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, 2022, the Company exchanged approximately $1.3 million of the outstanding principal and interest under the March 2020 10% Note Purchase Agreement and Promissory Note for 111,585 shares of the Company's common stock at exchange rates between $10.07 and $11.78 per share, in each case calculated in accordance with Nasdaq’s “minimum price” as defined by Nasdaq Listing Rule 5635(d). On October 12, 2022, the Company issued 52,513 shares of common stock in connection with the exercise of a right to shares of common stock granted as part of warrant exchange agreement entered into on January 28, 2022. On October 17, 2022, the Company exchanged $400,000 of the outstanding principal and interest under the March 2020 10% Note Purchase Agreement and Promissory Note for 83,682 shares of the Company's common stock at a per share price equal to $4.78 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 outstanding securities of the Company; (b) there was no additional consideration of value delivered in connection with the exchanges; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchanges. c) Issuer Purchases of Equity Securities None. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosure Not applicable.