XTI Aircraft Company entered into a definitive merger agreement to acquire Inpixon (NasdaqCM:INPX) in a reverse merger transaction on July 24, 2023. 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. 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. XTI must pay Inpixon a termination fee of $2 million if the transaction is terminated under certain circumstances.

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: (i) obtaining the approval by the stockholders of Inpixon and XTI, (ii) the Form S-4 being declared effective by the SEC and in effect, and (iii) 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. The transaction has been unanimously approved by the Boards of Directors of Inpixon and XTI, and by XTI's controlling shareholders. The proposed merger is expected to be completed by the fourth quarter of 2023. 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 advisor to XTI.