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重大事件 即時報告 8-K 2026-06-26

XTI Aerospace更換核數師 由CBIZ轉聘KPMG

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📝 **XTI Aerospace更換核數師:由CBIZ轉聘KPMG** (申報類型:8-K,報告日期:2026年6月26日) XTI Aerospace, Inc.(納斯達克:XTIA)宣佈更換獨立註冊會計師事務所。公司已於2026年6月26日正式解聘CBIZ CPAs P.C.(「CBIZ」),並同日委任KPMG LLP(「KPMG」)為新任核數師。該決定已獲公司董事會審計委員會批准。 回顧2025年4月15日,公司曾解聘Marcum LLP並委任CBIZ。自CBIZ獲聘至被解聘期間(約14個月),雙方未發生任何會計原則、財務報表披露或審計範圍方面的分歧,亦無任何須報告事項(按Regulation S-K第304條定義)。CBIZ對公司截至2025年12月31日止年度的合併財務報表出具的審計報告,並無保留意見、否定意見或免責聲明,亦未就審計範圍、會計原則或不確定性作出修訂。 此外,在2025及2024財政年度,以及截至2026年6月26日的過渡期內,公司並未就任何交易或財務報告問題諮詢KPMG,雙方之間亦不存在任何分歧或須報告事項。 🔍 **對投資者的潛在影響**:更換核數師屬常規企業管治安排,尤其是近期內再次更換(短短一年內從Marcum轉CBIZ再轉KPMG),可能引發市場對公司財務報告流程及內部控制的關注。然而,文件中明確指出前核數師無異議、無分歧,且新核數師已就任,相信有助過渡順利。投資者應留意後續季度報告中是否出現審計意見變更或會計政策調整。
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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): June 26, 2026

 

XTI
AEROSPACE, INC.

(Exact
name of registrant as specified in its charter)

 

 
 Nevada
  
 001-36404
  
 88-0434915

 
 (State
 or other jurisdiction

 of incorporation)
  
 (Commission
 File Number)
  
 (I.R.S.
 Employer

 Identification No.)

 
 

 
 15505
Wright Brothers Dr. Addison, TX

  
 75001

 
 (Address
 of principal executive offices)
  
 (Zip
 Code)

 
 

Registrant’s
telephone number, including area code: (800) 680-7412

 

N/A

(Former
name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:

 

 
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of Each Class
  
 Trading
 Symbol(s)
  
 Name
 of Each Exchange on Which Registered

 
 Common
 Stock
  
 XTIA
  
 The
 Nasdaq Capital Market

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item
4.01. Changes in Registrant’s Certifying Accountant

 

CBIZ
CPAs P.C. (“CBIZ”) was previously the principal accountants for XTI Aerospace, Inc. (the “Company”). CBIZ was dismissed effective June 26, 2026 from their engagement for the Company, and KPMG LLP (“KPMG”)
was engaged as the Company’s principal accountants. The decision to change accountants was approved by the Audit Committee of the
Company’s Board of Directors.

 

As previously disclosed in a Current Report on Form 8-K filed on March 27, 2025 Marcum LLP was dismissed effective April 15, 2025 and
CBIZ was appointed as the Company’s independent registered public accounting firm. 

 

From the period April 15, 2025 through the date of CBIZ’s dismissal, there were no: (1) disagreements
with CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement, or (2) reportable events (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

 

The
audit report of CBIZ on the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December
31, 2025 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.

 

The
Company provided CBIZ with a copy of this current report on Form 8-K and requested that CBIZ furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether CBIZ agreed with the statements made by the Company set forth above. A letter
from CBIZ is attached as Exhibit 16.1 to this Form 8-K.

 

During
the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 26, 2026, neither the Company, nor anyone
on behalf of the Company, consulted KPMG regarding: (i) the application of accounting principles to a specified transaction (either completed
or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement”
(within the meaning of Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v)
of Regulation S-K).

 

Item
9.01 Financial Statements and Exhibits.

 

 
 Exhibit
 No.
  
 Description

 
 16.1
  
 June 26, 2026 Letter from CBIZ, Inc.

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

 
 

 1

  

 

 

SIGNATURE

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
  
 XTI
 AEROSPACE, INC.

 
  
  
  

 
 Date:
 June 26, 2026
 By:
 /s/
 Brooke Turk

 
  
 Name:
 Brooke
 Turk

 
  
 Title:
 Chief
 Financial Officer

 
 

 2