XTI Aerospace, Inc. (XTIA): M&A transaction — XTI Aerospace acquires Drone Nerds & Anzu Robotics for ~$39M; raises $25M PIPE from Unusual Machines

XTI Aerospace, Inc.

Acquired 100% of Drone Nerds for $16.7M cash, $10.98M note, and $8.96M in Class B units.
Acquired 100% of Anzu Robotics for $1.44M cash, $0.96M note, and $0.78M in Class B units.
Raised $25M via PIPE: sold 25,000 Series 10 Convertible Preferred shares to Unusual Machines at $1,000/share; $10.5M advanced to repay Banesco line.
Promissory notes: first payment $3.68M (DN) and $0.32M (AR) due Nov 30, 2025; interest 7.25%; maturity 1 year.
Class B units exchangeable for common stock after May 1, 2026 (initial 1:1); mandatory exchange after 15 months.

item 1.01 item 5.03 item 2.01 item 2.03 item 3.02 item 3.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

XTI Aerospace, Inc. incurred loan of $10,976,284.58 with The Origin Group DN, Inc. at Not specified maturing Not specified.

Instrument: loan
Principal: $10,976,284.58
Counterparty: The Origin Group DN, Inc.
Rate: Not specified
Maturity: Not specified
Event: incurrence

Exact text from the filing

issued DN Seller a promissory note in the original principal amount of $10,976,284.58 (the “DN Note”) in exchange for 30% of the Drone Nerds Interests

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

XTI Aerospace, Inc. completed an acquisition involving Drone Nerds, LLC and Anzu Robotics, LLC for $16,727,356.00 in cash, a promissory note in the original principal amount of $10,976,284.58, and 6,002,610 Class B Units with a fair market value of $8,955,894 (closed 2025-11-10).

Action: acquisition
Counterparty: Drone Nerds, LLC and Anzu Robotics, LLC
Consideration: $16,727,356.00 in cash, a promissory note in the original principal amount of $10,976,284.58, and 6,002,610 Class B Units with a fair market value of $8,955,894
Closing: 2025-11-10

Exact text from the filing

company as part of a reorganization for tax purposes. Pursuant to the DN Purchase Agreement, in exchange for the Drone Nerds Interests, XTI Drones Holdings (i) paid DN Seller $16,727,356.00 in cash in exchange for 46% of the Drone Nerds Interests, (ii) issued DN Seller a promissory note in the original principal amount of $10,976,284.58 (the “DN Note”) in exchange

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XTI Aerospace, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-108855

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