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      XTI Aerospace Reports Third Quarter 2026 Results

      XTI Aerospace Logo

      News provided by

      XTI Aerospace, Inc.

      Nov 12, 2026, 16:08 ET

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      FORT LAUDERDALE, Fla., Nov. 12, 2026 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA) ("XTI Aerospace," "XTI," or the "Company"), parent company of Drone Nerds, LLC, ("Drone Nerds"), a leading drone solutions platform serving commercial, enterprise and government customers, today announced financial results for its third quarter ended September 30, 2026, and reiterated its outlook for 2026.

      2026 Third Quarter Highlights (Inpixon results excluded and reflected in discontinued operations):

      • Revenue of $35.3 million, up 8.8% sequentially from the second quarter 2026 and up 46.1% from third quarter 2025 proforma revenue, partially driven by September demand ahead of Section 232 tariffs implemented this year
      • Gross profit of $7.7 million
      • Gross profit as a percentage of revenue of approximately 21.7%, inclusive of one-time benefits, primarily relating to tariff recoveries. Excluding the nonrecurring amounts, the gross profit margin was 16.0%.
      • G&A reduced to 29.2% of sales from 39.2% in the first six months of 2026. Cost realignment initiatives included a reduction in corporate and development-division headcount, consolidation of office footprint, and termination of non-core consulting, vendor and software contracts
      • Adjusted EBITDA of $1.6 million compared to negative $4.9 million in the second quarter of 2026

      "Our strategic pivot to focus on our Drone Nerds business is substantially complete," said Jeremy Schneiderman, XTI Aerospace's Interim Chief Executive Officer. "We have discontinued the operation of the XTI aircraft business, rightsized our corporate overhead and are focused on the significant opportunity in the commercial and enterprise drone market. We are uniquely positioned to help our customers manage their drone programs from aircraft payloads, software, fleet management and training, to service and repair."

      "We have continued to strengthen our product offerings over the last several months, adding pressure washing, airport detection and first responder programs to our portfolio. The growth opportunities we see across our portfolio combined with continued disciplined expense management is expected to lead to the transition to positive ongoing operating cash flows during the fourth quarter of 2026."

      2026 Financial Outlook and Guidance:

      • Full year 2026 revenue of $125 million to $130 million
      • Full year 2026 gross profit as a percentage of revenue of 17 percent to 19 percent

      The Company's outlook assumes, among other things, continued access to its asset-based credit facility and no material further changes in tariff policy, and is subject to the risks described below under "Cautionary Statement Regarding Forward-Looking Statements."

      2026 Third Quarter and Recent Events:

      • Announced partnership with AirSight, a drone detection and airspace security software solutions provider, to expand Drone Nerds' drone detection offerings within its enterprise solutions portfolio
      • Introduced ABZ Innovation C30 High-Pressure Cleaning Drone to its Enterprise Portfolio
      • Launched its Drone as First Responder (DFR) program, Evolver DFR, which gives police, fire, and emergency agencies everything they need to confidently send a drone to an emergency call
      • Appointed Dr. Allan Evans as Chairman of the Board of Directors and Jeremy Schneiderman as Interim CEO

      Liquidity and Reduction of Corporate Expenses

      As of September 30, 2026, the Company had $5.7 million of unrestricted cash and cash equivalents and $11.9 million of remaining availability on the borrowing base under its credit facility at Drone Nerds.

      During the second and third quarters the Company took significant action to reduce its corporate and ADS headcount and related compensation, to consolidate its office footprint, and to terminate non-core consulting, vendor and software contracts. Average monthly operating cash outflows of the Company's ADS and corporate operations (excluding Drone Nerds) during the third quarter were approximately $1.1 million per month, down approximately 42% from the second quarter, and 62% from the first quarter.   

      The Company has also recently restructured $4.7 million of promissory notes, which had previously been in default and also secured a cross-default waiver from JPMorgan Chase Bank, N.A. on our revolving credit facility.

      Unaudited Supplemental Combined Financial Information
      For purposes of this release, references to "supplemental combined" financial information refer to the unaudited supplemental combined financial information described below.

      The Company has provided unaudited supplemental financial information of the combined company in this press release. The following financial information combines XTI and Drone Nerds historical operating results as if the businesses had been operated together on a combined basis during prior periods. This financial information is intended to illustrate the current operating footprint of the Company following the acquisition of Drone Nerds and divestiture of the Company's Industrial IoT / Real-Time Location Systems business.

      The unaudited supplemental combined financial information is not "pro forma" financial information as that term is used in Article 11 of Regulation S-X. The unaudited supplemental combined financial information was not prepared in accordance with Article 11 of Regulation S-X and differs from the unaudited pro forma condensed combined financial information included in the Current Report on Form 8-K/A filed with the SEC on February 9, 2026 (the "Pro Forma 8-K Filing"), which was prepared in accordance with Article 11 of Regulation S-X and presented the year ended December 31, 2024 and the nine months ended September 30, 2025, which includes the 2025 periods shown in this press release, but did not present those periods separately. The unaudited supplemental combined financial information was not prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes to assist investors in understanding the operational performance of the combined business, timing and operational impact of the acquisition, and integration of the combined business, and should not be considered a substitute for the pro forma financial information included in the Company's prior filings prepared in accordance with Article 11 of Regulation S-X.

      Consequently, the unaudited supplemental combined financial information is intentionally different from, but does not supersede, the pro forma financial information set forth in the Pro Forma 8-K Filing or the pro forma financial information set forth in the Company's most recent annual report on Form 10-K.

      In addition, the unaudited supplemental combined financial information does not purport to indicate the results that actually would have been obtained had the companies been operated together during the periods presented, or which may be realized in the future. The unaudited supplemental combined financial information has no impact on XTI's or Drone Nerds' previously reported consolidated balance sheets or statements of operations, cash flows or equity.

      XTI Aerospace, Inc. and Subsidiaries
      Pro Forma(1) Combined Financial Data
      (Unaudited)



      Three Months Ended September 30,




      (in thousands, except percentages)

      2026


      2025


      $ Change


      % Change

      Revenues

      $      35,314


      $      24,164


      $        11,150


      46 %

      Cost of revenues

      27,637


      19,133


      8,504


      44 %

      Gross profit

      7,677


      5,031


      2,646


      53 %

      Operating expenses

      12,675


      17,189


      (4,514)


      (26) %

      Loss from operations

      (4,998)


      (12,158)


      7,160


      (59) %

      Other expense, net

      31,673


      1,034


      30,639


      2963 %

      Income tax expense

      —


      —


      —


      — %

      Pro forma net income (loss) from continuing
      operations

      $      26,675


      $     (11,124)


      $        37,799


      (340) %


      (1) For information on unaudited supplemental combined financial information presented, see the section titled "Unaudited
      Supplemental Combined Financial Information" in this press release.

      The unaudited supplemental combined financial information excludes non-recurring transaction-related costs associated with the Drone Nerds acquisition.

      Conference Call 

      The Company will host a live webcast on Thursday, November 12, 2026 at 4:30 PM ET, which will consist of a live question and answer session with Jeremy Schneiderman, Interim Chief Executive Officer and Brooke Turk, Chief Financial Officer.

      Investors and analysts are invited to participate and may register in advance using this link: https://xti-aerospace-3q-2026-conference-call.open-exchange.net/. The registration link is also available in the "Investor Relations" section of the Company's website under "IR News & Events." Dial-in information will be included upon registration.

      The replay of the event will be publicly available to all investors in the Investor Relations section, under "IR News & Events" section of the Company's website at xtiaerospace.com following the conclusion of the question and answer session and will remain available for 30 days.

      About XTI Aerospace, Inc.

      XTI Aerospace, Inc. ("XTI") (Nasdaq: XTIA) is focused on building a leading platform for commercial and government drone adoption in the growing unmanned aircraft systems ("UAS") industry. Through its subsidiary, Drone Nerds, LLC, XTI supports enterprise and government customers in sectors including public safety, agriculture, construction, and energy across the drone program lifecycle, from hardware sourcing and deployment to training, service, repair, and the proprietary Always Flying™ program. Its established U.S. customer base and reputation as a trusted solutions provider position the company as a go-to-market partner for drone manufacturers and software developers seeking to scale in the domestic market.

      For more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube.

      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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements. 

      Forward-looking statements may be identified by words such as "believe," "continue," "could," "would," "will," "expect," "intend," "plan," "target," "estimate," "project," or similar expressions. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, the Company's ability to continue as a going concern, the Company's ability to maintain the listing of its common stock on Nasdaq, the impact of Section 232 tariffs and other trade measures; pending regulatory inquiries and proceedings relating to the Company and its subsidiaries; potential conflicts of interest arising from its Interim Chief Executive Officer's economic interest in the holders of its acquisition-related notes, market adoption, regulatory requirements, supply chain conditions, technological development, integration of the acquired businesses, the Company's liquidity and ability to access additional capital on acceptable terms or at all, the Company's stockholders' equity and the sufficiency of its capital resources, and changes in applicable laws or regulations, customer demand variability and seasonal purchasing patterns, the Company's ability to achieve projected gross margins and operating cost reductions, working capital timing and inventory management, the outcome of pending legal proceedings involving the Company and its subsidiaries, the Company's ability to maintain relationships with key suppliers, restrictions and covenants under the Company's ABL credit facility, risks related to the wind-down of the Company's ADS division and the development of its ATM division, which has not generated revenues, and the potential for significant non-cash charges related to changes in the fair value of warrant liabilities as well as the other risks and uncertainties described in the Company's filings with the SEC. The Company's financial outlook and other projections in this press release are based on management's current expectations and assumptions and are particularly subject to these risks. XTI undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law. Readers are encouraged to review the risk factors described in XTI's filings with the SEC, including its most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K and subsequent filings. 

      Non-GAAP Measures
      This press release contains certain financial measures that are not recognized under generally accepted accounting principles in the United States ("GAAP"). XTI uses earnings before interest, income taxes, depreciation amortization ("EBITDA") and Adjusted EBITDA and important supplemental measures of the Company's operating performance.

      A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures for historical periods is provided in Schedule 1. As noted above under "2026 Financial Outlook and Guidance," the Company is unable to provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts due to the inherent difficulty in forecasting and quantifying certain reconciling items, including, without limitation, changes in the fair value of warrant liability.

      The Company's 2026 financial outlook is based on management's current expectations and assumptions regarding customer demand, product availability, gross margin trends, operating cost levels, and the timing of working capital normalization. These targets are forward-looking statements and are subject to the risks and uncertainties described below and in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including with respect to pending legal proceedings, liquidity, the Company's capital structure and the other matters described under "Cautionary Statement Regarding Forward-Looking Statements" below.

      The Company has not provided a reconciliation of forward-looking Adjusted EBITDA or other forward-looking non-GAAP measures to the most directly comparable GAAP financial measures because certain reconciling items, including changes in the fair value of warrant liability and other items, depend on future events outside the Company's control and cannot be reasonably predicted or determined without unreasonable efforts. The variability of these items could have a significant and potentially unpredictable impact on future GAAP results.

      Contacts:

      General inquiries:
      Email: [email protected]
      Web: https://xtiaerospace.com/contact

      Investor Relations:
      [email protected]

      XTI Aerospace, Inc. and Subsidiaries

      Condensed Consolidated Statements of Operations

      (In thousands, except share and per share data)

      (Unaudited)



      Three Months Ended
      September 30,


      Nine Months Ended
      September 30,


      2026


      2025


      2026


      2025


      (Unaudited)


      (Unaudited)

      Revenues

      $         35,314


      $             —


      $         95,459


      $             —

      Cost of Revenues

      27,637


      —


      76,993


      —

      Gross Profit

      7,677


      —


      18,466


      —









      Operating Expenses








      Research and development

      163


      1,449


      1,937


      3,953

      Sales and marketing

      1,810


      2,071


      6,148


      3,280

      General and administrative

      10,321


      9,857


      33,922


      20,127

      Merger and acquisition transaction costs

      134


      458


      224


      458

      Amortization of intangible assets

      247


      8


      705


      24

      Total Operating Expenses

      12,675


      13,843


      42,936


      27,842

      Loss from Operations

      (4,998)


      (13,843)


      (24,470)


      (27,842)

      Other Income (Expense)








      Interest expense, net

      (278)


      (1)


      (580)


      (219)

      Loss on extinguishment of debt

      —


      —


      —


      (421)

      Warrant issuance expense

      —


      (785)


      —


      (6,580)

      Change in fair value of warrant liability

      32,023


      2,151


      18,989


      (3,280)

      Other

      (72)


      —


      140


      (349)

      Total Other Income (Expense)

      31,673


      1,365


      18,549


      (10,849)









      Income (Loss) from Continuing Operations Before
      Income Taxes

      26,675


      (12,478)


      (5,921)


      (38,691)

      Income tax benefit

      —


      —


      —


      6

      Net Income (Loss) from Continuing Operations, net of
      tax

      26,675


      (12,478)


      (5,921)


      (38,685)

      Loss from operations of discontinued component,
      inclusive of tax

      (100)


      (968)


      (4,952)


      (8,491)

      Net income (Loss)

      26,575


      (13,446)


      (10,873)


      (47,176)

      Net income attributable to noncontrolling interest

      573


      —


      1,149


      —

      Net Income (Loss) Attributable to XTI Aerospace, Inc.

      26,002


      (13,446)


      (12,022)


      (47,176)

      Less: Preferred stock dividends

      —


      —


      42


      29

      Net Income (Loss) Attributable to Common
      Stockholders

      $       26,002


      $      (13,446)


      $      (12,064)


      $      (47,205)









      Net Income (Loss) Per Share – Basic:








      Continuing operations

      $           0.68


      $          (0.57)


      $          (0.19)


      $          (3.55)

      Discontinued operations

      $              —


      $          (0.04)


      $          (0.13)


      $          (0.78)

      Net income (Loss) per share

      $           0.68


      $          (0.61)


      $          (0.32)


      $          (4.33)









      Net Income (Loss) Per Share – Diluted:








      Continuing operations

      $           0.19


      $          (0.57)


      $          (0.19)


      $          (3.55)

      Discontinued operations

      $              —


      $          (0.04)


      $          (0.13)


      $          (0.78)

      Net income (Loss) per share

      $           0.19


      $          (0.61)


      $          (0.32)


      $          (4.33)









      Weighted Average Shares Outstanding, Basic

      38,477,789


      22,065,141


      37,403,649


      10,914,152

      Weighted Average Shares Outstanding, Diluted

      60,322,244


      22,065,141


      37,403,649


      10,914,152

      XTI Aerospace, Inc. and Subsidiaries

      Condensed Consolidated Balance Sheets

      (In thousands)

      (Unaudited)



      September 30,
      2026


      December 31,
      2025


      (Unaudited)



      Assets




      Current Assets




      Cash and cash equivalents

      $           5,657


      $         16,696

      Accounts receivable, net

      11,892


      12,093

      Inventories

      17,807


      15,400

      Prepaid expenses and other current assets

      5,552


      3,989

      Current assets of discontinued operations (Note 17)

      —


      3,645

      Total Current Assets

      40,908


      51,823

      Property and equipment, net

      407


      385

      Operating lease right-of-use asset, net

      1,341


      2,965

      Intangible assets, net

      8,650


      9,338

      Goodwill

      13,393


      11,544

      Note receivable

      4,394


      —

      Other assets

      778


      403

      Non-current assets of discontinued operations (Note 17)

      —


      4,788

      Total Assets

      $         69,871


      $         81,246






      September 30,
      2026


      December 31,
      2025


      (Unaudited)



      Liabilities, Mezzanine Equity, and Stockholders' Equity (Deficit)








      Current Liabilities




      Accounts payable

      $           2,152


      $           5,212

      Accrued expenses and other current liabilities

      6,820


      6,556

      Customer deposits

      2,689


      3,071

      Warrant liability

      24,459


      22,561

      Operating lease obligation, current

      635


      550

      Note payable - related party

      450


      —

      Acquisition-related promissory note - related party, current

      726


      7,931

      Asset-based revolving line of credit

      5,928


      —

      Income tax payable

      1,600


      —

      Current liabilities of discontinued operations (Note 17)

      —


      1,722

      Total Current Liabilities

      45,459


      47,603

      Note payable - related party

      —


      450

      Operating lease obligation, noncurrent

      736


      2,427

      Acquisition-related promissory note - related party, noncurrent

      3,930


      —

      Other non-current liabilities

      60


      —

      Non-current liabilities of discontinued operations (Note 17)

      —


      322

      Total Liabilities

      50,185


      50,802

      Commitments and Contingencies (Note 13)




      Mezzanine Equity




      Representative and placement agent warrants, net of issuance costs

      2,701


      2,701

      Stockholders' Equity




      Preferred Stock - $0.001 par value; 5,000,000 shares authorized

      —


      —

      Series 4 Convertible Preferred Stock - $0.001 par value; 10,415 shares authorized; 1 share
      issued and outstanding as of September 30, 2026 and December 31, 2025

      —


      —

      Series 5 Convertible Preferred Stock - $0.001 par value; 12,000 shares authorized; 126 shares
      issued and outstanding as of September 30, 2026 and December 31, 2025

      —


      —

      Series 9 Convertible Preferred Stock - $0.001 par value; 20,000 shares authorized; 0 shares
      issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

      —


      —

      Series 10 Convertible Preferred Stock - $0.001 par value; 25,000 shares authorized; 0 and
      25,000 shares issued and outstanding as of September 30, 2026 and December 31, 2025,
      respectively

      —


      21,793

      Common Stock - $0.001 par value; 500,000,000 shares authorized; 38,477,789 and 32,786,816
      shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

      38


      33

      Additional paid-in capital

      180,138


      157,354

      Accumulated other comprehensive income

      —


      881

      Accumulated deficit

      (174,345)


      (162,323)

      Total Stockholders' Equity

      5,831


      17,738

      Noncontrolling interest – Class B Units of XTI Drones Holdings, LLC

      11,154


      10,005

      Total Equity

      16,985


      27,743

      Total Liabilities, Mezzanine Equity, and Equity

      $         69,871


      $         81,246

      XTI Aerospace, Inc. and Subsidiaries

      Condensed Consolidated Statements of Cash Flows

      (In thousands)

      (Unaudited)



      Nine Months Ended September 30,

      (amounts in thousands, unaudited)

      2026


      2025

      Cash Flows Used in Operating Activities




      Net loss

      $         (10,873)


      $         (47,176)

      Adjustment to reconcile net loss to net cash used in operating activities:




      Depreciation and amortization

      163


      103

      Amortization of intangible assets

      688


      206

      Amortization of right-of-use asset

      560


      100

      Non-cash interest expense, net

      31


      145

      Stock-based compensation

      14,037


      7,527

      Impairment of goodwill

      —


      4,049

      Impairment of intangible assets

      —


      631

      Loss on extinguishment of debt

      —


      421

      Warrant issuance expense

      —


      6,580

      Change in fair value of warrant liability

      (18,989)


      3,280

      Loss on sale of Inpixon division

      831


      —

      Other

      1


      20

      Changes in operating assets and liabilities:




      Accounts receivable and other receivables

      1,480


      (1,293)

      Inventories

      (2,389)


      1,016

      Prepaid expenses and other current assets

      (875)


      101

      Other assets

      35


      287

      Accounts payable

      (3,116)


      (1,940)

      Related party payables

      —


      (51)

      Accrued expenses and other current liabilities

      27


      (4,600)

      Customer deposits

      (85)


      336

      Operating lease obligation

      (529)


      (98)

      Net Cash Used in Operating Activities

      (19,003)


      (30,356)

      Cash Flows Used in Investing Activities




      Purchase of property and equipment

      (228)


      (126)

      Net cash paid on disposal of the Inpixon Business

      (694)


      —

      Net Cash Used in Investing Activities

      (922)


      (126)

      Cash Provided by Financing Activities




      Proceeds from the exercise of liability classified warrants

      7,927


      4,061

      Proceeds from other debt

      60


      —

      Payment of offering costs and commissions in connection with exercise of liability classified warrants

      (488)


      —

      Net proceeds from sale of common stock and pre-funded warrants via public offerings

      —


      57,051

      Net proceeds from ATM stock offering

      —


      1,667

      Redemption of Series 9 preferred stock

      —


      (1,427)

      Borrowings on Asset-Based Revolving Line of Credit (Drone Nerds)

      89,456


      —

      Repayment of borrowings on Asset-Based Revolving Line of Credit (Drone Nerds)

      (83,528)


      —

      Payment of debt issuance costs

      (565)


      —

      Repayments of promissory notes - related party

      (3,500)


      (2,784)

      Net Cash Provided by Financing Activities

      9,362


      58,568

      Effect of Foreign Exchange Rate on Changes on Cash

      20


      7

      Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash

      (10,543)


      28,093

      Cash, Cash Equivalents and Restricted Cash - Beginning of period

      16,919


      4,105

      Cash, Cash Equivalents and Restricted Cash - End of period

      $            6,376


      $          32,198

      XTI Aerospace, Inc. and Subsidiaries
      Reconciliation of Non-GAAP Financial Measures
      (In thousands)
      (Unaudited)



      Three Months Ended September 30,




      (in thousands, except percentages)

      2026


      2025


      $ Change


      % Change

      Revenues

      $      35,314


      $      24,164


      $        11,150


      46 %

      Cost of revenues

      27,637


      19,133


      8,504


      44 %

      Gross profit

      7,677


      5,031


      2,646


      53 %

      Operating expenses

      12,675


      17,189


      (4,514)


      (26) %

      Loss from operations

      (4,998)


      (12,158)


      7,160


      (59) %

      Other expense, net

      31,673


      1,034


      30,639


      2963 %

      Income tax expense

      —


      —


      —


      — %

      Pro forma net income (loss) from continuing
      operations

      $      26,675


      $     (11,124)


      $        37,799


      (340) %

      Reconciliation of Pro Forma EBITDA and Pro
      Forma Adjusted EBITDA








      Pro forma net loss from continuing operations

      26,675


      (11,124)





      Interest expense, net

      278


      353





      Income tax expense

      —


      —





      Depreciation and amortization

      281


      262





      Pro Forma EBITDA

      $      27,234


      $     (10,509)


      $        37,743


      (359) %

      Change in fair value of warrant liability

      (32,023)


      (2,151)





      Severance and restructuring charges

      817


      —





      Stock-based compensation expense

      5,417


      6,283





      Selected charges that are unusual or non-recurring (1)

      134


      785





      Pro Forma Adjusted EBITDA

      $       1,579


      $      (5,592)


      $          7,171


      (128) %









      Pro forma Margins:








      Gross margin

      22 %


      21 %





      Pro Forma Adjusted EBITDA Margin

      4 %


      (23) %






      (1) Includes warrant issue expense, change in fair value of investment, loss on extinguishment of debt, and other adjustments
      that management believes are non-recurring.


      Nine Months Ended September 30,




      (in thousands, except percentages)

      2026


      2025


      $ Change


      Change*

      Revenues

      $      95,459


      $      79,881


      $        15,578


      20 %

      Cost of revenues

      76,993


      61,575


      15,418


      25 %

      Gross profit

      18,466


      18,306


      160


      1 %

      Operating expenses

      42,936


      37,979


      4,957


      13 %

      Loss from operations

      (24,470)


      (19,673)


      (4,797)


      24 %

      Other expense, net

      18,549


      (11,989)


      30,538


      (255) %

      Income tax benefit

      —


      6


      (6)


      (100) %

      Pro forma net loss from continuing operations

      $      (5,921)


      $     (31,656)


      $        25,735


      (81) %

      Reconciliation of Pro Forma EBITDA and Pro
      Forma Adjusted EBITDA








      Pro forma net loss from continuing operations

      (5,921)


      (31,656)





      Interest expense, net

      580


      1,434





      Income tax benefit

      —


      (6)





      Depreciation and amortization

      831


      781





      Pro Forma EBITDA

      $      (4,510)


      $     (29,447)


      $        24,937


      (85) %

      Change in fair value of warrant liability

      (18,989)


      3,280





      Severance and restructuring charges

      1,171


      —





      Stock-based compensation expense

      13,866


      7,362





      Selected charges that are unusual or non-
      recurring (1)

      224


      7,345

      (1)




      Pro Forma Adjusted EBITDA

      $      (8,238)


      $     (11,460)


      $          3,222


      (28) %









      Pro forma Margins:








      Gross margin

      19 %


      23 %





      Pro Forma Adjusted EBITDA Margin

      (9) %


      (14) %






      (1) Includes warrant issue expense, change in fair value of investment, loss on extinguishment of debt, and other adjustments
      that management believes are non-recurring.

      Schedule 1
      XTI Aerospace, Inc. and Subsidiaries
      Reconciliation of Non-GAAP Financial Measures
      EBITDA and Adjusted EBITDA
      (In thousands)
      (Unaudited)

      EBITDA and Adjusted EBITDA
      XTI Aerospace defines EBITDA as net income (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for certain items including, (i) non-cash stock-based compensation expense; (ii) severance and restructuring charges; (iii) change in the fair value of warrant liability; and (iv) selected charges that are unusual or non-recurring.

      The Company believes that EBITDA and Adjusted EBITDA financial measures assist our board of directors, management, investors, and lenders in comparing our operating performance and establishing operational goals on a consistent basis across periods by removing the effects of our capital structure and other items that impact the comparability of financial results from period to period. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. The most comparable GAAP financial measures, net income, and information reconciling the GAAP and non-GAAP financial measures are included in the table below:


      Three Months Ended
      September 30,


      Nine Months Ended
      September 30,

      (in thousands)

      2026


      2025


      2026


      2025

      Net income (loss) from continuing operations

      $

      26,675


      $

      (12,478)


      $

      (5,921)


      $

      (38,685)

      Interest expense, net


      278



      1



      580



      219

      Income tax benefit


      —



      —



      —



      (6)

      Depreciation and amortization


      281



      24



      831



      66

      EBITDA

      $

      27,234


      $

      (12,453)


      $

      (4,510)


      $

      (38,406)

      Change in fair value of warrant liability


      (32,023)



      (2,151)



      (18,989)



      3,280

      Severance and restructuring charges


      817



      —



      1,171



      —

      Stock-based compensation expense


      5,417



      6,283



      13,866



      7,362

      Selected charges that are unusual or non-recurring (1)


      134



      785



      224



      7,345

      Adjusted EBITDA

      $

      1,579


      $

      (7,536)


      $

      (8,238)


      $

      (20,419)


      (1) Includes warrant issue expense, change in fair value of investment, loss on extinguishment of debt, and other adjustments that
      management believes are non-recurring.

      SOURCE XTI Aerospace, Inc.

      Modal title

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