Amended Current Report Filing (8-k/a)
January 15 2021 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
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. ☐
Explanatory
Note
On
October 9, 2020, Inpixon (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”)
to report that on October 6, 2020, it had acquired, through its wholly-owned subsidiary Inpixon GmbH, a limited liability company
incorporated under the laws of Germany, all of the outstanding capital stock of Nanotron Technologies GmbH, a limited liability
company incorporated under the laws of Germany (“Nanotron”). On December 22, 2020, the Company filed Amendment No.
1 to the Original Form 8-K (“Amendment No. 1”) to include the historical audited and unaudited financial statements
of Nanotron and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from
the Original Form 8-K in reliance on the instructions to such items.
In Amendment No. 1, the
audit report for the historical audited financial statements of Nanotron inadvertently omitted language stating that such audit
was conducted in accordance with auditing standards generally accepted in the United States of America (“US GAAS”).
The Company is filing this Amendment No. 2 on Form 8-K/A to include an updated audit report for such historical audited financial
statements of Nanotron, attached hereto as Exhibit 99.1, which clarifies that the audit of such financial statements was conducted
in accordance with US GAAS. The disclosure included in the Original Form 8-K, as amended by Amendment No. 1, otherwise remains
unchanged.
Item 9.01
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Financial Statements and Exhibits.
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(a)
Financial Statements of Business Acquired.
(i)
The audited financial statements of Nanotron for the year ended December 31, 2019, including the accompanying notes thereto and
the report of the independent auditor, are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
(ii)
The reviewed unaudited condensed financial statements of Nanotron as of and for the nine months ended September 30, 2020, including
the accompanying notes thereto, are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
(b)
Pro Forma Financial Information.
The
unaudited pro forma condensed combined financial statements of the Company and Nanotron for the year ended December 31, 2019 and
for the nine months ended September 30, 2020, are attached hereto as Exhibit 99.3 and are incorporated by reference herein.
(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.
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INPIXON
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Date: January 15, 2021
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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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