XTI Aerospace, Inc. 8-K

What Happened

• XTI Aerospace (XTIA) filed an 8-K reporting the disposition of its Inpixon Business on February 3, 2026 under a Share Purchase and Transfer Agreement with EVO 467. GmbH for EUR 4,640,000 (≈ $5.48M). Payment is deferred, bears 5% annual interest, and is subject to an Unwind Option exercisable during months 37–52 after signing. The company also eliminated a shareholder loan to Inpixon with a principal of EUR 13,193,326.47 (≈ $15.6M) immediately prior to closing by contributing recoverable amounts to capital reserves and waiving the remainder.
• In connection with the planned disposition, Soumya Das resigned effective January 29, 2026 and entered a separation agreement that includes cash severance, vesting of stock options and other benefits. The board appointed Jonathan G. Ornstein as an independent director effective February 1, 2026.

Key Details

• Purchase price: EUR 4,640,000 (≈ $5.475M); interest 5% p.a. until the fourth anniversary (maturity date).
• Unwind Option: XTIA can require the purchaser to transfer the Inpixon shares back (no payment) if exercised during months 37–52; unpaid purchase price forgiven if unwound or if not exercised by end of that period. Purchaser can forfeit the Unwind Option earlier by paying ≥50% of the purchase price plus accrued interest.
• Shareholder loan elimination: EUR 13,193,326.47 (≈ $15.6M) converted in part to capital contribution and partially waived; final tax treatment and amounts TBD.
• Executive changes & consideration: Soumya Das resigned; XTIA agreed to pay ~$312,000 in base salary for one year, ~$300,000 target bonus for one year, $75,000 Q4 2025 bonus, accrued vacation $31,500, unpaid salary $812.50, COBRA costs, expense reimbursement and full vesting of prior stock options. Jonathan Ornstein joined the board and will receive standard non-employee director cash retainers and equity-based compensation.

Why It Matters

• The transaction removes the Inpixon indoor-positioning business from XTIA and replaces a large receivable (the shareholder loan) with deferred consideration, interest income potential, and contingent outcomes via the Unwind Option. That means cash proceeds are limited and partly uncertain until the deferred payments are collected or the Unwind Option period passes.
• The shareholder loan elimination materially reduces on-paper receivables and could have tax consequences; the company has not specified exact amounts reflected as capital contribution vs. taxable income.
• Executive turnover and the separation terms are related to the divestiture and create one-time cash and equity impacts. The addition of Jonathan Ornstein brings aviation industry experience to the board; XTIA disclosed a prior conditional aircraft purchase relationship between a former company Ornstein led and an XTIA subsidiary.
• XTIA said pro forma financial statements reflecting the disposition will be filed by amendment, which investors should review for the impact on revenue, assets, and liabilities.