Current Report Filing (8-k)
January 15 2019 - 8:32AM
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): January 14, 2019
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))
|
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.
|
As
of 5:00 p.m. Eastern Time on Friday, January 11, 2019, the rights offering (the “Rights Offering”) of Inpixon (the
“Company”) expired and, as such, the rights have expired. Participants are expected to be reduced pro-rata to the
total offering size, which was increased from 10,000 units to 12,000 units. The Company is expected to receive gross proceeds
of approximately $12 million. The Company expects that the closing of the Rights Offering will occur on or about January 15, 2019,
subject to the satisfaction or waiver of all conditions to closing.
The
Rights Offering was conducted pursuant to the Company’s effective registration statement on Form S-3, as amended (Registration
Statement No. 333-223960), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), and
a prospectus and prospectus supplements filed with the SEC. Pursuant to the Rights Offering, the Company has agreed
to sell an aggregate of 12,000 units consisting of an aggregate of 12,000 shares of Series 5 Convertible Preferred
Stock and 3,600,000 warrants to purchase common stock exercisable for one share of common stock at an exercise price of $3.33
per share in accordance with the terms and conditions of a warrant agency agreement (the “Warrant Agency Agreement”),
resulting in gross proceeds to the Company of approximately $12 million, and net proceeds of approximately
$10.77 million after deducting expenses relating to dealer-manager fees and expenses, and excluding any proceeds
received upon exercise of any warrants.
On
January 14, 2019, the Company entered into an amendment (the “Amendment”) to that certain Dealer-Manager Agreement,
dated December 7, 2018 (the “Dealer-Manager Agreement”), by and between the Company and Maxim Group LLC, as dealer-manager
(the “Dealer-Manager”), in connection with the Company’s rights offering (the “Offering”), pursuant
to which the Dealer-Manager Agreement was amended to reflect, among other things, (i) the increase to the offering amount from
10,000 units to 12,000 units, (ii) the previously announced repricing terms and (iii) the extension of the Offering to January
11, 2019.
The
Amendment and the final forms of the Warrant and the Warrant Agency Agreement are attached hereto as Exhibits 1.1, 4.1 and 4.2,
respectively. The foregoing descriptions of such documents are not complete and are qualified in their entirety by reference to
such exhibits.
The
legal opinion and consent of Mitchell Silberberg & Knupp LLP relating to the securities is filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 3.03
|
Material
Modification to Rights of Security Holders.
|
The
information disclosed in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On
January 14, 2019, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation that created
the Series 5 Convertible Preferred Stock, authorized 12,000 shares of Series 5 Convertible Preferred Stock and designated the
preferences, rights and limitations of the Series 5 Convertible Preferred Stock. The Series 5 Convertible Preferred Stock is non-voting
(except to the extent required by law). The Series 5 Convertible Preferred Stock is convertible into the number of shares of Common
Stock, determined by dividing the aggregate stated value of the Series 5 Convertible Preferred Stock of $1,000 per share to be
converted by $3.33. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits
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:
January 15, 2019
|
By:
|
/s/
Nadir Ali
|
|
Name:
|
Nadir
Ali
|
|
Title:
|
Chief
Executive Officer
|
EXHIBIT
INDEX
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Sep 2023 to Sep 2024