Inpixon: XTI Aerospace To Begin Trading on Nasdaq on March 13, 2024

XTI Aerospace, Inc. Formed Through Completed Merger Between XTI Aircraft Company and Inpixon; Ticker Symbol: XTIA

Innovative Aerospace Company Focused on Revolutionizing Private Air Transportation with its TriFan 600 Vertical Lift Crossover Airplane

Over 700 Conditional Pre-Orders¹ to Date with the Potential to Generate over $7 Billion in Gross Revenues² Upon Delivery

ENGLEWOOD, Colo., March 12, 2024 /PRNewswire/ -- XTI Aerospace, Inc. (NASDAQ: XTIA) ("XTI Aerospace" or the "Company") today announced the closing of the merger between Inpixon® and XTI Aircraft Company ("XTI") after market close on March 12, 2024. The newly combined Company, renamed XTI Aerospace, Inc., will begin trading on the Nasdaq Capital Market under the ticker symbol "XTIA" as of market open on March 13, 2024. XTI Aerospace will focus on the development and commercialization of the TriFan 600, a fixed-wing, vertical lift crossover airplane (VLCA), as well as continuing to offer the Company's real-time location systems ("RTLS") technology to manufacturing and other industrial facilities. XTI Aerospace management will host a conference call presentation, date to be announced in the near future, to discuss the new Company and its business plan.

Effective upon the closing of the merger, Scott Pomeroy has been appointed chairman and chief executive officer of XTI Aerospace. Michael Hinderberger will continue in his role as chief executive officer of XTI Aircraft Company, a subsidiary of XTI Aerospace, Soumya Das will serve as chief executive officer of the RTLS business unit of XTI Aerospace, and Brooke Martellaro will be the chief financial officer of XTI Aerospace. Nadir Ali and Wendy Loundermon have resigned as chief executive officer and chief financial officer of XTI Aerospace (formerly Inpixon).

Pomeroy commented, "We're thrilled to have successfully combined our companies. XTI Aerospace will be focused on bringing the distinctive TriFan 600 to market and meeting our performance goals as a fixed-wing business aircraft that will provide the point-to-point convenience of a helicopter. We expect the TriFan 600 to be able to serve nearly every segment of private air travel including business, medevac, leisure, and cargo. Demonstrating the market demand for the TriFan, we've secured over 700 conditional pre-order¹ reservations, and indications of interest from a variety of customer types, which have the potential to generate over $7 billion in gross revenue² upon delivery of the aircraft. We believe with the completion of this merger XTI Aerospace is positioned to drive value for shareholders as we execute on key milestones and progress toward commercialization. In addition, our leadership team is comprised of aviation industry veterans who bring a deep knowledge and understanding of the market. This is a transformational step in the Company's history, and we look forward to the continued execution of our business strategy and to bringing the TriFan 600 to market."

David Brody, founder and chairman of XTI Aircraft Company, added, "We believe this merger provides the Company with a solid foundation on which we can accelerate our development of the TriFan 600. We expect to be in a position to expand our operations, move forward on building our first full-scale piloted test aircraft and commencing flight tests within about two years, as we continue our efforts toward achieving FAA certification and commercial production."

Concurrent with the transaction close, an entity controlled by the outgoing CEO, Nadir Ali, has invested $1.5 million in an equity financing in the Company and acquired approximately 1,500 shares of the Company's new Series 9 Preferred Stock. Ali stated, "We are pleased to have completed the transformational merger to create XTI Aerospace. We worked tirelessly to identify strategic alternatives that we believe have the potential to maximize value for our shareholders, and we could not be more excited about this latest transaction. We are very encouraged by the progress made to date, and as an investor I look forward to witnessing the contributions of the new leadership team."

In connection with the transaction closing, the Company and Streeterville Capital, LLC ("Streeterville"), holder of an outstanding promissory note of the Company, entered into an exchange agreement pursuant to which Streeterville exchanged the outstanding balance of the promissory note in the amount of approximately $9.8 million for approximately 9,801 shares of the Company's Series 9 Preferred Stock.

The Company's RTLS business unit will continue to offer real-time location systems technology products and services to manufacturing and other industrial facilities. The RTLS products and services provide streamlined operations, greater efficiency, and improved safety for its customers.

About the Merger

Additional details regarding the merger can be found in XTI Aerospace's Form 8-K to be filed with the Securities and Exchange Commission.

Advisors

Norton Rose Fulbright US LLP represented Inpixon and Arnold & Porter Kaye Scholer LLP represented XTI Aircraft Company in connection with the merger. Maxim Group, LLC served as the exclusive financial advisor to Inpixon and Chardan Capital Markets, LLC served as the exclusive financial advisor to XTI Aircraft Company in connection with the merger.

About the TriFan 600 VLCA

The TriFan 600 is being developed to combine the performance of a fixed-wing business aircraft with the vertical takeoff and landing (VTOL) capability of a helicopter. The Company estimates that the TriFan will fly at speeds of up to 345 mph and have a range of 700 miles helipad-to-helipad - both more than twice that of most civilian helicopters similar in size to the TriFan. Incorporating VTOL capability in a fixed-wing business aircraft creates a new "vertical lift crossover airplane" ("VLCA") category. The Company will target the existing turbine business aircraft and helicopter sectors, and the emerging advanced air mobility (AAM) market. The Company is led by an experienced management team with a successful track record of bringing aircraft to market and has secured patent protection for its design in various countries, including the United States, Canada, China, Japan, and Europe.

TriFan 600 highlights include these performance estimates and projections:

• Speed up to 345 miles per hour, and range of 700 miles with vertical takeoff and vertical landing (extended range with a conventional takeoff or landing).
• The speed, range, and comfort of a fixed-wing airplane combined with the point-to-point convenience of a helicopter.
• Will reduce door-to-door travel time, while utilizing existing infrastructure to take off and land, including over 5,000 existing helipads in the United States alone, as well as driveways, back yards, job sites, private landing pads, remote locations -- wherever it's safe and legal.
• The flexibility to take off like a helicopter, or like a conventional airplane if a runway is needed to reduce fuel use and extend range.
• Pilot plus up to six passengers in a spacious, comfortable cabin.
• Targeting a broad range of end users including business aircraft and helicopter operators, fractional operators, air medical operators, high-net-worth individuals, government, and military.
• The turbine engines currently planned for the TriFan 600 propulsion system will be capable of using sustainable aviation fuel, which the International Air Transport Association considers key to reducing the industry's carbon footprint.
• The Company's future plans include incorporating hybrid-electric or all-electric propulsion as these technologies mature and become commercially viable.

A computer graphics simulation video is available at XTI TriFan 600 simulation video.

Footnotes

¹ Conditional pre-orders refers to a combination of conditional aircraft purchase agreements, non-binding reservation deposit agreements, options and letters of intent from potential purchasers.
² Based on XTI's current list price of $10 million per aircraft and assuming XTI is able to execute on the development program for the TriFan 600, secure FAA certification, and deliver the aircraft.

About XTI Aerospace, Inc.

XTI Aerospace is the parent Company of XTI Aircraft Company (XTIAircraft.com), an aviation business based near Denver, Colorado. The Company is guided by a leadership team with decades of experience, deep expertise, and success bringing new aircraft to market, including participating in teams that played a role in taking over 40 aircraft through FAA certification. Additionally, the Inpixon business unit of XTI Aerospace (inpixon.com) is a recognized leader in RTLS technology with customers around the world who use the Company's location intelligence solutions in factories and other industrial facilities to help optimize operations, increase productivity, and enhance safety. For more information about XTI Aerospace, please visit XTIAerospace.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this press release, including statements regarding the anticipated benefits of the business combination, the products under development by XTI and the markets in which it plans to operate, the advantages of XTI's technology, XTI's competitive landscape and positioning, XTI's growth plans and strategies, and the development and success of the TriFan 600, are forward-looking statements.

Some of these forward-looking statements can be identified by the use of forward-looking words, including "believe," "continue," "could," "estimate," "will," "expect," "intend," "plan," "target," "projects," "will," or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by XTI Aerospace and its management, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:

• the risk that XTI Aerospace may be unable to raise additional capital on acceptable terms to finance its operations and remain a going concern;
• potential difficulties in XTI Aerospace's employee retention because of the merger;
• the outcome of any legal proceedings that have or may be instituted related to the merger;
• failure to realize the anticipated benefits of the merger;
• the inability to maintain the listing of XTI Aerospace securities on Nasdaq;
• the risk that the price of XTI Aerospace's securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which XTI Aerospace operates;
• the inability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities;
• variations in performance across competitors, changes in laws, regulations, and technologies that may impose additional costs and compliance burdens on XTI Aerospace's operations, global supply chain disruptions and shortages;
• national security tensions, and macro-economic and social environments affecting XTI Aerospace business and changes in the combined capital structure;
• the risk that XTI Aerospace has a limited operating history, has not yet manufactured any non-prototype aircraft or delivered any aircraft to a customer, and XTI Aerospace and its current and future collaborators may be unable to successfully develop and market XTI Aerospace's aircraft or solutions, or may experience significant delays in doing so;
• the risk that XTI Aerospace is subject to the uncertainties associated with the regulatory approvals of its aircraft including the certification by the Federal Aviation Administration, which is a lengthy and costly process;
• the risk that XTI Aerospace may never achieve or sustain profitability;
• the risk that XT Aerospace experiences difficulties in managing its growth and expanding operations;
• the risk that XTI Aerospace's conditional pre-orders (which include conditional aircraft purchase agreements, non-binding reservations, options, and expressions of interest) are canceled, modified, delayed or not placed and that XTI Aerospace must return the refundable deposits;
• the risks relating to long development and sales cycles, XTI Aerospace's ability to satisfy the conditions and deliver on the orders and reservations, its ability to maintain quality control of its aircraft, and XTI Aerospace's dependence on third parties for supplying components and potentially manufacturing the aircraft;
• the risk that other aircraft manufacturers develop competitive VTOL aircraft or other competitive aircraft that adversely affect XTI Aerospace's market position;
• the risk that XTI Aerospace's future patent applications may not be approved or may take longer than expected, and XTI Aerospace may incur substantial costs in enforcing and protecting its intellectual property;
• the risk that XTI Aerospace's estimates of market demand may be inaccurate;
• the risk that XTI Aerospace's ability to sell its aircraft may be limited by circumstances beyond its control, such as a shortage of pilots and mechanics who meet the training standards, high maintenance frequencies and costs for the sold aircraft, and any accidents or incidents involving VTOL aircraft that may harm customer confidence;
• the risk that XTI's RTLS business unit, which operates in a competitive, high-tech sector, may be unsuccessful executing its business plan and adversely affect the Company's financial condition or operating results.
• other risks and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Form S-4 declared effective by the SEC on November 13, 2023 and the proxy statement/prospectus contained therein, in Inpixon's most recent Form 10-K and 10-Q filings with the SEC and in XTI Aircraft's periodic reports filed with the SEC pursuant to Regulation A of the Securities Act including XTI Aircraft's most recent Annual Report on Form 1-K. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. XTI Aerospace gives no assurance that it will achieve its expected results. XTI Aerospace assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as otherwise required by law.

Historical note: Inpixon, prior to the completed merger, traded on the Nasdaq Capital Market under the ticker symbol "INPX."

XTI Aerospace, Inc. Contacts

Investor Relations:
Crescendo Communications
Tel: [phone]
Email: [email protected]

Media/Sales/Marketing:
Saleem Zaheer
Email: [email protected]

SOURCE Inpixon