Item 1.01
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Entry into a Material Definitive Agreement.
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On February 16,
2021, Inpixon (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an institutional investor named therein (the “Purchaser”), pursuant to which the Company agreed to issue and
sell, in a registered direct offering (the “Offering”), 3,000,000 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase up to 9,950,250 shares of
Common Stock (the “Purchase Warrants”) at a combined offering price of $2.01 per share. The Purchase Warrants have
an exercise price of $2.01 per share. Each Purchase Warrant is exercisable for one share of Common Stock and will be immediately
exercisable and will expire five years from the issuance date.
The Company also
offered and sold to the Purchaser pre-funded warrants to purchase up to 6,950,250 shares of Common Stock (the “Pre-Funded
Warrants” and, together with the Shares and the Purchase Warrants, the “Securities”), in lieu of shares of Common
Stock at the Purchaser’s election. Each Pre-Funded Warrant is exercisable for one share of Common Stock. The purchase price
of each Pre-Funded Warrant is $2.009, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants
are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
A holder (together
with its affiliates) may not exercise any portion of such holder’s Purchase Warrants or Pre-Funded Warrants to the extent
that the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, except that
upon notice from the holder to the Company, the holder may decrease or increase the limitation of ownership of outstanding stock
after exercising the holder’s Purchase Warrants or Pre-Funded Warrants up to 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the
terms of the Purchase Warrants and Pre-Funded Warrants, provided that any increase in such limitation shall not be effective until
61 days following notice to the Company.
Pursuant to the
Purchase Agreement, subject to certain exceptions, the Company agreed not to (i) issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any shares of Common Stock or securities convertible into Common Stock or (ii) file any registration
statement or any amendment or supplement thereto, other than the prospectus supplement for the Offering or a registration statement
on Form S-8, for a shorter period of: (a) eighty-five (85) days following the closing of the Offering, and (b) the business day
after the date on which the aggregate trading volume of the Common Stock on the Nasdaq Capital Market exceeds $800,000,000 calculated
beginning on the date of the Purchase Agreement (such period, the “Standstill Period”). Pursuant to the Purchase Agreement,
the Company also agreed not to enter into any “variable rate transactions” so long as any Purchaser holds any Purchase
Warrants or Pre-Funded Warrants other than the issuance of shares of Common Stock in an at-the-market offering; provided, that
any such issuance will not occur until the expiration of the Standstill Period. The Standstill Period will not apply to, beginning
fifteen (15) days after the closing of the Offering, exchanges or conversions of up to $1,500,000 in any 30 day period of that
certain unsecured promissory note issued by us on March 18, 2020 in an aggregate initial principal amount of $6,465,000, so long
as (y) on the date of such exchange or conversion, the lower of (I) the prior five (5) day average closing price of Common Stock,
and (II) the closing price of Common Stock, is equal to or greater than $2.01 per share, and (z) the quotient of (I) the amount
of such promissory note being exchanged or converted divided by (II) the number of shares of Common Stock issued in such exchange
or conversion is equal to or greater than $2.01.
In connection
with the Offering, the Company received a one-time waiver of: (i) the prior eighty-five (85) day standstill period included in
that certain Securities Purchase Agreement, dated as of January 24, 2021, from the Purchaser, which was the sole purchaser under
that prior agreement; and (ii) the prior eighty-five (85) day standstill period included in that certain Securities Purchase Agreement,
dated as of February 12, 2021, from the Purchaser, which was the sole purchaser under that prior agreement. The Purchase Agreement
contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification
rights and obligations of the parties. The closing of the Offering is expected to occur on or about February 18, 2021. The Company
is expected to receive gross proceeds of approximately $20 million in connection with the Offering, before deducting placement
agent fees and related offering expenses.
On February 16, 2021, in connection with
the Offering, the Company and Maxim Group LLC (the “Placement Agent”) entered into a Placement Agency Agreement (the
“Placement Agency Agreement”) wherein the Placement Agent acted as the exclusive placement agent on a reasonable best
efforts basis in connection with the Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay to the Placement
Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering, plus the reimbursement of certain expenses and
legal fees. The Placement Agency Agreement contains customary representations and warranties and agreements of the Company and
the Placement Agent and customary indemnification rights and obligations of the parties.
The foregoing
summaries of the form of Purchase Agreement, the Placement Agency Agreement, the form of Purchase Warrants, and the form of Pre-Funded
Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the documents attached as Exhibits
10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The Securities
in the Offering were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-223960), which
was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2018, as amended on May 15, 2018, and
declared effective on June 5, 2018 (the “Registration Statement”), and a base prospectus dated as of June 5, 2018
included in the Registration Statement and the related prospectus supplement for the Offering to be filed with the SEC. A copy
of the opinion of Mitchell Silberberg & Knupp LLP relating to the legality of the issuance and sale of the Securities in the
Offering is attached as Exhibit 5.1 hereto. This Current Report shall not constitute an offer to sell or the solicitation of an
offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.