Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

XTI Aerospace, Inc. (the "Company") agreed to issue 5,267,558 shares of common stock (the "Preferred Exchange Shares") to a holder of shares of the Company's Series 9 Preferred Stock, at an effective price per share of $0.0598, in exchange for the return and cancellation of 300 shares of Series 9 Preferred Stock with an aggregate stated value of $315,000, pursuant to the terms and conditions of an exchange agreement dated October 31, 2024. The Preferred Exchange Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that (a) the Preferred Exchange Shares will be issued in exchange for other outstanding securities of the Company; (b) there was no additional consideration delivered by the holder in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange.

As of October 31, 2024, after taking into account the issuance of the Preferred Exchange Shares, the Company has 86,308,782 shares of common stock outstanding.