Investors who bought or acquired XTI Aerospace securities between April 15 and August 17, 2026 may be covered by a proposed class action alleging XTI Aerospace did not disclose executive activities that required a board review and later delayed its quarterly report. No class has been certified and there is nothing to file yet.
Allegations Only · No Settlement Yet
This article describes a class action complaint. The statements below are unproven allegations. XTI Aerospace, Inc. and its current and former executives have not been found liable, there is no certified class, and nothing to claim at this time. This page is informational and is not legal advice.
What Is This About?
An XTI Aerospace investor filed a proposed securities class action against the company and two of its executives on August 28, 2026 in the U.S. District Court for the Southern District of New York. The case is Noalan v. XTI Aerospace, Inc., No. 1:26-cv-07378, and according to the court docket it is assigned to U.S. District Judge John P. Cronan. It is brought on behalf of investors who bought or otherwise acquired XTI Aerospace securities between April 15 and August 17, 2026.XTI Aerospace, based in Addison, Texas, describes itself as an aerospace and advanced technology company, and its common stock trades on Nasdaq under the ticker XTIA. The complaint says the company was known as Inpixon until a March 2024 merger with XTI Aircraft Company, and that it bought the drone businesses Drone Nerds, LLC and Anzu Robotics, LLC in November 2025. The lawsuit centers on an internal board review of the company’s former chief executive that came to light on August 17, 2026, when XTI Aerospace said it could not file its second-quarter report on time.
The case is at the complaint stage. No lead plaintiff has been appointed, no class has been certified, and there is no settlement, fund or claim form.
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The Statements the Complaint Targets
The class period opens on April 15, 2026, when XTI Aerospace released its fourth-quarter and full-year 2025 results and filed its annual report for 2025. According to the complaint, the release listed revenue of $22.5 million among its fourth-quarter and full-year 2025 highlights, and pro forma 2025 revenue of $121.6 million, calculated as if the Drone Nerds acquisition had taken place at the start of 2024. The annual report described the chief executive as the company’s chief operating decision maker and said the CEO and CFO had concluded that its disclosure controls and its internal control over financial reporting were effective as of December 31, 2025.On May 14, 2026, the company reported first-quarter revenue of $27.7 million and filed its quarterly report for the period ended March 31, 2026. The complaint quotes the release, in which then-CEO Scott Pomeroy said the quarter showed continued progress toward a more scalable and financially disciplined operating model, and the quarterly report, which again said disclosure controls were effective. The complaint says XTI Aerospace shares closed at a class-period high of $2.51 on April 16, 2026.
What the Complaint Alleges Was Misleading
The complaint alleges that the April and May 2026 statements were false or misleading because they left out five things: that senior executives had engaged in certain undisclosed activities; that those activities required a review by the board; that there was reason to doubt the effectiveness of the company’s disclosure controls and procedures; that, as a result, the company would not be able to file its earnings reports on time; and that its positive statements about the business therefore lacked a reasonable basis. The complaint does not describe what the executives’ activities were.The August 2026 Disclosure and Stock Drop
After the market closed on August 17, 2026, XTI Aerospace filed a notice with the SEC saying it could not file its quarterly report for the period ended June 30, 2026 on time. The notice said a committee of independent directors, represented by independent counsel, was completing an internal review of the company’s former chief executive, who had resigned that day, and related corporate governance matters. It also said the company did not then believe the matters under review would affect any previously issued financial statements.According to the complaint, XTI Aerospace stock fell $0.25 a share, or 15.9%, to close at $1.32 on August 18, 2026, on unusually heavy trading volume. In a separate filing on August 18, the company said Pomeroy had resigned as chairman, chief executive and director on August 17, and that the board had named Jeremy Schneiderman, the chief executive of its Drone Nerds subsidiary, as interim CEO.
Who Is Being Sued and Under Which Laws
The defendants are XTI Aerospace; Scott Pomeroy, who the complaint says was chief executive from March 2024 to August 17, 2026; and Brooke Turk, the company’s chief financial officer. The complaint asserts two claims:- Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, against all defendants.
- Section 20(a) of the Exchange Act, a control-person claim against Pomeroy and Turk.
A Section 10(b) claim generally requires a plaintiff to show that a defendant made a material misstatement or omission with intent to deceive or reckless disregard for the truth, and that it caused investors’ losses. The complaint seeks class certification, damages in an amount to be proven at trial, and costs and fees, and demands a jury trial. None of the allegations has been tested in court.
Who Is in the Proposed Class?
The proposed class is every person and entity that purchased or otherwise acquired XTI Aerospace securities between April 15, 2026 and August 17, 2026, inclusive, and was damaged as a result. The defendants, the company’s officers and directors at all relevant times, their immediate families, legal representatives, heirs, successors and assigns, and any entity in which the defendants have or had a controlling interest are excluded. The class exists only as a proposal until a court certifies it, and its definition can change as the case proceeds.What XTI Aerospace Has Said
On October 13, 2026, XTI Aerospace told the SEC that the independent directors’ committee had completed its review, which it said had begun in July 2026, and that no financial misstatements were found. The company filed its delayed quarterly report for the period ended June 30, 2026 on October 20, 2026. That report says the review did not identify any misstatement of the company’s financial statements and that the CEO and CFO concluded its disclosure controls were effective as of June 30, 2026. In late August, Nasdaq had notified the company that the missed filing put it out of compliance with a listing rule; the October report says the company filed it to address that delinquency.The litigation note in the October 20 quarterly report lists other cases involving the company but does not mention this securities class action. The company’s statements are its own position, and the court has not ruled on any of the claims.
What Happens Next
The Private Securities Litigation Reform Act requires the first plaintiff in a securities class action to publish a notice of the case, after which investors have 60 days to ask the court to appoint them lead plaintiff. According to the PSLRA notice published by plaintiff’s counsel, that deadline in the XTI Aerospace case is October 27, 2026, which matches the statute’s 60-day window from the August 28 filing. The date comes from the notice, not from a court order. After the court picks a lead plaintiff and lead counsel, an amended complaint usually follows, and the defendants typically move to dismiss.The complaint was filed by Glancy Prongay Wolke & Rotter LLP and The Law Offices of Frank R. Cruz. Members of a proposed securities class generally remain in the class without seeking the lead plaintiff role. There is no money available unless the case produces a settlement or judgment, which would come with its own notice and claim process.
Questions
Who is covered by the XTI Aerospace securities class action?
The proposed class is every person and entity that purchased or otherwise acquired XTI Aerospace securities between April 15, 2026 and August 17, 2026, inclusive, and was damaged. The defendants, the company’s officers and directors, their immediate families and legal representatives, and entities the defendants control are excluded. No class has been certified.
What is the October 27, 2026 deadline in the XTI Aerospace case?
According to the PSLRA notice published by plaintiff’s counsel, October 27, 2026 is the deadline for investors to ask the court to appoint them lead plaintiff under the Private Securities Litigation Reform Act. That is 60 days after the August 28, 2026 filing, the window the statute sets. It is not a claim deadline. Members of a proposed securities class generally remain in the class without seeking that role, and there is no money or claim form available.
What does the XTI Aerospace lawsuit claim was misleading?
The complaint points to XTI Aerospace’s April 2026 earnings release and annual report and its May 2026 earnings release and quarterly report, including the two reports’ statements that its disclosure controls were effective. It alleges those statements left out that senior executives had engaged in undisclosed activities requiring a board review, that there was reason to doubt the company’s disclosure controls, and that the company would be unable to file its reports on time. XTI Aerospace has not been found liable.
What has XTI Aerospace said about the internal review?
In an October 13, 2026 SEC filing, XTI Aerospace said a committee of independent directors had completed its review of matters relating to its former chief executive and that no financial misstatements were found. Its quarterly report for the period ended June 30, 2026, filed October 20, 2026, said the review did not identify any misstatement of its financial statements and that its disclosure controls were effective as of June 30, 2026.
Is there an XTI Aerospace settlement to claim?
There is no settlement, fund or claim form. The case is at the complaint stage, no lead plaintiff has been appointed and no class has been certified. Money would become available only if the case produced a settlement or judgment, which would come with its own court-approved notice and claim process.
Sources
- Class action complaint — Noalan v. XTI Aerospace, Inc., filed August 28, 2026 (23 pages)
- Court docket — No. 1:26-cv-07378 (S.D.N.Y.) (CourtListener)
- Notification of late filing (Form 12b-25) — XTI Aerospace, August 17, 2026
- Form 8-K on the CEO’s resignation — XTI Aerospace, August 18, 2026
- Form 8-K on completion of the internal review — XTI Aerospace, October 13, 2026
- Quarterly report for the period ended June 30, 2026 (Form 10-Q) — XTI Aerospace, filed October 20, 2026
