XTI Aerospace, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds a) Sales of Unregistered Securities During the quarter ended September 30, 2021, the Company exchanged approximately $1,000,000 of the outstanding principal and interest under the March 2020 10% Note Purchase Agreement and Promissory Note for 877,192 shares of the Company's common stock at an exchange rate of $1.14 per share. The offer and sale of such shares was not registered under the Securities Act in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the shares of common stock were issued in exchange for a partitioned note which was another outstanding security of the Company; (b) there was no additional consideration of value delivered in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange. c) Issuer Purchases of Equity Securities None. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosure Not applicable.