XTI Aerospace: reports note defaults with approximately $4,510,000 outstanding

What happened XTI Aerospace filed an 8-K reporting that XTI Drones Holdings failed to make required principal payments due Sep 30, 2026 under two seller promissory notes, resulting in an event of default on Oct 11, 2026. The filing reports the aggregate outstanding principal amount of the DN Note and the AR Note was approximately $4,510,000 as of Oct 11, 2026, and that default interest accrues at 9.25% per annum.

Key details

• The DN Note had an original principal of $10,976,284.58 and the AR Note had an original principal of $954,459.53; both bore interest at 7.25% per annum and required principal installments of $1,380,000 (DN) and $120,000 (AR) on or before Sep 30, 2026 that were not paid.
• Under the notes, a payment missed for more than ten days constituted an event of default; the filing states the defaults occurred upon expiration of the ten-day period at the end of Oct 10, 2026.
• The filing reports cross-defaults under a Credit Agreement dated Feb 11, 2026 with JPMorgan Chase Bank, N.A. providing a secured asset-based revolving credit facility with commitments of up to $20,000,000; approximately $8,400,000 of revolving loans were outstanding as of Oct 16, 2026.
• The filing states the DN Seller and the AR Seller may accelerate amounts due and the lender may cease lending, terminate its commitment, declare amounts due, charge additional default interest, and exercise secured remedies; as of the filing date neither seller nor the lender had declared amounts due or exercised remedies. The parties report they have agreed on terms of a temporary waiver subject to execution and intend to pursue restructuring.

Why it may matter This Item 2.04 filing reports triggering events that accelerate or increase a direct financial obligation: note defaults, a higher default interest rate, potential acceleration rights of the sellers, and related cross-defaults under the Credit Agreement. The filing describes discussions with the note holders and the lender and discloses forward-looking statements and uncertainties. This filing does not show why the company acted.