XTI Aerospace, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds a) Sales of Unregistered Securities 60 Table of Contents During the quarter ended March 31, 2022, the Company exchanged approximately $1.5 million of the outstanding principal and interest under the March 2020 10% Note Purchase Agreement and Promissory Note for 4,310,245 shares of the Company's common stock at exchange rates between $0.3020 and $0.4196 per share, in each case calculated in accordance with Nasdaq’s “minimum price” as defined by Nasdaq Listing Rule 5635(d). 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.