XTI Aircraft Company executed a non-binding letter of intent to acquire Inpixon (NasdaqCM:INPX) from a group of shareholders in a reverse merger transaction on September 12, 2022. XTI Aircraft Company entered into a definitive merger agreement to acquire Inpixon from a group of shareholders for $15.6 million in a reverse merger transaction on July 24, 2023. At the effective time, each share of XTI common stock outstanding immediately prior to the Effective Time will automatically be converted into the right to receive a number of shares of Inpixon common stock equal to the Exchange Ratio, estimated to be 2.48417258. The merger agreement provides for XTI shareholders to own approximately 60% of the outstanding shares of common stock of the post combination company, and Inpixon shareholders to retain approximately 40% of the outstanding shares of common stock of the post combination company as of closing. Exchange Ratio would be. Upon closing of the transaction, the combined company is planning to operate under the name XTI Aerospace, Inc. (?XTI Aerospace?) and to trade on the Nasdaq Capital market under the symbol XTIA or other symbol to be announced. In case of termination of the transaction under certain circumstances, Inpixon must pay XTI a termination fee of $2 million and XTI must pay Inpixon a termination fee of $2 million. In connection with the closing of the transaction, Nadir Ali and Wendy Loundermon are expected to resign as Chief Executive Officer and Chief Financial Officer of Inpixon. It is anticipated that XTI's current board member and Chief Financial Officer, Scott Pomeroy, will become the Chairman and Chief Executive Officer of XTI Aerospace, with XTI founder David Brody becoming a member of the board of directors of XTI Aerospace. Michael Hinderberger will continue in his current role as Chief Executive Officer of XTI Aircraft Company, leading the technical development of the TriFan 600. Soumya Das, the Chief Operating Officer of Inpixon, will continue to lead the RTLS business line.

The transaction is subject to the satisfaction or waiver of certain conditions to closing, including, among other things: obtaining the approval by the stockholders of Inpixon and XTI, appropriate regulatory approvals, the Form S-4 being declared effective by the SEC and in effect, approval for the listing on The Nasdaq Stock Market, LLC of the shares of Inpixon common stock to be issued in connection with the transaction, no greater than 5% of the issued and outstanding shares of XTI Common Stock shall be dissenting shares. The transaction has been unanimously approved by the Boards of Directors of Inpixon and XTI, and by XTI's controlling shareholders. The registration statement on Form S-4 became effective as of November 13, 2023. Each of the boards of directors of Inpixon and XTI determined to recommend that the respective stockholders approve the proposal. As of December 11, 2023, Inpixon has received shareholder approval of the proposals related to merger agreement with XTI Aircraft. The proposed merger is expected to be completed by the fourth quarter of 2023. As of February 12, 2024, the transaction is expected to close in Q1 2024.

Maxim Group LLC is serving as exclusive financial advisor to Inpixon in connection with the transaction. Chardan Capital Markets LLC is serving as exclusive financial advisor to XTI on the transaction. Kevin Friedmann of Norton Rose Fulbright US LLP acted as legal advisor to Inpixon. Mara Babin of MBMC International PLLC and Ronald R. Levine, II of Arnold & Porter Kaye Scholer LLP acted as legal advisors to XTI. Gemini Valuation Services, LLC acted as financial advisor, fairness opinion provider and due diligence provider to Inpixon. Chardan Capital Markets, LLC and Maxim Group LLC also provided due diligence services. Inpixon has agreed to pay to Maxim, upon closing, a cash fee equal to $800,000, and to issue to Maxim equal to the quotient obtained by dividing $1,000,000 by the closing price of Inpixon common stock. Greenberg Traurig, LLP acted as legal advisor to Inpixon. Computershare Trust Company, National Association acted as transfer agent to Inpixon. For services rendered in connection with the delivery of its opinion, Inpixon paid Gemini Valuation Services an investment banking fee of $80,000 in two installments: $40,000 at the signing of the engagement letter, which has been fully paid, and the balance of $40,000 paid upon the earlier of a successful transaction closing or 30 days after the signing of the engagement letter, which was also fully paid.

XTI Aircraft Company completed the acquisition of Inpixon (NasdaqCM:INPX) from a group of shareholders in a reverse merger transaction 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. 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. Concurrent with the transaction close, an entity controlled by the outgoing Chief Executive Officer, 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. 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.