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Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 19 - Subsequent Events

 

Management has evaluated subsequent events through the date of issuance of this Quarterly Report on Form 10-Q.

 

Warrant Exercises

 

Subsequent to September 30, 2025, 1,925,000 Pre-funded Warrants from the September Offering were exercised at an exercise price per share of $0.001, resulting in the issuance of 1,925,000 shares of common stock. As of the date of this report, there are no Pre-Funded Warrants from the September Offering remaining.

Valkyrie Investment and the Vanguard Platform

 

On October 27, 2025, the Company and Valkyrie Sciences Holdings LLC (“Valkyrie”), a company developing enterprise solutions via the integration of artificial intelligence and advanced materials, announced the Vanguard Platform, an intelligent technology system for the next generation of VTOL aircraft. The Vanguard Platform will apply Valkyrie’s experience with graphene and composite materials, battery technology, and smart systems architecture to the Company’s TriFan 600 program. In connection with this collaboration, on October 21, 2025, the Company made a $2 million strategic investment in Valkyrie through the purchase of a convertible promissory note (the “Valkyrie Note”) with an initial principal amount of $2 million issued by Valkyrie. Valkyrie and its affiliate Valkyrie Andromeda Corporation (together with Valkyrie, the “Borrower”) are jointly and severally liable under the Valkyrie Note. Interest accrues on the outstanding principal amount at the lesser of 10% per annum or the maximum rate permissible by law. The outstanding principal amount, together with any accrued but unpaid interest, is due and payable on December 31, 2026 (the “Maturity Date”). After a Qualified Financing (as defined in the Valkyrie Note) and if the Company does not elect to convert the Valkyrie Note, the Company may, prior to the Maturity Date, elect to require the Borrower to pay the remaining balance of the Valkyrie Note within 60 days after the delivery of the election notice to Valkyrie.

 

Acquisitions of Drone Nerds and Anzu Robotics

 

On November 10, 2025, XTI Drones Holdings, LLC (“XTI Drones Holdings”), a subsidiary of the Company’s wholly-owned subsidiary, XTI Drones, LLC, acquired 100% of the issued and outstanding equity interests of two enterprise drone solutions providers, Drone Nerds, LLC (“Drone Nerds”), a Florida limited liability company, and Anzu Robotics, LLC (“Anzu Robotics”), a Delaware limited liability company (the “Acquisition”) for total purchase consideration of $40.0 million, which was comprised of $20.0 million in cash, $11.9 million in the form of two promissory notes (including approximately $1.6 million in working capital adjustments), and $9.7 million in the form of equity consideration, specifically an aggregate of 6,524,576  Class B Units of XTI Drones Holdings (the “Class B Units”).

 

Drone Nerds is one of the largest drone distributors and solutions providers in the United States. Drone Nerds specializes in the wholesale, retail and e-commerce sale of advanced drone systems and related technologies serving commercial, governmental, and consumer markets, including public safety, construction, energy, and agriculture. The company operates both an online sales platform and a retail location in South Florida and maintains one of the largest drone inventories in the U.S., representing over 30 leading brands. Through its nationwide network of sales, marketing, and service professionals, Drone Nerds delivers comprehensive enterprise drone solutions that improve operational performance and data-driven decision-making for its customers.

 

The Class B Units of XTI Drones Holdings are exchangeable at any time after May 1, 2026 for shares of the Company’s common stock on a one-for-one basis, provided that such exchange ratio is subject to equitable adjustments for stock splits, stock dividends, reclassifications and similar transactions affecting the Company’s common stock. In addition, on the date that is 15 months after November 10, 2025, all outstanding Class B Units will automatically be exchanged for shares of the Company’s common stock on a one-for-one basis, subject to the foregoing adjustments. The Drone Nerds and Anzu Robotics sellers entered into lock-up agreements pursuant to which they agreed not to, without the Company’s prior consent, sell, transfer or dispose of any shares of common stock until November 10, 2026. Following the exchange of all outstanding Class B Units into shares of common stock, XTI Drones, LLC will own 100% of the membership interests of XTI Drones Holdings, and Drone Nerds and Anzu Robotics will be indirect, wholly-owned subsidiaries of the Company.

 

The Company incurred fees of approximately $1.2 million owed to ThinkEquity LLC as compensation for advisory services in connection with the Acquisition.

 

Issuance of Series 10 Convertible Preferred Stock

 

On November 10, 2025, the Company entered into a Securities Purchase Agreement with Unusual Machines, Inc. pursuant to which the Company issued Unusual Machines, Inc. 25,000 shares of Series 10 Convertible Preferred Stock, par value $0.001 per share (the “Series 10 Preferred”), at a stated value of $1,000 per share, for aggregate gross proceeds of $25.0 million in a private placement that closed on November 12, 2025. The Company received net proceeds from the Series 10 financing of approximately $23.1 million, after deducting the placement agent fees and other expenses payable by the Company of approximately $1.9 million.

 

The Series 10 Preferred carries a 12% cumulative dividend, payable quarterly in cash, common stock, or in kind through accretion to stated value; provided that the payment of the dividend in common stock is subject to the receipt of shareholder approval. The right to such preferential dividend expires on the two-year anniversary of the original issuance date of the Series 10 Preferred. Each share will be convertible into common stock at a conversion price of $1.492 per share, subject to adjustment as set forth in the Series 10 Preferred certificate of designation (the “Certificate of Designation”), upon receipt of shareholder approval, at which time all shares will automatically convert. Conversions are subject to a beneficial ownership limitation of 4.99% (or 9.99% at holder election). If conversion would exceed such limit, the Company may, at the election of the holder, issue pre-funded warrants in lieu of conversion shares or such shares will be held by the Company in abeyance for the benefit of such holder. The Series 10 Preferred includes a Fundamental Transaction clause providing that holders receive equivalent consideration on the same basis as common shareholders. The Series 10 Preferred has no redemption rights and may be settled only through equity conversion. The Series 10 Preferred has no voting rights, except as required by law and for certain customary protective provisions set forth in the Certificate of Designation.

 

ThinkEquity acted as the Company’s placement agent in connection with the Series 10 Preferred financing. As compensation, the Company paid ThinkEquity $1,750,000 of placement agent fees, reimbursed ThinkEquity for $175,000 of actual out-of-pocket offering expenses, and issued ThinkEquity and its designees warrants to purchase an aggregate of 837,801 shares of common stock at an exercise price of $1.492 per share, equal to the Series 10 Preferred conversion price. The warrants were immediately exercisable upon closing and expire five years from the date of issuance. The Company’s obligation to issue shares upon exercise of the warrants is subject to its receipt of shareholder approval. If a holder exercises its warrants prior to the date that shareholder approval is obtained, such holder will receive the right to receive on the shareholder approval date the number of shares of common stock so issuable upon such exercise and, on the shareholder approval date, the Company will issue such shares to such holder.