITDA

$ (4,928 )

$ (7,772 )

a) Consists

of warrant issuance expense, change in fair value of investment, and loss on debt extinguishment

For the Three Months Ended

March 31,

2026

December 31,

2025

Net loss from continuing operations, net of tax, as reported (GAAP)

$ (31,746 )

$ (14,355 )

Interest expense, net

154

Income tax benefit

—

(4 )

Depreciation and amortization

279

165

EBITDA

(31,313 )

(14,143 )

Non-cash stock-based compensation

4,675

4,405

Severance and restructuring charges

263

—

Change in fair value of warrant liability

21,447

(2,684 )

Selected charges that are unusual or non-recurring

—

2,039 a

Adjusted EBITDA

$ (4,928 )

$ (10,383 )

a) Consists

of the provision for credit loss on convertible promissory note receivable

15505 Wright Bros. Drive, Addison, TX 75001, USA,

(800) 680-7412

p. 9

EX-99.2 — XTI AEROSPACE INC. 1Q2026 FINANCIAL RESULTS CONFERENCE CALL PREPARED REMARKS

EX-99.2

Filename: ea029076101ex99-2.htm · Sequence: 3

Exhibit 99.2

First Quarter 2026 Earnings Conference Call – CEO Prepared

Remarks – Scott Pomeroy

Format note: These prepared remarks are posted to our Investor

Relations website alongside the earnings news release and slide presentation in advance of the earnings call. Rather than reading these

remarks during the call, we will host a live, video-based earnings webcast to engage directly with investors and respond to questions

in real time.

Before we begin, please note that certain statements

made during today’s call may be considered forward-looking statements within the meaning of the federal securities laws. These statements

are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking

statements. Additional information regarding these risks and uncertainties can be found in the Company’s filings with the Securities

and Exchange Commission. The forward-looking statements made today speak only as of today, and the Company undertakes no obligation to

update these statements except as required by law. In addition, during this call, we will make reference to certain non-GAAP financial

measures. A reconciliation of these non-GAAP financial measures are available on the Investor Relations section of our website.

Today, the Company posted its earnings news

release, slide presentation and prepared remarks to the Investor Relations section of its website. Today’s session will be conducted

as a live, video-based earnings call. Scott Pomeroy, CEO, Brooke Turk, CFO, and Jeremy Schneiderman, CEO of Drone Nerds will be responding

to questions from participants. The discussion today will focus on first quarter 2026 results. Additional information may be referenced

from the materials available on the Company’s Investor Relations website.

TO SCOTT POMEROY, CEO of XTI AEROSPACE

Good afternoon, everyone, and thank you for joining us today.

Since January 2026, XTI Aerospace has undergone

a significant strategic transformation following the acquisition of Drone Nerds and the repositioning of the Company around a broader

unmanned systems platform. Today’s discussion is focused on how we are executing against that transition, improving the operating

profile of the business, and positioning the Company for sustainable long-term growth and cash flow improvement.

The theme for today’s discussion is execution,

operating discipline, and cash flow improvement.

Let me briefly outline today’s discussion.

I will begin with an overview of the business, our strategic priorities, and key developments during the first quarter. Jeremy Schneiderman,

our CEO of Drone Nerds will then review the operational performance of Drone Nerds and provide additional detail around customer

activity, market trends, and go-to-market execution. Brooke Turk, our CFO, will then review our first quarter 2026 financial

results, liquidity position, and outlook for the remainder of the year. I will return afterward with a few closing remarks before we open

the call for questions.

May 14, 2026 Page 1 of 9

Strategic Transformation and Operating Focus

Since November 2025, we have been in the process

of a significant transformation of the business. XTI has evolved from a long-term, capital-intensive aircraft development company into

a revenue-generating operating platform centered around Drone Nerds and the broader unmanned systems ecosystem.

As we sit here today, the core focus of the Company

is the performance and execution of Drone Nerds as the operating foundation of the platform. The key question we are focused on answering

for investors is straightforward:

Why do we believe Drone Nerds can continue

to grow at attractive rates over time, expand margins meaningfully, and support a path toward positive average monthly cash flow?

We recognize that our investors are looking at

our operating performance, not simply long-term concepts, and our focus this year is on demonstrating measurable operational progress

quarter by quarter.

The first quarter of 2026 is the first full quarter

of operations since we closed the acquisition of Drone Nerds in November 2025, and the first full quarter following the Company’s

strategic transition.

Cost Structure, Cash Flow and Capital Allocation

Over the past quarter, we has been systematically

reducing our operating cost structure and lowering cash burn across the organization as we align the business around the operating platform

we have today rather than the development-stage structure we operated under historically.

Based on our current operating plan and assumptions,

we expect to achieve positive and growing cash flow from operations by Q3 FY2026, with continued growth expected through the balance of

the year as we scale revenue and deliver EBITDA growth.

Importantly, our near-term priorities remain centered

on growing revenue within our Drone Nerds operating platform and driving sustained financial performance and cash flows from operations.

While we continue to evaluate opportunities across

defense applications and manufacturing, those initiatives are being approached selectively and with financial discipline. Said simply,

any investment in those strategic opportunities is limited to a small number of key personnel, advisors and specialty consultants and

all related costs are embedded in our guided numbers.

Our focus remains clear: improve margins, eliminate

cash burn, strengthen liquidity, and continue building long-term shareholder value through disciplined execution.

With that, I’ll turn the call over to Jeremy

to provide additional detail on our operational performance during the first quarter.

May 14, 2026 Page 2 of 9

TO JEREMY SCH NEIDERMAN, CEO of DRONE NERDS

First Quarter 2026 Operational Performance

Thank you, Scott.

We believe the first quarter provided important

validation of the direction we outlined earlier this year.

At the operating level, Drone Nerds continued to

execute well across the core business, with performance supported by continued momentum in our direct (enterprise/B2B) channel, representing

approximately 28% of total revenue during the quarter. We expect to drive disproportionate growth in 2026 and have invested significantly

in building our sales and marketing team over the past several months to support our revenue growth objectives.

Sales activity remained broad-based across government,

public safety, infrastructure and surveying, energy and utilities, agriculture, education, mining, broadcasting, and other enterprise

end markets. We believe this diversification continues to strengthen the overall quality and durability of the platform while reducing

dependence on any single customer category or market vertical.

During the quarter, we secured new public-sector

relationships across multiple state and county agencies including the states of: Colorado, Ohio, Texas, and Florida, along with new education

partnerships with Oregon State University and Hinds Community College.

We also executed several product and partnership

launches during the quarter spanning NDAA-compliant enterprise platforms, agricultural drone solutions, professional imaging technologies,

and adjacent workflow offerings that we believe strengthen the platform and broaden our enterprise positioning.

We believe the combination of enterprise channel

expansion, increased direct customer engagement, accelerating sales activity exiting the quarter, continued new-logo additions, and expanding

enterprise solution offerings reflect the operating focus we have been executing against and supports our expectations for continued growth

through the balance of the year.

Importantly, we do not view Drone Nerds as simply

a reseller or transactional distribution business. We believe the combination of enterprise relationships, technical integration expertise,

OEM-agnostic positioning, recurring customer engagement, and real-time market intelligence creates a differentiated platform that becomes

increasingly difficult to replicate at scale.

Market Trends and NDAA Demand Environment

We continue to believe the broader drone and unmanned

systems market remains in the early stages of long-term adoption growth.

Across both enterprise and government customers,

we continue to see increasing focus on operational deployment, automation, inspection workflows, public safety applications, infrastructure

monitoring, and secure domestic sourcing requirements. Customer conversations are increasingly centered around scalability, compliance,

reliability, and long-term platform support rather than early-stage experimentation.

Customer focus on NDAA compliance and domestic

sourcing also continues to accelerate across government, public safety, infrastructure, utilities, education, and other critical industry

verticals.

May 14, 2026 Page 3 of 9

Following the Federal Communications Commission’s

(“FCC”) December 2025 action related to foreign-produced unmanned aircraft systems, customers are increasingly evaluating

compliant and domestically aligned drone solutions, particularly where federal funding or critical infrastructure requirements are involved.

We continue to see enterprise customers adopting

mixed-fleet strategies, utilizing existing platforms where permitted while simultaneously building compliant solutions for federally connected

work and long-term operational requirements.

We believe Drone Nerds is well positioned within

that environment given our OEM-agnostic platform, enterprise relationships, market visibility, and growing portfolio of NDAA-aligned and

compliant solutions.

Sales Pipeline and Go-to-Market Expansion

Looking ahead, our pipeline entering the second

quarter and second half of the year remains active across both enterprise and government channels.

Sales pipeline activity strengthened throughout

the first quarter and accelerated entering the second quarter. New enterprise B2B opportunities in Q1 totaled approximately 2,990 units,

up approximately 8% year over year, with momentum continuing into April.

We continue to see encouraging activity levels

across both new customer opportunities and existing account expansion.

As we have discussed previously, portions of the

drone industry tend to be weighted toward the second half of the year due to customer budgeting cycles, government procurement timing,

infrastructure deployment schedules, agricultural seasonality, and broader operational timing across several end markets.

Operationally, we have fulfilled our planned expansion

of our sales and marketing teams to drive planned growth through the balance of the year.

At the same time, we selectively increased our

investments in other sales and marketing initiatives supporting the demand generation initiatives producing the strongest returns across

the enterprise platform.

We also continued investing selectively in enterprise

sales coverage, government channel development, industry engagement, and demand generation programs supporting our direct B2B growth initiatives.

Margin Expansion and Operating Efficiency

We continue to see opportunities for margin improvement

through operating leverage, enterprise mix expansion, services growth, procurement efficiencies, software-enabled workflows, and broader

platform scale over time.

As the business mix continues shifting toward direct

enterprise engagement, services, training, support, and higher-value integrated solutions, we believe the platform has the ability to

generate structurally higher margins over time.

We are confident in our sales growth pacing through

the balance of the year to achieve our planned revenue growth, with full year gross profit margins in the 19% to 21% range, and EBITDA

margins in the 9.0% to 10.0% range.

With that, I’ll now turn the call over to

Brooke to review our first quarter financial results and outlook.

May 14, 2026 Page 4 of 9

TO BROOKE TURK, CFO of XTI AEROSPACE

First Quarter 2026 Earnings Conference Call — CFO Prepared

Remarks

Good afternoon, everyone.

The first quarter of 2026 reflected further execution

against the strategic and financial initiatives we outlined earlier this year. During the quarter, we streamlined the business through

the divestiture of the Inpixon RTLS business, strengthened our liquidity position with the establishment of a $20 million ABL facility

with JPMorgan, and received approximately $7.4 million in net proceeds from warrant exercises.

As we move through 2026, we remain focused on disciplined

execution, driving the growth of our Drone Nerds platform, improving operating performance, and transitioning to positive adjusted EBITDA

and cash flow.

With that context, I will walk through our first

quarter financial results, including revenue performance, margins, operating expenses, cash flow, and balance sheet activity, followed

by additional commentary on our outlook for the remainder of 2026.

First Quarter 2026 Results

Revenue for the first quarter 2026 was $27.7 million,

driven by the performance of its UAS solutions platform following the acquisition of Drone Nerds in November 2025. The Company had no

revenue in 2025.

The $27.7 million revenue in the first quarter

of 2026 is in line with our expectations. As a reminder, the first quarter of each year is typically the lowest for us, while the fourth

quarter is normally the highest for us due to seasonality factors Jeremy just noted.

Gross profit was $5.1 million, representing a gross

margin of 18.6%. This margin reflects the product mix and operating model of our UAS distribution and services business, which includes

hardware sales, accessories, and related support services. As the enterprise services component of our product mix grows, including training,

maintenance, and fleet sustainment, we would expect margin improvement over time, based on our current assumptions, as services have higher

margins than hardware distribution.

General and Administrative Expenses

G&A expenses for the first quarter of 2026

were $11.7 million, compared to $6.8 million in the prior year. The increase was driven by higher personnel-related costs including stock-based

compensation, and operating expenses attributable to the Drone Nerds acquisition.

Other Income (Expense)

Other expense, net was $21.4 million in the first

quarter of 2026, compared to $2.5 million in 2025. The change between periods was primarily due to the recognition of a $21.4 million

loss related to the change in fair value of the warrants in 2026, partially offset by $2.0 million of warrant issuance expense related

to financing transactions in 2025.

May 14, 2026 Page 5 of 9

Net Loss and Earnings Per Share

Net loss from continuing operations was $31.7 million

for the first quarter of 2026, compared to $10.7 million for the same period last year. Net loss from continuing operations per share

was $0.91 during 2026, compared to $3.16 per share during 2025. The increase in net loss was primarily due to a $21.4 million change in

the fair market value of the warrants in 2026.

The change in net loss per share was also impacted

by the additional issuance of common shares during 2025.

Segment Reporting

Beginning in early 2026, the Company operated through

two reportable segments: UAS and Autonomous Defense Systems (“ADS”). The UAS segment reflects the operations of Drone Nerds

beginning on November 10, 2025, while the ADS segment is now building a core capability around the design, development, and production

of unmanned platforms, with an emphasis on serving defense customers and supporting domestic procurement initiatives aligned with U.S.

national security priorities.

UAS Segment

For the three months ended March 31, 2026, the

UAS segment generated revenue of $27.7 million and gross profit of $5.1 million, representing a gross margin of 18.6 percent. This segment

accounted for 100 percent of consolidated revenue for the period. Operating expenses consisted primarily of sales and marketing expenses

associated with distribution activities and general and administrative expenses required to support the operations of Drone Nerds following

the acquisition. There was no revenue or gross profit from this segment in the prior year period.

Autonomous Defense Systems (“ADS”) Segment

For the three months ended March 31, 2026, the

ADS segment did not generate revenue. Operating expenses for this segment consisted primarily of research and development costs related

to unmanned platforms, with an emphasis on serving defense customers and supporting domestic procurement initiatives aligned with U.S.

national security priorities, as well as general corporate expenses supporting ongoing efforts.

Cash Flows

Operating Activities

Net cash used in operating activities for the three

months ended March 31, 2026, was $10.5 million, compared to $15.2 million in the prior year. The decrease in cash used in operating activities

between the periods was primarily related to cash provided by the UAS segment and reductions in cash used in the ADS segment and corporate

overhead, offset in part by the aggregate impact of changes in operating assets and liabilities.

Investing Activities

Net cash used in investing activities was $0.8

million in 2026, compared to $0.1 million in 2025. During 2026 and 2025, we invested $0.1 million in capex for property and equipment.

During 2026, we paid $0.7 million related to the disposal of Inpixion. We expect our 2026 capital spending to be relatively limited based

on our current operating plan and assumptions.

Financing Activities

Net cash provided by financing activities in 2026

was $9.5 million, compared to $19.2 million in 2025. During 2026, the Company received $7.4 million from the exercise of warrants. Additionally,

we borrowed $4.6 million on the line of credit entered into earlier this year. We repaid $2.0 million of debt in 2026.

During 2025, we received $21.7 million from the

issuance of common stock and pre-funded warrants as well as $1.7 million from the ATM stock offering. These inflows were partially offset

by the repayment of debt and preferred stock redemptions totaling $4.1 million in 2025.

May 14, 2026 Page 6 of 9

Balance Sheet and Liquidity

As of March 31, 2026, the Company held $15.2 million

of unrestricted cash and cash equivalents.

Total debt as of March 31, 2026, was $10.6 million.

Over the next twelve months, we expect to use our cash and operating cash flows to support continued organic growth of XTI based on our

current operating plan and assumptions.

In February 2026, we entered into a $20 million

asset-based revolving credit facility with JPMorgan Chase. As of March 31, 2026, there was $4.6 million drawn under the revolving credit

facility and $8.1 million of remaining availability on the borrowing base.

Unaudited Supplemental Combined Financial Information

The Company has provided unaudited supplemental

financial information of the combined company in its earnings press release and its earnings presentation. Such financial information

combines XTI and Drone Nerds historical operating results as if the businesses had been operated together on a combined basis during prior

periods. This financial information is intended to illustrate the current operating footprint of the Company following the acquisition

of Drone Nerds and divestiture of the Company’s Industrial IoT / Real-Time Location Systems business.

For the avoidance of doubt, the unaudited supplemental

combined financial information was not prepared in accordance with Article 11 of Regulation S-X and differs from the unaudited Pro Forma

condensed combined financial information included in the Pro Forma 8-K/A filing dated February 9, 2026 filed with the SEC (the “Pro

Forma 8-K Filing”), which was prepared in accordance with Article 11 of Regulation S-X. Accordingly, the unaudited supplemental

combined financial information was not prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes

to assist investors in understanding the operational performance of the combined business, timing and operational impact of the acquisition,

and integration of the combined business, and should not be considered a substitute for the Pro Forma financial information included in

the Company’s prior filings prepared in accordance with Article 11 of Regulation S-X.

Consequently, the unaudited supplemental combined

financial information is intentionally different from, but does not supersede, the Pro Forma financial information set forth in the Pro

Forma 8-K Filing or the Pro Forma financial information set forth in the Company’s most recent annual report on Form 10-K

In addition, the unaudited supplemental combined

financial information does not purport to indicate the results that actually would have been obtained had the companies been operated

together during the periods presented, or which may be realized in the future. The unaudited supplemental combined financial information

has no impact on XTI or Drone Nerds previously reported consolidated balance sheets or statements of operations, cash flows or equity.

1Q 2026 vs. 1Q 2025 Pro Forma Comparison

Generally accepted accounting principles (“GAAP”)

revenue was $27.7 million for the three months ended March 31, 2026, compared to Pro Forma revenue of $30.6 million for the same period

in 2025. It is important to note that revenue trends during Pro Forma periods of the fourth quarter of 2024, first quarter of 2025, and

fourth quarter of 2025 were all affected by unusual timing factors and did not follow our normal seasonal patterns, which I’ll explain

further below:

The Pro Forma first quarter of 2025 benefited from

sales that were delayed from late 2024 because of product supply shortages. Once products became available again, many of those delayed

sales were completed in the first quarter of 2025.

In contrast, some sales that normally would have

occurred in the first quarter of 2026 instead happened earlier, during late 2025, as customers accelerated purchases ahead of expected

FCC regulations related to foreign-made drones. As a result, in the first quarter of 2026 revenue was lower compared to the unusually

strong Pro Forma revenue in the first quarter of 2025.

GAAP gross profit was $5.1 million for the three

months ended March 31, 2026, compared to Pro Forma gross profit of $7.2 million for the three months ended March 31, 2025. GAAP gross

profit as a percentage of revenue was 18.6 percent, compared to 23.6 percent for Pro Forma gross profit as a percentage of revenue for

the three months ended March 31, 2025. The decrease in gross profit is due to the same unusual timing factors mentioned above. Additionally,

as products became available, we focused on higher margin sales.

May 14, 2026 Page 7 of 9

Adjusted EBITDA was negative $4.9 million for the

three months ended March 31, 2026, compared to negative $7.8 million for the three months ended March 31, 2025. The decrease in adjusted

EBITDA was primarily due to an increase in personnel-related costs including stock-based compensation, professional fees and public company

costs.

Outlook: Full Year 2026

As we look ahead to 2026, we continue to operate

from a significantly different foundation than in prior years following the transformation of the business and the addition of Drone Nerds.

As a result, our financial profile, operating priorities and growth opportunities have evolved meaningfully compared to prior periods.

Based on our current operating plan and assumptions,

we continue to expect full-year 2026 revenue of approximately $160 million or greater, gross profit margins of 19% to 21% and EBITDA margins

for the UAS division of 9% to 10%. Our outlook reflects expected contribution from existing customer relationships within Drone Nerds,

continued pipeline activity across enterprise and government channels, expanding product offerings and ongoing opportunities within defense-related

markets.

Revenue: Full Year 2026

I also want to provide some additional context

around the cadence of our revenue throughout 2026, as we recognize this is an important area of focus for investors. Demand patterns within

the enterprise, government and defense drone markets are not evenly distributed across the year and tend to build as procurement and deployment

cycles progress. Government agencies typically move through budgeting and purchasing processes over several quarters, with purchasing

activity and deployments often increasing in the second half of the year. In addition, our business has historically experienced seasonal

trends that result in a stronger fourth quarter relative to earlier periods in the year.

As a result, we would expect revenue in the first

half of the year to be more moderate relative to the back half of the year, consistent with historical operating patterns and our current

planning assumptions. During the first half, we continue to invest in customer relationships, certifications, product offerings, and strategic

initiatives that we believe position the business for stronger activity later in the year. Based on our current assumptions and operating

plan, we continue to expect full-year revenue of $160 million or greater and will provide updates as the year progresses.

Liquidity Structure and Capital Allocation

As of March 31, 2026, the Company had $15.2 million

of unrestricted cash and cash equivalents, $4.6 million drawn and $8.1 million of remaining availability on the borrowing base under its

credit facility.

We intend to execute a capital strategy that is

designed to support disciplined growth, fund targeted acquisitions, and invest in the development of our operating divisions. We will

work in coordination with our financial advisors to evaluate financing alternatives that optimize flexibility and preserve shareholder

value.

We expect to end the year between $15 million and

$17 million in cash and cash equivalents. From a liquidity and cash flow perspective, we made meaningful progress during the first quarter

as we continued executing on our cost reduction and operational realignment initiatives. Adjusted EBITDA improved significantly compared

to prior periods, with our adjusted EBITDA loss improving from approximately negative $10 million in fourth quarter 2025 to approximately

negative $5 million this quarter, reflecting the impact of actions taken to streamline operations, reduce spending and better align our

cost structure with the current scale and focus of the business. Therefore, we are on track to cross the key threshold which should result

in the permanent transition from our historical cash burn to positive cash flow during the third quarter of 2026. From there, we expect

to continue to deliver ongoing and increasing positive cash flow during our fourth quarter of 2026 and beyond.

In addition, we expect to have between $5 million

and $10 million in available capacity under our ABL facility as of December 31, 2026.

Share Count and Capital Structure

I want to address our capitalization directly,

as I know this is a topic of interest. Our current share structure includes common shares outstanding, pre-funded warrants, and common

shares issuable upon the exchange of Class B units beginning May 1, 2026. Our fully diluted share count reflects these instruments.

May 14, 2026 Page 8 of 9

TO SCOTT POMEROY

Before we open the call for questions, I want to

leave investors with a few key takeaways about where we are as a company and how we are approaching the business going forward.

First, we believe the transformation of XTI Aerospace

since the beginning of the year has fundamentally changed the operating profile of the Company.

Today, XTI is centered around a revenue-generating

operating platform led by Drone Nerds, supported by enterprise relationships, recurring customer engagement, and growing market visibility

across the unmanned systems ecosystem.

That shift has changed how we allocate capital,

evaluate opportunities, and measure execution internally. Our primary focus today is operational performance, margin improvement, cash

flow discipline, and building a sustainable platform capable of generating long-term shareholder value.

Second, we believe the first quarter provided important

evidence that the platform continues moving in the right direction.

We saw continued expansion in our enterprise B2B

business, growing public-sector engagement, increasing demand for NDAA-compliant and domestically aligned solutions, improving pipeline

activity entering the second quarter, and continued progress on our restructuring and cost reduction initiatives.

We believe these actions are helping reposition

the Company around a more scalable and financially disciplined operating structure while supporting our objective of achieving positive

consolidated adjusted EBITDA and cash flow during the third quarter of 2026 based on our current operating plan and assumptions.

Third, we continue to believe the broader industry

backdrop remains favorable.

Across enterprise, government, public safety, infrastructure,

energy, agriculture, and defense markets, unmanned systems are increasingly moving from early-stage adoption into operational deployment

at scale. At the same time, demand for compliant, secure, and domestically aligned drone solutions continues to increase across the market.

We believe Drone Nerds is well positioned within

that environment given its OEM-agnostic platform, enterprise relationships, technical integration capabilities, and real-time market intelligence

across multiple verticals.

And finally, we remain disciplined and measured

in how we approach future growth opportunities.

Our focus remains clear: improve margins, grow

positive cash flow, strengthen liquidity and continue building long-term shareholder value through disciplined execution.

I want to thank our employees, customers, partners,

and shareholders for their continued support.

Thank you.

Scott Pomeroy

Chief Executive Officer

XTI Aerospace, Inc.

May 14, 2026 Page 9 of 9

GRAPHIC

Filename: ea029076101_ex99-1img1.jpg · Sequence: 4

Binary file (7458 bytes)

Download ea029076101_ex99-1img1.jpg

GRAPHIC

Filename: ea029076101_ex99-2img1.jpg · Sequence: 5

Binary file (9405 bytes)

Download ea029076101_ex99-2img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

May 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 14, 2026

Entity File Number

001-36404

Entity Registrant Name

XTI AEROSPACE, INC.

Entity Central Index Key

0001529113

Entity Tax Identification Number

88-0434915

Entity Incorporation, State or Country Code

Entity Address, Address Line One

15505 Wright Brothers Dr.

Entity Address, City or Town

Addison

Entity Address, State or Province

Entity Address, Postal Zip Code

75001

City Area Code

800

Local Phone Number

680-7412

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

XTIA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration