Inpixon Announces Anticipated Closing Date for XTI Merger and Share Consolidation
PR Newswire
PALO ALTO, Calif., March 11, 2024
XTI Aerospace Anticipated to Begin Trading on Nasdaq Under Ticker Symbol "XTIA" as of Market Open March 13, 2024
Transaction Aimed to Create an Innovative Aerospace Company Focused on Revolutionizing Private Air Transportation with Its TriFan 600 Vertical Lift Crossover Airplane (VLCA)
PALO ALTO, Calif., March 11, 2024 /PRNewswire/ -- Inpixon$(R)$ (Nasdaq: INPX) ("Inpixon" or the "Company") today announced that the Company and XTI Aircraft Company anticipate the closing date of the previously announced merger will be after market close on March 12, 2024. Following closing, the Company will operate under the name "XTI Aerospace, Inc." ("XTI Aerospace"). Immediately prior to the closing of the transaction, the Company will implement a consolidation of the Company's common stock for the purpose of satisfying initial listing requirements for the combined company and to bring the company into compliance with Nasdaq continued listing rules. The consolidation will be effective as of market open on March 13, 2024, upon which trading will commence on the Nasdaq Capital Market under the new ticker symbol "XTIA", with a new CUSIP number, 98423K108. Concurrent with the transaction closing, it is expected that an entity controlled by Inpixon's CEO will invest $1.5 million in an equity financing in the Company.
XTI Aerospace will be focused on advancing development of the TriFan 600, its vertical lift crossover airplane, as well as continuing to offer the Company's real-time location systems (RTLS) technology to manufacturing and warehousing facilities for streamlined operations, greater efficiency, and improved safety.
Nadir Ali, CEO of Inpixon, commented, "We're pleased to be nearing completion of what we believe will be a transformative merger transaction, positioning the combined company to move forward with further development and commercialization of the revolutionary TriFan 600. We expect the fixed-wing TriFan 600 to provide the speed, range, and comfort of a business aircraft while offering the point-to-point convenience of a helicopter. Upon meeting its performance specifications, the aircraft will serve nearly every segment of private air travel including business, medevac, leisure, and cargo. We believe the market demand for this airplane is clearly demonstrated by over 700 conditional pre-order reservations, and indications of interest, that XTI Aircraft Company has secured from various customers [1]. These conditional pre-orders have the potential to generate over $7 billion in gross revenue upon delivery of the aircraft to XTI's customers [2]. The merger will enable our shareholders to participate in this significant opportunity."
In connection with the consolidation of the Company's common stock, every one hundred (100) shares of its outstanding common stock (INPX) will automatically be combined into one (1) share of common stock of the combined company (XTIA). Any fractional shares resulting from the consolidation will be rounded up to the nearest whole share of common stock.
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 Inpixon
Inpixon(R) (Nasdaq: INPX) is the innovator of Indoor Intelligence(R) , delivering actionable insights for people, places and things. Combining the power of mapping, positioning and analytics, Inpixon helps to create smarter, safer, and more secure environments. The company's Indoor Intelligence and mobile app solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, RTLS, workplace and hybrid event solutions, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. For the latest insights, follow Inpixon on LinkedIn, and X, and visit inpixon.com.
About XTI Aircraft Company
XTI Aircraft Company is an aviation business based near Denver, Colorado. XTI is developing the TriFan 600, a business aircraft that takes off and lands like a helicopter, flies at speeds of up to 345 mph, and has a range of 700 miles, creating an entirely new category -- the vertical lift crossover airplane (VLCA). XTI is guided by a leadership team with decades of experience, deep expertise, and success bringing new aircraft to market, including individual members who have led teams that secured FAA certification for more than 40 new aircraft configurations. XTI is founded on a culture of customer-focused problem solving to meet the evolving needs of modern travelers. For information and updates about XTI Aircraft Company and the TriFan 600, visit XTI Aircraft. For information on reserving a priority position for the TriFan under the company's pre-sales program, contact Mr. Saleem Zaheer at +1-720-900-6928 or szaheer@xtiaircraft.com.
Important Information About the Proposed XTI Transaction and Where to Find It
This press release relates to the previously announced proposed transaction between XTI Aircraft Company ("XTI") and Inpixon pursuant to the agreement and plan of merger, dated as of July 24, 2023, by and among Inpixon, Superfly Merger Sub Inc. and XTI (the "Proposed XTI Transaction"). A registration statement on Form S-4 in connection with the Proposed XTI Transaction, as amended by Amendment No. 1 and Amendment No. 2, was declared effective with the U.S. Securities and Exchange Commission on November 13, 2023. A proxy statement/prospectus has been delivered to Inpixon stockholders as of the applicable record date established for voting on the transaction and to the stockholders of XTI. Inpixon also will file other documents regarding the Proposed XTI Transaction with the SEC.
Investors and security holders are urged to read the registration statement, the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed XTI Transaction because they contain important information about Inpixon, XTI and the Proposed XTI Transaction. Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Inpixon through the website maintained by the SEC at www.sec.gov.
The documents filed by Inpixon with the SEC also may be obtained free of charge at Inpixon's website at www.inpixon.com or upon written request to: Inpixon, 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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 benefits of the Proposed XTI Transaction and the anticipated timing of the completion of the Proposed XTI Transaction, 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, and XTI's growth plans and strategies, are forward-looking statements.
Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets, " "projects," "could," "would," "continue," "forecast" 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 Inpixon and its management, and XTI and its management, as the case may be, 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 the Proposed XTI Transaction may not be completed in a
timely manner or at all, which may adversely affect the price of
Inpixon's securities;
-- the failure to satisfy the conditions to the consummation of the Proposed
XTI Transaction;
-- the occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement;
-- the adjustments permitted under the merger agreement to the exchange
ratio that could result in XTI shareholders or Inpixon shareholders
owning less of the post-combination company than expected;
-- the effect of the announcement or pendency of the Proposed XTI
Transaction on Inpixon's and XTI's business relationships, performance,
and business generally;
-- the risks that the Proposed XTI Transaction disrupts current plans of
Inpixon and XTI and potential difficulties in Inpixon's and XTI's
employee retention because of the Proposed XTI Transaction;
-- the outcome of any legal proceedings instituted against XTI or against
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