Item
1.01
|
Entry
into a Material Definitive Agreement.
|
Asset
Purchase Agreement
On
August 19, 2020 (the “Closing Date”), in accordance with the terms and conditions of that certain Asset Purchase Agreement,
by and among Inpixon (“Inpixon” or the “Company”), Ten Degrees Inc., a Delaware corporation (“TDI”),
Ten Degrees International Limited, a Cayman Islands exempted company limited by shares and the sole shareholder of 100% of the
outstanding capital stock of TDI (“TDIL”), mCube International Limited, a Cayman Island company (“MCI”),
and the holder of a majority of the outstanding capital of TDIL and mCube, Inc., a Delaware corporation, and the sole shareholder
of 100% of the outstanding capital stock of MCI (“mCube”, together with TDI, TDIL, and MCI collectively, the “Transferors”),
dated August 19, 2020 (the “APA”), Inpixon acquired a suite of on-device “blue-dot” indoor location and
motion technologies, including patents, trademarks, software and related intellectual property from the Transferors (collectively,
the “Assets”).
The
Assets were acquired for consideration consisting of (i) $1.5 million in cash and (ii) 480,000 shares of Inpixon’s common
stock (the “Shares”).
In
accordance with the terms of the APA, commencing as of the date of the APA, the Transferors, and their affiliates, have agreed
to not compete with Inpixon’s business associated with the Assets for a period of five years from the Closing Date. In addition,
each party has agreed to not solicit any employees from the other party for a period of one year from the Closing Date, subject
to certain exceptions.
All
of Transferors’ right, title and interest in and to the Assets were sold, conveyed, transferred, assigned, and delivered
to Inpixon in accordance with a Bill of Sale and Assignment executed by the Transferors, dated as of the Closing Date. The
APA contains customary representations, warranties and covenants, termination rights, as well as indemnification provisions subject
to specified limitations.
mCube
Consulting Agreement
On
the Closing Date, Inpixon and mCube entered into that certain Consulting Agreement (the “Consulting Agreement”), pursuant
to which mCube agreed to provide consulting services in order to assist with the transition of the Assets to Inpixon, including,
but not be limited to, providing subject matter expertise as needed in connection with the technology acquired with the Assets
and advising as needed with respect to product development (the “Services”). Inpixon has agreed to pay an aggregate
of $22,916 per month for the Services and reimburse mCube for out of pocket expenses reasonably incurred in connection with the
performance of the Services. mCube has agreed to provide the Services for the period from the Closing Date until the termination
of the Consulting Agreement or the 180th day following the Closing Date, which date may be extended by Inpixon at its
sole discretion on a month to month basis upon notice by Inpixon to mCube.
Reseller
and Development License Agreement
On
the Closing Date, Inpixon and mCube entered into that certain Reseller and Development License Agreement (the “Reseller
Agreement”) pursuant to which Inpixon appointed mCube as a reseller of the Company’s products in Asia, subject to
the terms and conditions of the Reseller Agreement for a minimum term of three years (“Term”). In addition, Inpixon
also granted mCube with a limited, irrevocable, non-exclusive, non-transferable, royalty-free license during the Term to practice
and use the intellectual property acquired pursuant to the APA (the “Licensed Intellectual Property”), for the purpose
of modifying, developing and improving the Licensed Intellectual Property (the “Development Activities”). Any derivative
works created in connection with the Development Activities are owned by Inpixon and mCube may only sell and market the Licensed
Intellectual Property and any improvements to the Licensed Intellectual Property for the benefit of Inpixon as a reseller of Inpixon
products. mCube will be entitled to a credit for any sales of licensed software in an amount equal to the discounted applicable
list price then in effect for sales of licensed software.
The
Reseller Agreement may be terminated upon ninety days advance written notice anytime following the initial Term. In addition,
during the Term and for a period of two (2) years thereafter, mCube has agreed not to render services or provide products to any
other person that competes with the Company’s businesses and products, including the Licensed Intellectual Property and
any improvements thereto.
The
above summaries of (i) the APA; (ii) the Consulting Agreement; and (iii) the Reseller and Development License Agreement, described
in this Current Report on Form 8-K (this “Current Report”), do not purport to be a complete description and each is
qualified in its entirety by reference to the full text of such document which are attached as Exhibits 2.1, 10.1 and 10.2, respectively,
to this Current Report and are incorporated herein by reference.