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8-KAccepted Oct 14, 7:00 AM ET

XTI Aerospace: appoints Dr. Allan Evans as chairman

XTIAXTI Aerospace, Inc.

Accepted (ET)

7:00 AM

Oct 14, 2026

Filed

Oct 14, 2026

Documents

12

Size

220.3 KB

Summary

XTI Aerospace: appoints Dr. Allan Evans as chairman

Updated

What happened

  • The filing says that on Oct 14, 2026 the board of XTI Aerospace, Inc. 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. Allan Evans to serve as chairman of the board and designated Jonathan G. Ornstein as vice chairman. Dr. Evans was not appointed to any board committee.

Key details

  • Dr. Evans will receive compensation under the company’s non-employee director compensation policy, including an annual cash retainer of $50,000, payable quarterly in arrears, and reimbursement of reasonable expenses.
  • The company will grant annual stock options under its Amended and Restated 2018 Employee Stock Incentive Plan with a fair market value equal to the $50,000 annual retainer; options will be granted within 90 days of the end of each fiscal year or on another board-approved date, with an exercise price equal to the market price on the grant date.
  • The company expects to enter into a director services agreement reflecting these terms and will file that agreement as an exhibit in a subsequent SEC filing; Dr. Evans will also enter into the company’s standard form of indemnification agreement (previously filed as Exhibit 10.4 to the company’s Mar 15, 2024 8-K).
  • The filing discloses related-party facts: Unusual Machines, Inc. purchased 25,000 shares of the company’s Series 10 Convertible Preferred Stock for $25,000,000 on Nov 12, 2025; those shares converted on Jan 5, 2026 into 1,721,980 shares of common stock and a pre-funded warrant to purchase 15,307,735 shares (issued to comply with a 4.99% beneficial ownership limitation). As of Oct 14, 2026, Unusual Machines beneficially owned approximately 4.99% of the company’s outstanding common stock. Since Nov 10, 2025, Unusual Machines has paid Drone Nerds, LLC approximately $1,100,000 for purchases of drone parts and components.
  • Background on Dr. Evans included in the filing: chief executive officer and director of Unusual Machines since Dec 2023; director of Datacentrex, Inc. since Dec 2025; former chief operating officer of Red Cat Holdings, Inc. from Jan 2021 to Nov 2023; former CEO of Fat Shark Holdings, Ltd. from 2017 until Nov 2020; co-founder and former CTO of Avegant; holds 47 issued or pending patents and a Ph.D. in Electrical Engineering from the University of Michigan.

Why it may matter

  • This filing reports Item 5.02 (departure of directors or certain officers; election of directors) and Item 7.01 (regulation FD disclosure furnishing a press release) of Form 8-K. The filing describes the appointment, compensation framework, related agreements, and related-party transactions disclosed in connection with Dr. Evans’ appointment. A filing does not show why the insider traded or why the company acted.

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