Current Report Filing (8-k)
October 09 2020 - 5:24PM
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): October 6, 2020
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
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(Former name or former
address, if changed since last report)
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which
Registered
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Common Stock
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INPX
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The Nasdaq Capital
Market
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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 2.01
Completion of Acquisition or Disposition of Assets.
Closing
of the Nanotron Acquisition
On
October 6, 2020, Inpixon, through its wholly-owned subsidiary Inpixon GmbH, a limited liability company incorporated under the
laws of Germany (the “Purchaser,” and together with Inpixon, the “Company”), completed the acquisition
(the “Acquisition”) of all of the outstanding capital stock (the “Nanotron Shares”) of Nanotron Technologies
GmbH, a limited liability company incorporated under the laws of Germany (“Nanotron”), pursuant to the terms and conditions
of that certain Share Sale and Purchase Agreement, dated as of October 5, 2020 (the “Purchase Agreement”), among the
Purchaser, Nanotron and Sensera Limited, a stock corporation incorporated under the laws of Australia and the sole shareholder
of Nanotron (the “Seller”), which was previously disclosed on the Company’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission (the “SEC”) on October 5, 2020.
As
a result of the Acquisition, the Company now owns 100% of Nanotron. Nanotron’s business consists of developing and manufacturing
location-aware IoT systems and solutions. All defined terms used herein and not otherwise defined have the meanings set forth
in the Purchase Agreement.
At
the Closing, the Purchaser paid to the Seller an aggregate purchase price of $8,700,000 (less the Holdback Funds (as defined below)
and certain other closing adjustments) for the Nanotron Shares (“Purchase Price”). The Purchase Price may be subject
to certain post-Closing adjustments based on actual working capital as of the Closing as described in the Purchase Agreement.
The Purchaser retained $750,000 (the “Holdback Funds”) from the Purchase Price to secure the Seller’s obligations
under the Purchase Agreement, with any unused portion of the Holdback Funds to be released to the Seller on the date that is 18
months after the Closing Date. The Purchaser paid the Purchase Price from funds received in connection with a capital contribution
from the Company, and a portion of the Purchase Price was used by the Seller to satisfy outstanding loans payable by the Seller
to obtain the release of certain existing security interests on Nanotron’s assets.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with
the SEC on October 5, 2020, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later
than 71 days after the date this initial Current Report on Form 8-K must be filed.
(b)
Pro Forma Financial Information.
The
pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form
8-K no later than 71 days after the date this initial Current Report on Form 8-K must be filed.
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*
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Schedules,
exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Inpixon hereby undertakes to
furnish copies of such omitted materials supplementally upon request by the SEC.
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Cautionary
Note Regarding Forward-Looking Statements
The
information contained in this Current Report on Form 8-K and the exhibit hereto contain “forward-looking” statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The words “intend,” “may,”
“should,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential” or “continue” or the negative of these terms
or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking
statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance
or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information
about the factors that could cause such differences, please refer to the Company’s filings with the SEC, including those
under “Risks Related to the Acquisition and the Investment in CVH” in Item 8.01 contained in the Current Report
on Form 8-K filed by the Company with the SEC on October 5, 2020. Given these uncertainties, you should not place undue reliance
on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.
SIGNATURE
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: October 9, 2020
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By:
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/s/
Nadir Ali
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Name:
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Nadir Ali
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Title:
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Chief Executive Officer
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