XTI Aerospace has acquired Drone Nerds, a leading U.S. drone distributor with over $100 million in 2024 revenue and a ten-year profit history. The total purchase price was approximately $40 million, funded by $20 million in cash, $11.9 million in promissory notes, and $9.7 million in equity consideration. This equity, granted as units in the Drone Nerds subsidiary, is exchangeable for 6.5 million common shares of XTI after May 1, 2026, representing 19.9% of its pre-acquisition shares.
Concurrently, XTI closed a $25 million private placement from Unusual Machines, a strategic investor and drone manufacturer. The investment was made through the issuance of 25,000 shares of Series 10 Convertible Preferred Stock, which are convertible into XTI common stock upon shareholder approval. XTI plans to seek this approval before year-end.
The acquisition is a strategic move to build a comprehensive portfolio of vertical flight and unmanned aircraft systems capabilities. XTI will integrate Drone Nerds’ market-leading position in UAS solutions, which includes systems design, hardware, and software for diverse corporate and consumer missions. This significantly expands XTI’s scale, recurring revenue base, and near-term operating footprint. Drone Nerds brings deep technical expertise, a broad dealer network, and a focus on high-margin enterprise business, drones-as-a-service, and autonomous flight.
Leadership from both companies highlighted the strategic fit. XTI’s CEO stated the acquisition is a foundational step in advancing their strategy. The CEO of Drone Nerds emphasized the opportunity to be at the center of aviation’s next transformation, supporting customers in logistics, emergency response, defense, and infrastructure inspection. The CEO of Unusual Machines expressed confidence in the combined strategy, citing a favorable environment as the U.S. intensifies its ban on Chinese drone companies and a alignment with the White House Executive Order on domestic drone development.
ThinkEquity acted as the exclusive M&A advisor and placement agent for the transactions. No XTI common stock was issued to Drone Nerds or Unusual Machines at the closing of the acquisition or the private placement.
