Current Report Filing (8-k)
February 08 2019 - 5:31PM
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 4, 2019
SYSOREX, INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-55924
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68-0319458
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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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13880 Dulles Corner Lane
Suite 175
Herndon, Virginia
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20171
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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:
800-929-3871
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:
☐
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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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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
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Entry into a Material Definitive Agreement.
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Amendment to Sysorex
Loan Documents
On
February 4, 2019, Sysorex, Inc. (the “Company”) and Inpixon entered into a first amendment agreement (the “First
Amendment Agreement”) to that certain Note Purchase Agreement, dated as of December 31, 2018, between Inpixon and the Company
(the “NPA”), and that certain Secured Promissory Note issued to Inpixon by the Company on December 31, 2018 (the
“Note,” together with the NPA, the “Sysorex Loan Documents”). Pursuant to the terms of the First
Amendment Agreement, the Sysorex Loan Documents were amended to increase the maximum principal amount that may be outstanding
at any time under the Note from $3,000,000.00 to $5,000,000.00.
The
description of the First Amendment Agreement is qualified in its entirety by the full text of the First Amendment Agreement, a
copy of which is filed herewith as Exhibit 10.1, which is incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 and Item 8.01 of this current report on Form 8-K, to the extent required by this Item 2.03,
is incorporated herein by reference.
On
January 24, 2019, the American Arbitration Association issued an award in the total amount of $1,156,840.25 plus accrued and unpaid
interest at the rate of $194.66 per day beginning as of April 18, 2018 through the date of payment (the “Award”) in
favor of Atlas Technology Group, LLC (“Atlas”) following the arbitration proceedings arising out of an engagement
agreement, dated September 8, 2016, by and between Atlas and Inpixon (including its subsidiaries) (the “Engagement Agreement”).
Pursuant to that certain Arbitration Award Reduction and Payment Agreement, dated January 17, 2019, by and among the Company, Inpixon
and Atlas, Atlas agreed to (a) reduce the Award by $275,000 resulting in a “Net Award” and (b)
accept, at Inpixon's option, a number of freely tradeable shares of common stock of Inpixon in satisfaction of the Award equal to 120% of the Net Award
divided by the “minimum price” as defined under Nasdaq Listing Rule 5635(d).
In connection with the Company’s spin-off
from Inpixon, the Company and Inpixon each agreed pursuant to the terms and conditions of that certain Separation and Distribution
Agreement, dated August 7, 2018, as amended, that the costs and liabilities related to the arbitration action arising from the
Engagement Agreement would be shared by each party following the spin-off. As a result, the Company is obligated to indemnify Inpixon
for half of the total amount paid by Inpixon to satisfy the Award.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
EXHIBIT INDEX
(1) Filed herewith.
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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SYSOREX, INC.
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Date: February 8, 2019
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By:
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/s/ Zaman Khan
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Name:
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Zaman Khan
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Title:
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Chief Executive Officer
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