Item 1.01
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Entry into a Material Definitive Agreement.
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On December 11, 2017,
Inpixon, a Nevada corporation (the “Company”), and the holders (the “Holders”) of those certain 8% Original
Issue Discount Senior Secured Convertible Debentures (the “Debentures”), with a current aggregate principal amount
of $2,763,545.25, which were issued pursuant to that certain Securities Purchase Agreement, dated August 9, 2016 (the “SPA”),
entered into an Amendment Agreement (the “Amendment Agreement”) to modify the terms of the SPA and the Debenture as
described below. The terms of the SPA and Debentures were previously disclosed in the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2016.
Pursuant to the Amendment
Agreement, the terms of the SPA and the Debentures were amended as follows:
(i) to extend the maturity
date of the Debentures from August 9, 2018 to January 2, 2019 (the “Maturity Date”);
(ii) to suspend all
payments of interest scheduled to be made on the Debentures after December 11, 2017, all Periodic Redemption Amounts (as defined
in the Debentures) on each Periodic Redemption Date (as defined in the Debenture) and any other amounts payable under the Debentures
until the Maturity Date;
(iii) to reduce the conversion
price of the Debentures to a fixed price of $0.24, which is based on a discount to the reported closing price of the Company’s
common stock as of the date of the Meeting (as defined below), as may be adjusted, but not increased (the “Conversion Price”);
(iv) to provide that
the Company may not solicit offers to buy, negotiate to issue or issue common stock or Common Stock Equivalents (as defined in
the Debentures) for an effective per share price that is less than the Conversion Price, except in connection with any issuance
of Common Stock or Common Stock Equivalents (1) pursuant to an Exempt Issuance (as defined in the Debentures); (2) to the Company’
s legal counsel for services rendered; (3) the issuance of up to 2,000,000 shares of Common Stock to certain warrant holders in
exchange for the cancellation of certain outstanding warrants; and (4) a public offering of the Company’ s securities pursuant
to an effective registration statement filed in accordance with the Securities Act;
(v) to remove any prohibition
on consummating certain variable rate transactions at an effective price per share that is lower than the Conversion Price then
in effect.
(vi) to terminate any
security interests pursuant to that certain security agreement entered into in connection and to authorize the Company to file
a UCC-3 termination statement to that effect;
(vii) to provide the
Company with a forced conversion right if the VWAP (as defined in the Debenture) equals or exceeds $0.30 (subject to adjustment
for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that
occur after the date hereof) for any 5 consecutive Trading Days (as defined in the SPA), the Company may, upon the delivery of
notice to the Holders, force the Holders to convert all or part of the then outstanding principal amount of this Debenture plus,
if so specified in the forced conversion notice, accrued but unpaid interest, liquidated damages and other amounts owing to the
Holders under the Debenture, so long as the Equity Conditions (as defined in the Debenture) have been satisfied; and
(viii) to remove certain
negative covenants prohibiting the Company and its subsidiaries from borrowing money, incurring liens, acquiring more than a de
minimis number of shares of its common stock or Common Stock Equivalents (as defined in the Debenture), repaying any other indebtedness
other than the Debenture on a pro-rata basis and paying cash dividends or distributions on any equity securities of the Company.
In addition, one of
the Holders agreed that to the extent it has not exercised those outstanding warrants originally issued to it by the Company on
June 30, 2017 (the “
Warrants
” ) in full, on or prior to December 31, 2017, such Holder’s right to exercise
such Warrants or any other rights granted pursuant to such Warrants shall be terminated and the Warrants will be cancelled on
the books and records of the Company.
The issuance of the shares of common stock in connection with the Amendment Agreement were
approved by the Company’s stockholders on December 8, 2017 in accordance with Nasdaq Listing Rule 5635.