1.
|
Names
of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
190,400
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
190,400
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
190,400 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.4% (see Item
4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
Page
2
of 8
1.
|
Names
of Reporting Persons.
Daniel B. Asher
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
190,400
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
190,400
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
190,400 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.4% (see Item
4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
Page
3
of 8
1.
|
Names
of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b)
☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
190,400
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
190,400
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
190,400 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.4% (see Item
4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Page
4
of 8
Item
1.
(a)
Name of Issuer
Inpixon
(the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
2479
East Bayshore Road, Suite 195
Palo
Alto, California 94303
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“
Mr. Kopin
”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr.
Asher
”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
”
and together with Mr. Kopin and Mr. Asher, collectively the “
Reporting Persons
”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
stock, $0.001 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
15117N503
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Page
5
of 8
(a)
and (b):
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on January 5, 2018 (the “
SPA
”)
(
as disclosed in the Form 8-K filed by the Issuer
with the Securities and Exchange Commission on January 9, 2018
),
each of the Reporting
Persons may have been deemed
to have beneficial ownership of 1,694,915 shares of Common
Stock
that was to be
issued to Intracoastal at the closing of the transactions contemplated by
the SPA,
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately
5.5
%
of the Common Stock,
based on (1)
28,849,314 shares of Common Stock outstanding as of January
5, 2018 as reported by the Issuer
, plus (2) 1,694,915
shares of Common Stock that was to
be
issued to Intracoastal at the closing of the transactions contemplated by the SPA.
The
foregoing excludes (I)
1,694,915
shares of Common
Stock issuable upon exercise of a warrant that was to be issued to Intracoastal at the closing of the transactions contemplated
by the SPA (the “
Intracoastal Warrant
”) b
ecause the
Intracoastal
Warrant is not exercisable until the later of the (1) Authorized Share Increase Date (as defined in the Intracoastal Warrant)
and (2) Shareholder Approval Date (as defined in the Intracoastal Warrant) (and the Intracoastal Warrant also
contains
a blocker provision under which the holder thereof does not have the right to exercise the
Intracoastal
Warrant
to the extent that such exercise would result in beneficial ownership by the holder thereof,
together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates
, of more than 4.99% of the Common Stock) and (II) 190,400 shares of Common Stock issuable upon exercise of a
warrant held by Intracoastal (“
Intracoastal Warrant 2
”) because Intracoastal Warrant 2 contains a blocker provision
under which the holder thereof does not have the right to exercise
Intracoastal Warrant
2
to the extent that such exercise would result in beneficial ownership by the holder thereof,
together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates
, of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming the Intracoastal Warrant
was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 3,580,230 shares
of Common Stock.
(ii)
As of close of business on January 16, 2018,
each of the Reporting Persons may have been deemed to have beneficial ownership of 190,400
shares
of Common Stock
issuable upon exercise of
Intracoastal Warrant 2,
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately
0.4% of the Common Stock,
based on (1)
28,849,314 shares of Common Stock outstanding as
of January 5, 2018, as reported by the Issuer
, plus (2)
17,994,359
shares
of Common Stock issued at the closing of the transactions contemplated by the SPA
and (3)
190,400 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2
.
The foregoing excludes
1,694,915
shares of Common
Stock issuable upon exercise of the Intracoastal Warrant b
ecause the
Intracoastal
Warrant is not exercisable until the later of the (1) Authorized Share Increase Date (as defined in the Intracoastal Warrant)
and (2) Shareholder Approval Date (as defined in the Intracoastal Warrant).
Assuming the Intracoastal Warrant was currently
exercisable, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,885,315 shares of Common Stock.
(c)
Number
of shares as to which each Reporting Person has:
(1)
Sole power to vote or to direct the vote:
0
.
(2)
Shared power to vote or to direct the vote:
190,400
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
190,400
.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following
þ
.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
Page
6
of 8
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Date: January
16, 2018
|
|
|
|
|
|
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin
|
|
|
|
|
|
/s/ Daniel B. Asher
|
|
|
Daniel B. Asher
|
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
|
Mitchell P. Kopin, Manager
|
Page
7
of 8
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
|
Date: January 16, 2018
|
|
|
|
|
|
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin
|
|
|
|
|
|
/s/ Daniel B. Asher
|
|
|
Daniel B. Asher
|
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
|
Mitchell P. Kopin, Manager
|
Page 8 of 8