Current Report Filing (8-k)
April 20 2017 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 19, 2017
INPIXON
(Exact
name of registrant as specified in its charter)
Nevada
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001-36404
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88-0434915
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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2479
E. Bayshore Road, Suite 195
Palo
Alto, CA
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94303
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(408) 702-2167
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☒
Item
1.01
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Entry
into a Material Definitive Agreement.
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On
April 19, 2017, Inpixon (the “Company”) entered into an exchange agreement (the “Exchange Agreement”)
with Hillair Capital Investments L.P. (the “Note Holder”) in connection with an interest payment due on May 9, 2017
pursuant to the Company’s 8% Original Issue Discount Senior Secured Convertible Debenture in the principal amount of $5,700,000,
(the “Debenture”), held by the Note Holder. The Debenture was issued on August 9, 2016 pursuant to that certain securities
purchase agreement dated as of that same date (the “Securities Purchase Agreement”), by and between the Company and
the Note Holder. In accordance with the Exchange Agreement, solely in respect of the interest payment in the amount of $343,267
(the “Interest Payment”) due on May 9, 2017 under the Debenture, the Company and the Note Holder agreed that:
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●
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$315,700
of such Interest Payment will be made in in the form of shares of common stock, par value
$0.001 per share, of the Company (the “Common Stock”) issued at an interest
conversion rate equal to $2.87 per share (such shares of Common Stock issuable in partial
satisfaction of the Interest Payment, the “Interest Shares”);
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●
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the
Note Holder will waive Equity Condition “(k)” (as defined in the Debenture)
in connection with the issuance of the Interest Shares; and
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●
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the
Company will issue and deliver the Interest Shares electronically to the Note Holder by 10:00 am (New York City time) on
April 20, 2017 (the “Payment Date”).
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The
description of the Exchange Agreement herein is not complete and is qualified by the full text of such Exchange Agreement, which
is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The
description of the Debenture and the Securities Purchase Agreement is qualified in its entirety by the full text of the Debenture
and the Securities Purchase Agreement, which were attached as Exhibits 4.1 and 10.1 to the Company’s Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission on August 10, 2016.
Item 3.02
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Unregistered
Sales of Equity Securities.
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The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The offer and sale of the
Interest Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in
reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, based on the fact that the Note
Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D, in a transaction not
involving a public offering. The Interest Shares may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit No.
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Description
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4.1
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8% Original Issue Discount Senior Convertible Debenture issued to Hillair Capital Investments L.P. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Inpixon, filed with the U.S. Securities and Exchange Commission on August 10, 2016).
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10.1
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Exchange Agreement by and between Inpixon and Hillair Capital Investments L.P., dated April 19, 2017.*
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10.2
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Securities Purchase Agreement by and between Inpixon and Hillair Capital Investments L.P., dated as of August 9, 2016 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Inpixon, filed with the U.S. Securities and Exchange Commission on August 10, 2016).
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*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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INPIXON
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Date:
April 20, 2017
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By:
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/s/
Nadir Ali
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Name:
Nadir Ali
Title:
Chief Executive Officer
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Exhibit
Index
Exhibit No.
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Description
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4.1
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8% Original Issue Discount Senior Convertible Debenture issued to Hillair Capital Investments L.P. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Inpixon, filed with the U.S. Securities and Exchange Commission on August 10, 2016).
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10.1
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Exchange Agreement by and between Inpixon and Hillair Capital Investments L.P., dated April 19, 2017.*
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10.2
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Securities Purchase Agreement by and between Inpixon and Hillair Capital Investments L.P., dated as of August 9, 2016 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Inpixon, filed with the U.S. Securities and Exchange Commission on August 10, 2016).
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*
Filed herewith.
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