Material Event Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

XTI Aerospace, Inc. (the "Company") issued an aggregate of 18,745,348 shares of common stock (the "Preferred Exchange Shares") to Streeterville Capital, LLC ("Streeterville"), a holder of shares of the Company's Series 9 Preferred Stock, at an effective price per share between $0.05 and $0.0516, in exchange for the return and cancellation of an aggregate of 910 shares of Series 9 Preferred Stock with an aggregate stated value of $955,500, pursuant to the terms and conditions of exchange agreements dated November 18, 2024 and November 19, 2024. The Preferred Exchange Shares were 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 were 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 November 20, 2024, the Company has 216,493,235 shares of common stock outstanding.