Current Report Filing (8-k)
December 22 2020 - 5:20PM
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): December 16, 2020
INPIXON
(Exact name of registrant as specified in
its charter)
Nevada
|
|
001-36404
|
|
88-0434915
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
2479 E. Bayshore Road, Suite 195
Palo Alto, CA
|
|
94303
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Stock
|
|
INPX
|
|
The Nasdaq Stock Market LLC
|
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. ☐
Cautionary Note Regarding Forward-Looking
Statements
The
information contained in this Current Report on Form 8-K and the exhibits attached 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 Inpixon believes its plans, intentions and expectations reflected in those forward-looking
statements are reasonable, these plans, intentions or expectations may not be achieved. Inpixon’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 Inpixon’s filings with the U.S. Securities and Exchange
Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Inpixon assumes
no obligation to update any forward-looking statement.
Item 1.01 Entry into a Material Definitive Agreement.
Subscription of Additional Class B Units
of Cardinal Venture Holdings
On December 16, 2020, Inpixon
(the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Cardinal Venture
Holdings LLC, a Delaware limited liability company (“CVH”), pursuant to which the Company agreed to (i) contribute
$700,000 (the “Additional Contribution”) to CVH and (ii) purchase 700,000 Class B Units of CVH (the “Class B
Units”). The aggregate purchase price of $700,000 for the Class B Units is deemed to be satisfied through the Additional
Contribution. Following the closing of the Contribution, the Company will own an aggregate of 599,999 Class A Units of CVH (the
“Class A Units”) and 2,500,000 Class B Units.
CVH owns certain interests
in the sponsor entity (the “Sponsor”) to a special purpose acquisition company formed for the purpose of pursuing an
initial public offering of its securities followed by effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (the “SPAC”). It is anticipated that the
Additional Contribution will be used by CVH to fund the Sponsor’s purchase of securities in the SPAC.
The terms of the Class
A and Class B Units are described in the Amended and Restated Limited Liability Company Agreement of CVH (the “LLC
Agreement”), dated as of September 30, 2020, which was previously described in, and filed in, the Company’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 5, 2020, which is incorporated herein by reference.
Under the terms of the
LLC Agreement, in the event the Managing Member (as defined in the LLC Agreement) can no longer manage CVH’s affairs due
to his death, disability or incapacity, 3AM LLC, a Delaware limited liability company and a founding member of CVH (“3AM”),
will serve as CVH’s replacement Managing Member. Nadir Ali, the Company’s Chief Executive Officer, beneficially owns
membership interests in CVH through 3AM. Except as may be required by law, the Company, as a non-managing member under the LLC
Agreement, does not have any voting rights and generally cannot take part in the management or control of CVH’s business
and affairs.
The LLC Agreement provides
that each Class A Unit and each Class B Unit represents the right of the Company to receive any distributions made by the Sponsor
on account of the Class A Interests and Class B Interests, respectively, of the Sponsor.
The Company is not required
to make additional capital contributions to CVH, unless any such capital contribution is approved by all of CVH’s members.
In addition, the LLC Agreement contains terms and conditions that provide for limitations on liability, restrictions on rights
to distributions and certain indemnification rights for CVH’s members.
This Current Report on
Form 8-K does not constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
The foregoing descriptions
of the Subscription Agreement and the LLC Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the Subscription Agreement and the form of the LLC Agreement, copies of which are filed as Exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
INPIXON
|
|
|
Date: December 22, 2020
|
By:
|
/s/ Nadir Ali
|
|
Name:
|
Nadir Ali
|
|
Title:
|
Chief Executive Officer
|
2
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Sep 2023 to Sep 2024