---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-000868"
form_type: "8-K"
ticker: "XTIA"
cik: "0001529113"
company_name: "XTI Aerospace, Inc."
filed_at: "2024-01-03T23:59:59+00:00"
generated_at: "2026-06-07T04:39:14.940442+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Inpixon issues 17.5M shares to noteholders, extends ATM facility, establishes liquidating trust for Grafiti spin-off

## Summary
- Issued 4,478,660 shares at $0.0556 for $249,013 of July 2022 note; issued 13,000,000 shares at $0.0556 for $722,800 of Dec 2022 note.
- Extended equity distribution agreement with Maxim Group LLC through Dec 31, 2024.
- Transferred Grafiti shares to liquidating trust; distribution to stockholders upon SEC registration effectiveness or liquidation by Dec 2026.
- Amended XTI promissory note extending maturity from Dec 31, 2023 to Jan 30, 2024.
- Total shares outstanding post-issuance: 194,298,358 as of Jan 3, 2024.

## SEC filing metadata
- accession: 0001213900-24-000868
- form_type: 8-K
- ticker: XTIA
- cik: 0001529113
- company_name: XTI Aerospace, Inc.
- filed_at: 2024-01-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 3.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1529113/000121390024000868/0001213900-24-000868-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1529113/000121390024000868/ea191043-8k_inpixon.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-000868
- JSON: https://secwatch.observer/filing/0001213900-24-000868.json
- Plain text: https://secwatch.observer/filing/0001213900-24-000868.txt

## Key facts
- M&A Transactions
  XTI Aerospace, Inc. completed a disposition involving Grafiti Holding Inc. (closed 2023-12-27).
  - Action: disposition
  - Counterparty: Grafiti Holding Inc.
  - Closing: 2023-12-27
  source text: istribution Agreement (the “Separation Agreement”) with Grafiti Holding Inc., a British Columbia corporation and subsidiary of the Company (“Grafiti”), pursuant to which the Company was to complete a Reorganization (as defined below) and then distribute
  evidence_url: https://www.sec.gov/Archives/edgar/data/1529113/000121390024000868/0001213900-24-000868-index.htm
- Material Agreements
  XTI Aerospace, Inc. amended Amendment No. 2 to Equity Distribution Agreement with Maxim Group LLC valued at Extension of term to earliest of December 31, 2024, sale of shares equal to Offering Size, or termin (effective 2023-12-29).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Maxim Group LLC
  - Value: Extension of term to earliest of December 31, 2024, sale of shares equal to Offering Size, or termin
  - Effective: 2023-12-29
  source text: On December 29, 2023, Inpixon (the “Company,” “we,” “us,” and “our”) entered into Amendment No. 2 to Equity Distribution Agreement (“Amendment 2”) with Maxim Group LLC (“Maxim”), amending the Equity Distribution Agreement, dated as of July 22, 2022, between the Company and Maxim (the “Original Agreement”), as amended by Amendment No. 1 to the Original Agreement, dated as of June 13, 2023, between the Company and Maxim (“Amendment 1” and, together with the Original Agreement and Amendment 2, the “Equity Distribution Agreement”), pursuant to which the parties extended the term of the Equity Distribution Agreement until the earliest of (i) December 31, 2024, (ii) the sale of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price equal to the Offering Size (as defined in the Equity Distribution Agreement), and (iii) the termination by either Maxim or the Company upon the provision of 15 days written notice or otherwise pursuant
  evidence_url: https://www.sec.gov/Archives/edgar/data/1529113/000121390024000868/0001213900-24-000868-index.htm
- Material Agreements
  XTI Aerospace, Inc. entered into Liquidating Trust Agreement with Grafiti Holding Inc. valued at Trust to hold Grafiti Common Shares for Participating Securityholders until Registration Statement e (effective 2023-12-27).
  - Action: entry
  - Counterparty: Grafiti Holding Inc.
  - Value: Trust to hold Grafiti Common Shares for Participating Securityholders until Registration Statement e
  - Effective: 2023-12-27
  source text: On December 27, 2023, the Company entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) by and among the Company, Grafiti and the sole original trustee named therein, who is a current employee of the Company (collectively with any additional trustees duly appointed under the Liquidating Trust Agreement from time to time, the “Trustees”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1529113/000121390024000868/0001213900-24-000868-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.