Current Report Filing (8-k)
July 10 2019 - 5:27PM
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 9, 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 Agreements
On
July 9, 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 $546,152.11 as of July 9, 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 $204,000 and then cause the outstanding balance to be reduced by $204,000; and (ii) exchange the partitioned
note for the delivery of 400,000 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
10, 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.
On
July 10, 2019, the Company and the Note Holder of the Original Note, with an outstanding balance of $342,247.15 as of July 10,
2019, entered into another exchange agreement, which agreement is substantially similar to the agreement entered into on July 9,
2019, 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 $127,500 and then cause the outstanding balance to be reduced by $127,500; and (ii)
exchange the partitioned note for the delivery of 250,000 shares of Common Stock (together with the 400,000 shares of Common Stock
issued pursuant to the exchange agreement entered into on July 9, 2019, the “Exchange Shares”) 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 11, 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 agreements is qualified in its entirety by the full text of the exchange agreements, a form of which
is attached 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
agreements 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 notes which are other outstanding securities of the Company; (b) there is no additional consideration of
value being delivered by the Note Holder in connection with the exchanges; and (c) there are no commissions or other
remuneration being paid by the Company in connection with the exchanges.
As
of July 10, 2019, the Company has issued and outstanding (i) 13,791,429 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 10, 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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