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, 2023, the Company issued an aggregate of 18,144,158 shares of common stock (the “2022 Note Exchange Shares," and together with the 2020 Note Exchange Shares, the "Exchange Common Shares”) to the holder of that certain outstanding promissory note of the Company issued on July 22, 2022 (the “July 2022 Note”), at a price between approximately $0.1277 and $0.2272 per share, in each case at a price per share equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) in connection with the terms and conditions of certain Exchange Agreements, pursuant to which we and the holder agreed to (i) partition new promissory notes in the form of the July 2022 Note in the aggregate original principal amount equal to approximately $3.2 million and then cause the outstanding balance of the July 2022 Note to be reduced by an aggregate of approximately $3.2 million; and (ii) exchange the partitioned notes for the delivery of the 2022 Note Exchange Shares. The offer and sale of the Exchange Common Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Common Shares were issued in exchanges for partitioned notes which are other outstanding securities of the Company; (b) there was no additional consideration of value delivered by the holder 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. 74 Table of Contents