Current Report Filing (8-k)
July 05 2019 - 5:26PM
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): July 5, 2019
INPIXON
(Exact name of registrant as specified in
its charter)
Nevada
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001-36404
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88-0434915
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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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2479 E. Bayshore Road, Suite 195
Palo Alto, CA
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94303
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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:
(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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
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Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock
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INPX
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The Nasdaq Capital Market
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Item 1.01
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Entry into a Material Definitive Agreement.
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Exchange Agreement
On
July 5, 2019, Inpixon, a Nevada corporation (the “Company”), and the holder (the “Note Holder”) of that
certain outstanding promissory note, issued on October 12, 2018 (as amended, supplemented or otherwise modified, the “Original
Note”), with an outstanding balance of $724,045.70 as of July 5, 2019, entered into an exchange agreement, pursuant to which
the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original
principal amount equal to $178,500 and then cause the outstanding balance to be reduced by $178,500; and (ii) exchange the partitioned
note for the delivery of 350,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
at an effective price per share equal to $0.51. The shares of Common Stock will be delivered to the Note Holder on or before July
8, 2019 and the exchange will occur with the Note Holder surrendering the partitioned note to the Company on the date when the
shares of Common Stock are approved and held by the Note Holder’s brokerage firm for public resale.
The
description of the exchange agreement is qualified in its entirety by the full text of the exchange 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 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein by
reference.
Item 3.02
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Unregistered Sales of Equity Securities.
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The
information contained above in Item 1.01 regarding the issuance of the shares of Common Stock issued pursuant to the exchange agreement
is hereby incorporated by reference into this Item 3.02. The offer and sale of such shares was not registered under the Securities
Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 3(a)(9)
of the Securities Act, in that (a) the shares of Common Stock are being issued in exchange for the partitioned note which is another
outstanding security of the Company; (b) there is no additional consideration of value being delivered by the Note Holder in connection
with the exchange; and (c) there are no commissions or other remuneration being paid by the Company in connection with the exchange.
As
of July 5, 2019, the Company has issued and outstanding (i) 13,141,429 shares of Common Stock, which includes the issuance of the
shares of Common Stock pursuant to the exchange agreement, (ii) 1 share of Series 4 Convertible Preferred Stock which is convertible
into 202 shares of Common Stock, (iii) 126 shares of Series 5 Convertible Preferred Stock which are convertible into approximately
37,838 shares of Common Stock (subject to rounding for fractional shares), and (iv) warrants to purchase up to 112,800 shares of
Common Stock issued on January 15, 2019 in connection with the Company’s rights offering, exercisable at $3.33 per share.
Item 9.01
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Financial Statements and Exhibits.
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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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INPIXON
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Date: July 5, 2019
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By:
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/s/ Nadir Ali
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Name:
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Nadir Ali
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Title:
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Chief Executive Officer
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