Current Report Filing (8-k)
February 26 2021 - 5:32PM
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): February 22, 2021
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. ☐
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
Amendment
to Nanotron Share Sale and Purchase Agreement
On
February 24, 2021, Inpixon (the “Company”), through its wholly-owned subsidiary, Inpixon GmbH, a limited liability
company incorporated under the laws of Germany (the “Purchaser”), entered into an amendment (the “Amendment”)
to that certain Share Sale and Purchase Agreement, dated as of October 5, 2020 (the “Purchase Agreement”), with Nanotron
Technologies GmbH, a limited liability company incorporated under the laws of Germany (“Nanotron”), and Sensera Limited,
a stock corporation incorporated under the laws of Australia (the “Seller”). Pursuant to the Purchase Agreement, on
October 6, 2020, the Purchaser acquired 100% of the outstanding capital stock of Nanotron.
Pursuant
to the Amendment, the parties agreed to the early release of the holdback funds of $750,000, which was retained by the Purchaser
from the aggregate purchase price; however, in exchange for such early release, such amount was reduced by $225,000. In addition,
the holdback amount was further reduced by $29,890.24 in connection with the working capital adjustment and by $29,266.50 in connection
with a claim related to a customer dispute. As a result, the Seller will receive holdback funds equal to $465,843.26.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, a copy of which was filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein
by reference.
Item
2.01
|
Completion
of Acquisition or Disposition of Assets.
|
To
the extent required by this Item 2.01, the information included at Item 1.01 and Item 8.01 is incorporated herein by reference.
On February 22, 2021, pursuant
to the terms and conditions of that certain Exclusive Software License and Distribution Agreement, effective as of June 1, 2020,
and as amended on February 22, 2021 (as amended, the “License Agreement”), with Cranes Software International Ltd.,
a company organized under the laws of India (“Cranes”), and Systat Software, Inc., a Delaware corporation (“Systat,”
and together with Cranes, the “Systat Parties”), the Company exercised its option to purchase a portion of the assets
of the Systat Parties, which included certain software, trademarks, solutions, and domain names and websites from the Sysat Parties.
In exchange for such assets, the Company paid total consideration of $900,000, which was paid in cash rather than through the assignment
of a portion of that certain promissory note issued by Sysorex, Inc. (the “Sysorex Note”) in accordance with the terms
of the amendment to the License Agreement. The Company may exercise its option to purchase the remaining assets of the Systat Parties
for up to $100,000 in cash or through the assignment of an additional portion of the Sysorex Note until the end of the first five
year period of the term of the license granted by the License Agreement.
Item 9.01
|
Financial Statements and
Exhibits.
|
(d)
Exhibits.
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 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 U.S. Securities and
Exchange Commission. 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.
|
INPIXON
|
|
|
Date: February 26, 2021
|
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