Filed Pursuant to Rule 424(b)(5)
Registration No. 333-256827
Prospectus Supplement
(To Prospectus Dated June 17, 2021)
58,750 Shares of Series 7 Convertible Preferred
Stock
47,000,000 Shares of Common Stock Underlying
the Series 7 Convertible Preferred Stock
Warrants to purchase up to 47,000,000 Shares
of Common Stock
We are offering (i) up to
58,750 shares of our newly designated Series 7 convertible preferred stock, par value $0.001 per share (the “Series 7 Preferred
Stock”), each share with a stated value of $1,000 per share (the “Stated Value”), initially convertible into 47,000,000
shares of our common stock, and (ii) related warrants to purchase up to 47,000,000 shares (the “Warrants”), pursuant to this
prospectus supplement and the accompanying prospectus, directly to certain institutional investors. The shares of Series 7 Preferred Stock
and Warrants will be issued separately but can only be purchased together in this offering. Each share of Series 7 Preferred Stock and
related Warrants will be sold together at a subscription amount of $920.00, representing an original issue discount of 8% of the Stated
Value for an aggregate subscription amount of $54,050,000.
The Warrants will have an
exercise price per whole share of $1.25, will be exercisable commencing on the effective date upon which we have sufficient authorized
shares of our common stock to permit the full exercise of the Warrants (a “Capital Event”), and will expire five years from
the initial exercise date.
At any time beginning on the
6-month anniversary of the date the shares of Series 7 Preferred Stock are issued (the “Redemption Triggering Date”) and ending
ninety (90) days thereafter, each holder of Series 7 Preferred Stock may require us to redeem all or part of such shares then held by
such holder in cash for a redemption price per share equal to the Stated Value plus all accrued but unpaid dividends thereon and all liquidated
damages and other costs, expenses, or amounts due in respect of such shares (the “Redemption Amount”), provided that in certain
instances of our default more particularly described in the Certificate of Designation for the Series 7 Preferred (the “Certificate
of Designation”), the Redemption Amount is increased to 110% of the Stated Value plus all accrued but unpaid dividends thereon and
all liquidated damages and other costs, expenses, or amounts due in respect of such shares. Correspondingly, beginning on the Redemption
Triggering Date for so long as the shares of Series 7 Preferred Stock remain outstanding, we have the right to redeem all or part of such
shares then held by a holder for the Redemption Amount, subject to the satisfaction of certain equity conditions specified in the Certificate
of Designation. In the event, we elect to exercise our redemption right, the holder will have an option to convert the shares of Series
7 Preferred Stock subject to redemption into our common stock in accordance with the Certificate of Designation within thirty (30) days
following a written notice sent to the holder. Upon the receipt of the pertinent Redemption Amount, the holder of the Series 7 Preferred
Stock will forfeit 75% of the Warrants issued.
In addition, if after the
effective date of the Capital Event (i) the volume weighted average price for each of any 10 consecutive trading day period following
such event, exceeds $2.00 per share (subject to adjustments for splits, dividends, and the like); (ii) the volume for each trading day
during any such period exceeds $2,000,000 of shares of our common stock per trading day; and (iii) we satisfy certain equity conditions,
then we may, within 1 trading day after the end of any such 10 day period, cause each holder to convert all or part of such holder’s
Series 7 Preferred Stock.
We have engaged
Maxim Group LLC, or the placement agent, as our exclusive placement agent in connection with this offering. The placement agent has
agreed to use its reasonable best efforts to place the securities offered by this prospectus supplement. The placement agent has no
obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of
securities. We have agreed to pay the placement agent the fees set forth in the table below. See “Plan of Distribution”
beginning on page PS-22 of this prospectus supplement for more information regarding these arrangements.
Our common stock is listed
on the Nasdaq Capital Market under the symbol “INPX.” The last reported sale price of our common stock on the Nasdaq Capital
Market on September 10, 2021, was $1.00 per share. None of the Series 7 Preferred or the Warrants will be listed on any national securities
exchange or other trading market. Without an active trading market, the liquidity of these securities will be limited.
Investing in our securities
involves a high degree of risk, including that the trading price of our common stock has been subject to volatility and investors in this
offering may not be able to sell their shares of common stock above the actual offering price or at all. See “Risk Factors”
beginning on page PS-9 of this prospectus supplement, page 5 of the accompanying base prospectus and under similar headings in
the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.
|
|
Per share of Series 7 Preferred Stock and Related Warrants
|
|
|
Total
|
|
Offering price
|
|
$
|
1,000.00
|
|
|
$
|
58,750,000
|
|
8% Original Issue Discount(1)
|
|
$
|
80.00
|
|
|
$
|
4,700,000
|
|
Placement Agent’s fees(2)
|
|
$
|
55.20
|
|
|
$
|
3,243,000
|
|
Proceeds, before expenses, to us(3)
|
|
$
|
864.80
|
|
|
$
|
50,807,000
|
|
(1)
|
Each share of Series 7 Preferred Stock and related Warrants are being sold together at a subscription amount of $920.00, representing an original issue discount of 8% of the Stated Value.
|
(2)
|
In addition, we have agreed to reimburse the placement agent for certain out-of-pocket expenses. See “Plan of Distribution” beginning on page PS-22 of this prospectus supplement for additional information with respect to the compensation we will pay the placement agent.
|
(3)
|
The above summary of offering proceeds does not give effect to any proceeds from the exercise of the Warrants.
|
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Placement Agent
Maxim Group LLC
The date of this prospectus supplement is September
13, 2021
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying base prospectus form a part of a registration statement on Form S-3 (File No. 333-256827), which was declared effective
on June 17, 2021, that we filed with the Securities Exchange Commission (“SEC”) utilizing a “shelf” registration
process. This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering.
The second part, the accompanying base prospectus, provides more general information about the securities we may offer from time to time,
some of which may not apply to the securities offered by this prospectus supplement. Generally, when we refer to this prospectus, we are
referring to both parts of this document combined. Before you invest, you should carefully read this prospectus supplement, the accompanying
base prospectus, all information incorporated by reference herein and therein, and the additional information described under “Where
You Can Find More Information” in this prospectus supplement. These documents contain information you should consider when making
your investment decision. This prospectus supplement may add, update or change information contained in the accompanying base prospectus.
To the extent that any statement that we make in this prospectus supplement is inconsistent with statements made in the accompanying base
prospectus or any documents incorporated by reference therein, the statements made in this prospectus supplement will be deemed to modify
or supersede those made in the accompanying base prospectus and such documents incorporated by reference therein.
You should rely only on the
information contained or incorporated herein by reference in this prospectus supplement and contained or incorporated therein by reference
in the accompanying base prospectus. We have not authorized any other person to provide you with any information that is different. If
anyone provides you with different, additional or inconsistent information, you should not rely on it.
We are offering to sell our
securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying
base prospectus and the offering of the securities in certain jurisdictions may be restricted by law. This prospectus supplement and the
accompanying base prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer
to buy, any securities offered by this prospectus supplement and the accompanying base prospectus by any person in any jurisdiction in
which it is unlawful for such person to make such an offer or solicitation.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
the prospectus supplement and the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless the context otherwise
requires, references in this prospectus supplement to the “Company,” “we,” “us” and “our”
refer to Inpixon and its subsidiaries.
We have authorized only
the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus, and any free writing
prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the placement agent has not, authorized anyone
to provide you with information that is different. We and the placement agent take no responsibility for, and can provide no assurance
as to the reliability of, any information that others may give you. We are offering to sell, and seeking offers to buy, our securities
only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by reference in this document
is accurate only as of the date such information was issued, regardless of the time of delivery of this prospectus supplement or the date
of any sale of our securities.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying base prospectus and the documents incorporated herein by reference contain forward-looking statements that involve risks
and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially
from those anticipated in the forward-looking statements. In some cases, you can identify these forward-looking statements by terms such
as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimates,”
“expects,” “intends,” “may,” “ongoing,” “plan,” “potential,” “predict,”
“project,” “should,” “will,” “would” or the negative of those terms or other similar expressions,
although not all forward-looking statements contain those words.
We have based these forward
looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy and financial needs. These forward looking statements are subject to
a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors”
and elsewhere in this prospectus, regarding, among other things:
|
●
|
our ability to achieve profitability;
|
|
●
|
our limited operating history with recent acquisitions;
|
|
|
|
|
●
|
risks related to our recent acquisitions;
|
|
|
|
|
●
|
our ability to successfully integrate companies or technologies we acquire;
|
|
●
|
emerging competition and rapidly advancing technology in our industry that may outpace our technology;
|
|
●
|
customer demand for the products and services we develop;
|
|
●
|
the impact of competitive or alternative products, technologies and pricing;
|
|
●
|
our ability to manufacture any products we develop;
|
|
●
|
general economic conditions and events and the impact they may have on us and our potential customers, including but not limited to the impact of COVID-19;
|
|
●
|
our ability to obtain adequate financing in the future;
|
|
●
|
our ability to use the proceeds from this offering as discussed in the section entitled “Use of Proceeds”;
|
|
|
|
|
●
|
our ability to consummate strategic transactions, which may include acquisitions, mergers, dispositions or investments;
|
|
|
|
|
●
|
our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market;
|
|
|
|
|
●
|
lawsuits and other claims by third parties or investigations by various regulatory agencies that we are required to report to including, but not limited to, the U.S. Securities and Exchange Commission;
|
|
|
|
|
●
|
our success at managing the risks involved in the foregoing items; and
|
|
|
|
|
●
|
other factors discussed in this prospectus supplement and the accompanying base prospectus.
|
These risks are not exhaustive.
Other sections of this prospectus supplement, the accompanying base prospectus and the documents incorporated herein by reference may
include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive
and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all
risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in, or implied by, any forward looking statements. You should read
this prospectus supplement, the accompanying base prospectus and the documents incorporated herein by reference with the understanding
that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. Except
as required by law, we undertake no obligation to update publicly any forward looking statements for any reason after the date of this
prospectus supplement or to conform these statements to actual results or to changes in our expectations.
We qualify all of our forward looking statements
by these cautionary statements.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus supplement, the accompanying base prospectus and in the documents we incorporate
by reference. This summary does not contain all of the information you should consider before investing in our common stock. You should
read this entire prospectus supplement and the accompanying base prospectus carefully, especially the risks of investing in our common
stock discussed under “Risk Factors” beginning on page PS-9 of this prospectus supplement and under similar sections
of the accompanying base prospectus and other periodic reports incorporated herein and therein by reference, along with our consolidated
financial statements and notes to those consolidated financial statements, before making an investment decision.
Except where otherwise
indicated, all share and per share data in this prospectus supplement give retroactive effect to the 1-for-45 reverse stock split effective
on January 7, 2020.
The Company
Inpixon is the Indoor Intelligence™
company. Our business and government customers use our solutions to secure, digitize and optimize their indoor spaces with our positioning,
mapping, and analytics products. Inpixon’s Indoor Intelligence platform uses sensor technology to detect active cellular, Wi-Fi,
Bluetooth, ultra-wide band (“UWB”) and Chirp Spread Spectrum (“chirp”) signals emitted from devices within a venue
providing positional information similar to what global positioning system (“GPS”) satellite systems provide for the outdoors.
Combining this positional data with our dynamic and interactive mapping solution and a high-performance analytics engine, we are able
to offer our customers near real-time insights for increased visibility, security and business intelligence throughout their indoor spaces.
Our highly configurable platform can also ingest data from our customers’ and other third-party sensors, Wi-Fi access points, Bluetooth
beacons, video cameras, and big data sources, among others, to maximize indoor intelligence.
Our Indoor Intelligence offerings
consist of a variety of software and hardware products for positioning, mapping, and analytics offerings.
Positioning
|
●
|
Our solutions provide positioning and wireless device detection
that cultivates situational awareness by leveraging sensors with proprietary technology that can detect and position active cellular,
Wi-Fi, Bluetooth, UWB and chirp signals throughout a venue, as well as GPS technologies. These products allows for the positioning of
people and assets homogeneously as they travel between the indoor and outdoor. Utilizing various radio signal technologies permits device
positioning with accuracy ranging from several meters down to approximately thirty centimeters, depending on the product deployed and
conditions in the indoor space. The technology allows for detailed understanding of space and resource utilization, and in security applications,
detection and identification of authorized and unauthorized devices, prevention of rogue devices through alert notification based on
rules when unknown devices are detected in restricted areas and asset tracking with centimeter level precision.
|
|
●
|
We also provide on-device positioning using internal sensors
in smart phones and other IoT wearable devices. The location data is ingested by the positioning system generating accurate coordinates
which are displayed on an indoor map. Our on-device indoor positioning solution enables a smartphone’s precise location to be displayed
to a user in a mobile app. Data is combined from various sensors, including accelerometers, gyroscopes, compass, GPS and BLE radio scanning,
to position the blue dot and to correct for drift. Enabling powerful location-based use cases, our patented on-device technology runs
on a smartphone, smartwatch or other IoT wearable device and can operate without the internet.
|
|
●
|
Our RTLS (real time location systems) or asset tracking is
based on our UWB or chirp anchors and tags. Chirp technology is effective for longer range communication while UWB is an important RF
standard for pinpoint asset tracking. Organizations across many different industries can leverage the accuracy, quickness, and reliability
of UWB technology to track the real-time location and status of key assets and equipment, with greater precision. Users can display and
track the location and movement of static and moving assets and asset attribute information within a space on high-fidelity, layer-based
indoor maps and navigate to assets that are both fixed and in motion.
|
Mapping
|
●
|
Our indoor mapping platform provides enterprise organizations
with the tools to add intelligence to complex indoor spaces by integrating business data with indoor maps. Our mapping platform gives
developers the flexibility and control to create tailored map-enabled solutions that address multiple use cases with a single platform.
Comprised of software development tools and a web-based content management system (CMS), our mapping platform is highly configurable
and able to address the varying security, extensibility and versatility needs of our customers.
|
Analytics
|
●
|
Data science analytics, on-premises or in the cloud, along
with specially optimized algorithms that are intended to increase the accuracy of location data and maximize system performance. This
enables the system to deliver data reporting and visualizations to the user based on our mapping platform. We also provide data output
that can be integrated with common third-party visualization, charting, graphing and dashboard systems. Our analytics capabilities
allow for the integration of a customer’s existing video surveillance feed with location data collected via radio frequency, enabling
customers to ascertain radio frequency coverage and access evidentiary information that can be used for security and customer relations
programs.
|
App
|
●
|
Our smart office campus app is a SaaS
app platform that enables corporate enterprise organizations to provide a custom-branded, location-aware employee app focused on enhancing
the workplace experience by fostering employee engagement and collaboration and hosting
virtual and hybrid events. The campus app provides enterprise organizations with a single centralized hub with features and integrations
that permit enterprise organizations to offer and support hot desking (desk hoteling), room booking, indoor navigation, news and events,
real time notifications, company directory, occupancy reporting and other workplace amenities, including but not limited to events and
health and wellness.
|
We
can assist a variety of private and public organizations, including corporate enterprises, government agencies, hotels and resorts, gaming
operators, airports, healthcare facilities, manufacturing, construction, mining, agriculture and livestock companies, to create smarter,
safer and more secure environments.
Corporate Strategy Update
Since 2019, management has
pursued a corporate strategic acquisition strategy focused on building and developing its business as the Indoor IntelligenceTM
provider with the ability to provide end to end solutions ranging from the collection of data to delivering insights from that data to
our customers with a focus on securing, digitizing and optimizing premises with our indoor positioning, mapping and analytics solutions
for businesses and governments. In furtherance of this strategy, we have completed a series of strategic transactions to enhance our products
and solution offerings, including, the acquisition of (1) technologies allowing for wireless device positioning and radio frequency augmentation
of video surveillance systems; (2) GPS tracking products, software, technologies, and related intellectual property to provide ground
positioning, asset tracking, and situational awareness monitoring for those whose intelligence needs expand outdoors; (3) our indoor mapping
solution, Inpixon Mapping, to provide users with the tools to add intelligence to complex indoor spaces by integrating business data with
geospatially accurate indoor maps to create relevant views of indoor environments; (4) a suite of on-device “blue dot” indoor
location and motion technologies, including patents, trademarks, software and related intellectual property; (5) IoT solutions for real-time
location systems (RTLS) and indoor and outdoor positioning solutions utilizing both industry-standard technologies, such as ultra-wideband
(UWB), and patented proprietary wireless communication technologies, such as Chirp Spread Spectrum (CSS); (6) a suite of augmented reality,
computer vision, localization, navigation, mapping, and 3D reconstruction technologies, including patents, trademarks, software and related
intellectual property, and (7) a leading SaaS app platform that enables corporate enterprise organizations to provide a custom-branded,
location-aware employee app focused on enhancing the workplace experience and hosting virtual and hybrid events.
We believe these transactions
have positioned us as a market leader with a comprehensive suite of products and solutions allowing us to provide organizations with actionable
indoor intelligence to make their indoor spaces smarter, safer and more secure. We also operate and compete in an industry that is characterized
by rapid technological innovation, changing customer needs, evolving industry standards and frequent introductions of new products, product
enhancements, services and distribution methods. Our success will depend on our ability to develop expertise with these new products,
product enhancements, services and distribution methods and to implement solutions that anticipate and respond to rapid changes in technology,
the industry, and customer needs. As a result, in order to continue to respond to rapid changes and required technological advancements,
we intend to continue to evaluate various strategic transactions including acquisitions of companies with technologies and intellectual
property in order to continue to maintain pace with industry demands and if we believe that it will complement our goals in offering a
comprehensive Indoor Intelligence platform or otherwise increase shareholder value. Candidates with proven technologies that complement
our overall strategy may come from anywhere in the world, as long as there are strategic and financial reasons to make the acquisition.
If we explore any such opportunities we expect to focus primarily on looking for accretive acquisitions that have business value and operational
synergies, however we will also be opportunistic and may consider other strategic and/or attractive transactions that we believe may increase
overall shareholder value, which may include, but not be limited to other alternative investment opportunities, such as minority investments,
joint ventures or special purpose acquisition companies. If we make any acquisitions in the future, we expect that we may pay for such
acquisitions with cash, equity securities and/or debt in combinations appropriate for each acquisition.
Recent Events
Financings
On January 24, 2021, we entered
into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering, 5,800,000
shares of our common stock, and warrants to purchase up to 19,354,838 shares of common stock at an exercise price of $1.55 per share (the
“January 2021 Purchase Warrants”) for a combined purchase price of $1.55 per share and pre-funded warrants to purchase up
to 13,554,838 shares of common stock (“January 2021 Pre-funded Warrants”) at an exercise price of $0.001 per share, at a purchase
price of $1.549 per share for net proceeds of $27.8 million after deducting placement agent commissions and offering expenses. Each January
2021 Purchase Warrant and January 2021 Pre-funded Warrant is exercisable for one share of common stock, is immediately exercisable and
will expire five years from the issuance date.
The January 2021 Pre-funded
Warrants were exercised in full as of February 8, 2021. In addition, the investor exercised its purchase rights for 3,000,000 shares of
common stock pursuant to the January 2021 Purchase Warrant on February 11, 2021.
On February 12, 2021, we entered
into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering, 7,000,000
shares of our common stock, and warrants to purchase up to 15,000,000 shares of common stock at an exercise price of $2.00 per share (the
“First February 2021 Purchase Warrants”) for a combined purchase price of $2.00 per share and pre-funded warrants to purchase
up to 8,000,000 shares of common stock ("First February 2021 Pre-funded Warrants") at an exercise price of $0.001 per share,
at a purchase price of $1.999 per share for net proceeds of $27.8 million after deducting placement agent commissions and offering expenses.
Each First February 2021 Purchase Warrant and First February 2021 Pre-funded Warrant is exercisable for one share of common stock, is
immediately exercisable and will expire five years from the issuance date. The First February 2021 Pre-funded warrants were exercised
in full as of February 18, 2021.
On February 16, 2021, we entered
into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering, 3,000,000
shares of our common stock, and warrants to purchase up to 9,950,250 shares of common stock at an exercise price of $2.01 per share (the
“Second February 2021 Purchase Warrants”) for a combined purchase price of $2.01 per share and pre-funded warrants to purchase
up to 6,950,250 shares of common stock (“Second February 2021 Pre-funded Warrants”) at an exercise price of $0.001 per share,
at a purchase price of $2.009 per share for net proceeds of $18.5 million after deducting placement agent commissions and offering expenses.
Each Second February 2021 Purchase Warrant and Second February 2021 Pre-funded Warrant is exercisable for one share of common stock, is
immediately exercisable and will expire five years from the issuance date. The Second February 2021 Pre-funded warrants were exercised
in full as of March 1, 2021.
Game Your Game Acquisition of Controlling
Interest
On March 25, 2021, we entered
into a Stock Purchase Agreement (the “GYG Purchase Agreement”) with Game Your Game, Inc., a Delaware corporation (“GYG”),
and certain selling shareholders (the “Selling Shareholders”), pursuant to which we acquired on April 9, 2021 an aggregate
of 522,000 shares of common stock of GYG (the “GYG Shares”), representing 52.2% of the outstanding shares of common stock
of GYG on a fully diluted basis, in exchange for $1,666,932 in cash (the “Cash Consideration”), and issued an aggregate of
1,179,077 shares of its common stock, par value $0.001 per share (the “Buyer Shares”) for an aggregate purchase price equal
to $1,403,103. The Cash Consideration will be used for working capital purposes and to satisfy certain outstanding payroll obligations
of GYG. GYG’s business consists of developing and providing solutions using sports data and analytics. In addition, at the closing,
Nadir Ali, the Company’s Chief Executive Officer and member of the Company’s board of directors, was appointed as the sole
member of GYG’s board of directors.
Systat Purchase Option Exercise
On February 22, 2021, we entered
into a Second Amendment to the Exclusive Software License and Distribution Agreement, as amended on June 30, 2020 (as amended, the “License
Agreement”), with Cranes Software International Ltd. and Systat Software, Inc. (“Systat”) to allow for the exercise
of the option to purchase software and other assets underlying the License Agreement, in whole or in part, any time during the purchase
option period and to provide for cash consideration in lieu of an assignment of the Sysorex Note at our option. In addition, we exercised
our option to purchase a portion of the underlying assets, including certain software, trademarks, solutions, domain names and websites
from Systat in exchange for consideration in an amount equal to $900,000.
Sysorex Securities Settlement Agreement
On April 14, 2021, we entered
into a Securities Settlement Agreement (the “SSA”) and a Rights Letter Agreement (the “RLA”), each with Sysorex,
whereby Sysorex agreed to satisfy in full its outstanding debt, in the aggregate amount of $9,088,175.97 as of March 31, 2021, owed to
us under that certain secured promissory note, originally dated December 31, 2018, as amended from time to time, and in connection with
that certain settlement agreement, dated February 20, 2019, by and among us, Sysorex and Atlas Technology Group, LLC (the “Debt
Settlement”). To effect the Debt Settlement, Sysorex agreed to issue to us (i) pursuant to the terms of the SSA, 12,972,189 shares
of its common stock, $0.00001 par value per share, and (ii) rights to acquire 3,000,000 additional shares of its common stock pursuant
to the terms of the RLA. The Debt Settlement was entered into in connection with Sysorex’s closing of a reverse triangular merger
with TTM Digital Assets & Technologies, Inc.
In connection with the Debt
Settlement, we also entered into a Registration Rights Agreement, dated as of April 14, 2021 (the “RRA”), with Sysorex and
certain other shareholders of Sysorex (the “Holders”). Pursuant to the terms of the RRA, Sysorex must, subject to certain
limitations, register the resale of the shares of common stock held by us and the Holders, with the SEC, during the period that begins
on the 90th day following April 14, 2021. In the event Sysorex fails to register such shares within that timeframe, or otherwise fails
to meet its obligations under the RRA, then, subject to certain limitations, the Company and the Holders may be entitled to receive from
Sysorex an amount in cash equal to the product of 1.5% multiplied by the value of their shares (as set forth in the RRA), which amount
is payable each month for so long as the failure continues.
Also, under the RRA, if Sysorex
determines to prepare and file with the SEC a registration statement relating to an offering of any of its equity securities, for its
own account or the account of others, then the Company and the Holders will have the right, subject to certain limitations, to require
Sysorex to include in such registration statement all or any part of the shares of common stock held by them.
Nadir Ali, our Chief Executive
Officer and a member of our board of directors, resigned as a director of Sysorex, as of May 14, 2021. Nadir Ali entered into a consulting
agreement with Sysorex, pursuant to which he agreed to provide certain business services specified in the agreement for the benefit of
Sysorex in exchange for shares of Sysorex’s common stock.
Visualix Asset Purchase Agreement
On April 23, 2021, we entered
into an asset purchase agreement (the “Asset Purchase Agreement”) by and among the Company, Visualix GmbH i.L. (the “Visualix”),
Darius Vahdat-Pajouh and Michal Bucko (each, a “Founder,” and collectively, the “Founders”), and Future Energy
Ventures Management GmbH (“FEVM”) pursuant to which we acquired certain computer vision, robust localization, large-scale
navigation, mapping, and 3D reconstruction software technologies and intellectual property (collectively, the “Visualix Assets").
In accordance with the terms of the Asset Purchase Agreement, the Company purchased the Visualix Assets and certain patent applications
related to the Visualix Assets from FEVM.
In consideration of the transactions
contemplated by the Asset Purchase Agreement, the Company:
(i) remitted a cash payment
in the amount of Fifty Thousand Euros (EUR 50,000) to Visualix;
(ii) issued 316,768 shares
of Common Stock to Visualix; and
(iii) issued 52,795 to shares
of Common Stock to FEVM.
The Asset Purchase Agreement
includes customary representations and warranties, as well as certain covenants, including, inter alia, that the Founders are hired as
employees of Inpixon GmbH and Visualix and the Founders shall not, for a period of two (2) years following the Closing Date, directly
or indirectly, compete with the Company in the sectors of Mapping and Localization Technology (as defined in the Asset Purchase Agreement).
CXApp Acquisition
On April 30, 2021 (the “Closing
Date”), we completed the acquisition (the “Acquisition”) of over 99.9% of the outstanding capital stock of Design Reactor,
Inc., dba The CXApp, a California corporation (“The CXApp”), pursuant to the terms of that certain Stock Purchase Agreement,
dated as of the Closing Date (the “Stock Purchase Agreement”), by and among us, The CXApp, the sellers set forth on the signature
page thereto and each other person who owns outstanding capital stock of The CXApp (“CXApp Shares”) and executes a Joinder
to Stock Purchase Agreement (collectively, the “Sellers”), and Leon Papkoff, as Sellers’ Representative (the “Sellers’
Representative”). The CXApp is a leading SaaS app platform that enables corporate enterprise organizations to provide a custom-branded,
location-aware employee app focused on enhancing the workplace experience and hosting virtual and hybrid events.
On the Closing Date, the Sellers
sold all of their CXApp Shares to us in exchange for consideration of (i) approximately $22,500,000 in cash, minus The CXApp’s transaction
expenses, plus The CXApp’s closing cash, minus stock option payouts, minus the amount that equals 70% of deferred revenue as of
the Closing Date, subject to such other adjustments set forth in the Stock Purchase Agreement, including a post-closing working capital
adjustment (such amount, the “Cash Purchase Price”), and (ii) 8,820,239 shares of our common stock, which were valued at approximately
$10,000,000 based on a share price of $1.13 (the “Per Share Price”), which was the closing price of our common stock immediately
prior to executing the Stock Purchase Agreement (such shares, the “Purchaser Shares” and together with the Cash Purchase Price,
the “Consideration”). In addition, we agreed to pay up to $12,500,000 in contingent earnout payments, subject to certain adjustments
(the “Earnout Payment” and together with the Cash Purchase Price and the Purchaser Shares, the “Aggregate Purchase Price”).
The Earnout Payment is payable in shares of Common Stock at the Per Share Price, and subject to shareholder approval in accordance with
Nasdaq listing Rules. If shareholder approval is not received, the Earnout Payment will be payable in cash. As of the Closing Date, there
was one holder of CXApp Shares that did not sign the Stock Purchase Agreement (the “Non-Signing Seller”). On May 10, 2021,
the Company, The CXApp and the Non-Signing Seller executed a Joinder to Stock Purchase Agreement pursuant to which the Company purchased
such Non-Signing Seller’s CXApp Shares in exchange for approximately $50,000 in cash and 29,299 shares of common stock of the Company.
As of such time, the Company now owns 100% of The CXApp.
Corporate Structure
We have six operating subsidiaries:
(i) Inpixon Canada, Inc. (100% ownership) based in Coquitlam, British Columbia (“Inpixon Canada”); (i) Inpixon Limited (100%
ownership) based in Slough, United Kingdom; (iii) Inpixon GmbH (100% ownership) based in Ratingen, Germany; (iv) Design Reactor, Inc.
(The CXApp) (100% ownership); (v) Game Your Game, Inc., based in Palo Alto, CA (52.2%); and (vi) Inpixon India Limited (82.5% ownership)
based in Hyderabad, India. In addition, Active Mind Technology Ltd. is an indirect subsidiary of the Company and the wholly-owned subsidiary
of Game Your Game and Nanotron Technologies GmBh, based in Berlin, Germany is an indirect subsidiary of the Company and the wholly owned
subsidiary of Inpixon GmbH.
Corporate Information
Our principal executive offices
are located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303, and our telephone number is (408) 702-2167. Our subsidiaries maintain
offices in Coquitlam, Canada, Toronto, Canada, Slough, United Kingdom, Ratingen, Germany, Berlin, Germany, Bangalore, India and Hyderabad,
India. Our Internet website is www.inpixon.com. The information contained on, or that may be obtained from, our website is not a part
of this prospectus supplement and should not be considered a part of this prospectus supplement. We have included our website address
in this prospectus solely as an inactive textual reference.
THE OFFERING
Series 7 Preferred offered by us
|
58,750 shares of Series 7 Preferred Stock, initially
convertible into 47,000,000 shares of our common stock. This prospectus supplement also relates to the offering of such shares of common
stock issuable upon conversion of the Series 7 Preferred Stock.
Holders of shares of Series 7 Preferred shall
have full voting rights and powers, except as otherwise required by our Articles of Incorporation or applicable law. The holders of Series
7 Preferred Stock shall vote together with all other classes and series of stock of the Company as a single class on all actions to be
taken by the stockholders of the Company. Each holder of Series 7 Preferred Stock shall be entitled to the number of votes equal to the
number of shares of common stock into which such shares then held by such holder could be converted on the record date for the vote which
is being taken, provided, however, that the voting power of a holder together with its attribution affiliates and associates may not exceed
19.99% (or such greater percentage allowed by the Nasdaq Listing Rules without any shareholder approval requirements).
At any time beginning on the 6-month anniversary
of the date the shares of Series 7 Preferred Stock are issued (the “Redemption Triggering Date”) and ending ninety (90) days
thereafter, each holder of Series 7 Preferred Stock may require us to redeem all or part of such shares then held by such holder in cash
for a redemption price per share equal to the Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and
other costs, expenses, or amounts due in respect of such shares (the “Redemption Amount”), provided that in certain instances
of our default more particularly described in the Certificate of Designation, the Redemption Amount is increased to 110% of the Stated
Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses, or amounts due in respect of
such shares. If we fail to pay the full redemption amount timely, we will be obligated to pay interest thereon at a rate equal to the
lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from the due date until the redemption amount
and all interest thereon are paid in full. Correspondingly, beginning on the Redemption Triggering Date for so long as the shares of Series
7 Preferred Stock remain outstanding, we have the right to redeem all or part of such shares then held by a holder for the Redemption
Amount, subject to Equity Conditions (as defined in the Certificate of Designation). In the event, we elect to exercise our redemption
right, the holder will have an option to convert the shares of Series 7 Preferred Stock subject to redemption into our common stock in
accordance with the Certificate of Designation within thirty (30) days following a written notice sent to the holder. Upon the receipt
of the pertinent Redemption Amount, the holder of the Series 7 Preferred Stock will forfeit 75% of the Warrants issued.
If after the effective date of the Capital Event
(i) the volume weighted average price for each of any 10 consecutive trading day period following such event, exceeds $2.00 per share
(subject to adjustments for splits, dividends, and the like), (ii) the volume for each trading day during any such period exceeds $2,000,000
of shares of our common stock per trading day; and (iii) we satisfy certain equity conditions, then we may, within 1 trading day after
the end of any such 10 day period, cause each holder to convert all or part of such holder’s Series 7 Preferred Stock.
|
Warrants offered by us in this offering
|
Warrants to purchase up to 47,000,000 shares of common stock. The Warrants will have an exercise price per whole share of $1.25, will be exercisable commencing on the effective date upon which we have sufficient authorized shares of our common stock to permit the full exercise of the Warrants (a “Capital Event”), and will expire five years from the initial exercise date.
|
|
|
Common Stock outstanding after this offering(1)
|
164,331,219 shares of common stock (assuming the sale of all shares of Series 7 Preferred covered by this prospectus supplement and assuming the conversion of all shares of Series 7 Preferred, but excluding the exercise of the Warrants offered hereby).
|
|
|
Offering Price; Subscription Amount
|
Each shares of Series 7 Preferred Stock and related Warrants will be sold together at a subscription amount of $920.00, representing an original issue discount of 8% of $1,000, the Stated Value.
|
|
|
Trading Market
|
Our common stock is listed on the Nasdaq Capital Market under the symbol “INPX.” None of the Series 7 Preferred Stock or the Warrants will be listed on any national securities exchange or other trading market.
|
|
|
Use of Proceeds
|
We plan to use the net proceeds from this offering, if any, for working capital and general corporate purposes. See “Use of Proceeds.”
|
|
|
Risk factors
|
See “Risk Factors” beginning on
page PS-9 of this prospectus supplement, as well as the other information included in or incorporated by reference in this
prospectus supplement and the accompanying base prospectus, for a discussion of risks you should carefully consider before investing
in our securities.
|
|
(1)
|
The number of shares of our common stock to be outstanding after this offering is based on 117,331,219 shares of our common stock outstanding as of September 10, 2021, and excludes, as of that date, the following:
|
|
●
|
81 shares of common stock issuable upon the exercise of outstanding stock options under our 2011 Employee Stock Incentive Plan, having a weighted average exercise price of $1,263,375.06 per share;
|
|
●
|
12,120,119 shares of common stock issuable upon the exercise of outstanding stock options under the Company’s 2018 Employee Stock Incentive Plan, having a weighted average exercise price of $1.79 per share;
|
|
●
|
1 share of common stock issuable upon the exercise of outstanding stock options not under our 2011 or 2018 Employee Stock Incentive Plan, having a weighted average exercise price of $1,952,678.70 per share;
|
|
●
|
2,274,466 shares of common stock available for future issuance under our 2018 Employee Stock Incentive Plan and any other additional shares of our common stock that may become available under our 2018 Employee Stock Incentive Plan;
|
|
●
|
4 shares of common stock issuable upon the exercise of warrants at an exercise price of $16,200 per share;
|
|
|
|
|
●
|
24 shares of common stock issuable upon the exercise of warrants at an exercise price of $29,700 per share;
|
|
|
|
|
●
|
340 shares of common stock issuable upon the exercise of warrants at an exercise price of $5,400 per share;
|
|
●
|
24,055 shares of common stock issuable upon the exercise of warrants at an exercise price of $1,141.20 per share;
|
|
|
|
|
●
|
61,562 shares of common stock issuable upon the exercise of warrants at an exercise price of $223.20 per share;
|
|
|
|
|
●
|
2,507 shares of common stock issuable upon the exercise of warrants at an exercise price of $149.85 per share;
|
|
|
|
|
●
|
4,758 shares of common stock issuable upon the exercise of Series A warrants at an exercise price of $12.4875 per share;
|
|
|
|
|
●
|
5,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $1.25 per share;
|
|
|
|
|
●
|
19,354,838 shares of common stock issuable upon the exercise of warrants at an exercise price of $1.55 per share;
|
|
|
|
|
●
|
15,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $2.00 per share;
|
|
|
|
|
●
|
9,950,250 shares of common stock issuable upon the exercise of warrants at an exercise price of $2.01 per share;
|
|
●
|
5 shares of common stock issuable upon the conversion of 1 outstanding share of Series 4 Convertible Preferred Stock, at a conversion price of $223.20 per share;
|
|
●
|
841 shares of common stock issuable upon conversion of 126 outstanding shares of Series 5 Convertible Preferred Stock, at a conversion price of $149.85 per share;
|
|
|
|
|
●
|
up to 11,061,939 shares of common stock issuable to selected CXApp sellers as earnout shares, subject to the terms and conditions of the CXApp Stock Purchase Agreement; and
|
|
●
|
47,000,000 shares of common stock issuable upon the exercise of the Warrants to be issued in this offering.
|
RISK FACTORS
Before you make a decision to invest in our
securities, you should consider carefully the risks described below, together with other information in this prospectus supplement, the
accompanying base prospectus and the information incorporated by reference herein and therein, including any risk factors contained in
our annual and other reports filed with the SEC. If any of the following events actually occur, our business, operating results, prospects
or financial condition could be materially and adversely affected. This could cause the trading price of our common stock to decline and
you may lose all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently
known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete
loss of your investment.
Risks Related to this Offering
Since we have broad discretion in how we
use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We have not allocated specific
amounts of the net proceeds from this offering for any specific purpose, other than we plan to use such net proceeds for working capital,
general corporate purposes and in furtherance of our corporate strategy which may include investing in, acquiring businesses or technologies
or other strategic transactions to facilitate our long term growth, increase our revenues, enhance our technology and product offerings,
expand our verticals and/or our international presence and global footprint or otherwise enhance our stockholder value. Accordingly, our
management will have flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management
with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether
the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable,
or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business,
financial condition, operating results and cash flow.
You will experience immediate dilution in
the net tangible book value per share of the common stock purchased in the offering or common stock issued upon exercise of the Warrants.
Investors in this offering
will experience immediate dilution in their net tangible book value per share to the extent of the difference between the conversion price
per share of the Series 7 Preferred and the “adjusted” net tangible book value per share after giving effect to the offering.
The exercise of outstanding stock options and warrants, including the Warrants sold in this offering, or the conversion or exchange of
other securities, may result in further dilution of your investment. See the section titled “Dilution” for a more detailed
discussion of the dilution you will incur if you purchase shares in this offering.
Our stock price is volatile, and your investment
may suffer a decline in value.
The closing market price for
our common stock has varied between a high of $2.32 on February 11, 2021, and a low of $0.95 on August 24 and 25, 2021, in the twelve-month
period ended September 10, 2021. During this time, the price per share of common stock has ranged from an intra-day low of $0.86 per share
to an intra-day high of $2.89 per share. As a result of fluctuations in the price of our common stock, you may be unable to sell your
shares at or above the price you paid for them. The market price of our common stock is likely to continue to be volatile and subject
to significant price and volume fluctuations in response to market, industry and other factors, including the risk factors described under
the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2020, our
subsequent Quarterly Reports on Form 10-Q and our subsequent Current Reports on Form 8-K, as applicable, all of which are incorporated
by reference in this prospectus supplement in their entirety. The market price of our common stock may also be dependent upon the valuations
and recommendations of the analysts who cover our business. If the results of our business do not meet these analysts’ forecasts,
the expectations of investors or the financial guidance we provide to investors in any period, the market price of our common stock could
decline.
In addition, the stock markets
in general, and the markets for technology stocks in particular, have experienced significant volatility that has often been unrelated
to the financial condition or results of operations of particular companies. These broad market fluctuations may adversely affect the
trading price of our common stock and, consequently, adversely affect the price at which you could sell the shares that you purchase in
this offering. In the past, following periods of volatility in the market or significant price declines, securities class-action litigation
has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion
of management’s attention and resources, which could materially and adversely affect our business, financial condition, results
of operations and growth prospects.
There is no established public market for
the Series 7 Preferred or the Warrants being offered by us in this offering.
There is no established public
trading market for the Series 7 Preferred or the Warrants being offered in this offering, and we do not expect a market to develop. In
addition, we do not intend to apply to list either the Series 7 Preferred or the Warrants on any national securities exchange or other
nationally recognized trading system, including the Nasdaq Capital Market. Without an active market, the liquidity of the Series 7 Preferred
and the Warrants will be limited.
The shares of Series 7 Preferred are subject
to a holder’s redemption right and requires us to maintain a minimum cash balance.
At any time beginning on the
6-month anniversary of the date the Series 7 Preferred Stock are issued (the “Redemption Triggering Date”) and ending ninety
(90) days thereafter, each holder of such shares may require us to redeem all or part of the Series 7 Preferred Stock then held by such
holder in cash for a redemption price per share equal to the Stated Value plus all accrued but unpaid dividends thereon and all liquidated
damages and other costs, expenses, or amounts due in respect of such shares (the “Redemption Amount”), provided that in certain
instances of our default more particularly described in the Certificate of Designation, the Redemption Amount is increased to 110% of
the Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses, or amounts due in
respect of such shares. If we fail to pay the full Redemption Amount timely, we will be obligated to pay interest thereon at a rate equal
to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from the due date until the Redemption
Amount and all interest thereon are paid in full. Until the earlier of the conversion or redemption of all shares of Series 7 Preferred
Stock and June 14, 2022, we will maintain a cash balance (in the form of cash and cash equivalents equal to the sum of (i) the Stated
Value of all of the shares of Series 7 Preferred Stock then outstanding, (ii) the aggregate amount of any debt (including trade payables)
and other securities that are issued that are senior to, or pari passu with, the Series 7 Preferred Stock, and (iii) the aggregate amount
of monetary judgments with respect to us and our subsidiaries or any of their respective property or assets. As a result, we will be limited
in the amount of cash that we utilize until such requirement lapses. Any limitation in our ability to deploy capital as needed could have
a material adverse effect on our business and operating results.
The Warrants may not have any value.
The Warrants issued in this
offering will be exercisable commencing on the effective date the Capital Event and will expire on the fifth anniversary of the initial
exercise date. The Warrants will have an initial exercise price per share equal to $1.25. In the event that we do not effect a Capital
Event upon which we will have sufficient shares to issue the underlying shares of common stock or the market price of our common stock
does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants may not be exercisable
or exercised and may not have any value.
Holders of our Warrants will have no rights
as a common stockholder until they acquire our common stock.
Until you acquire shares of
our common stock upon exercise of your Warrants, you will have no rights with respect to our common stock. Upon exercise of your Warrants,
you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise
date.
The Company may never have sufficient number
of authorized shares of common stock to honor exercise of the Warrants.
We currently have insufficient
number of authorized shares of common stock to issue upon the exercise of the Warrants and will need to seek stockholder approval to authorize
additional shares of common stock or to effect an alternative corporate action in connection with the potential exercise of the warrants
or any future equity financing transaction we may seek to undertake. Accordingly, we intend to seek approval of an increase in the number
of our authorized shares of common stock at an annual or special meeting of our stockholders. However, we cannot assure you that our stockholders
would authorize an increase in the number of shares of our common stock. Our failure to have a sufficient number of authorized shares
of common stock for issuance upon future exercise of the Warrants could result in an inability of the warrant holders to exercise their
warrants and in our obligation to incur additional continuous expenses to call stockholders’ meeting every four months to seek the
stockholders’ approval, which could adversely affect our business, financial condition, results of operations and prospects.
We have the right to require you to convert
your Series 7 Preferred into common stock in certain circumstances.
We have the right to force
the conversion of all or part of the outstanding shares of Series 7 Preferred to common stock if after the effective date of the Capital
Event (i) the volume weighted average price for each of any 10 consecutive trading day period following such event, exceeds $2.00 per
share (subject to adjustments for splits, dividends, and the like), (ii) the volume for each trading day during any such period exceeds
$2,000,000 of shares of our common stock per trading day; and (iii) we satisfy certain equity conditions, then we may, within 1 trading
day after the end of any such 10 day period, cause each holder to convert all or part of such holder’s Series 7 Preferred Stock.
The covenants of the Certificate of Designation
may limit our operating and financial flexibility and hinder our ability to deploy capital.
Pursuant to the Certificate
of Designation, until the earlier of the conversion or redemption of all Series 7 Preferred Stock and June 14, 2022, we have to maintain
a cash balance (in the form of cash and cash equivalents equal to the sum of (i) the Stated Value of all of the Series 7 Preferred Stock
then outstanding, (ii) the aggregate amount of any debt (including trade payables) and other securities that are issued that are senior
to, or pari passu with, Series 7 Preferred Stock, and (iii) the aggregate amount of monetary judgments with respect to us and our
subsidiaries or any of our respective property or assets. As such, the Certificate of Designation significantly limits our ability to
deploy capital which may leave us with may leave us with insufficient cash resources to operate our business.
If we are required to redeem the shares
of Series 7 Preferred Stock pursuant to the Certificate of Designation, our business, operating results, and financial condition would
be adversely affected.
Pursuant to the Certificate
of Designation, at any time beginning the Redemption Triggering Date and ending ninety (90) days thereafter, each holder of Series 7 Preferred
Stock may require us to redeem all or part of such shares then held by such holder in cash for a redemption price per share equal to the
Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses, or amounts due in respect
of such shares, provided that in certain instances of our default more particularly described in the Certificate of Designation, the such
amount is increased to 110% of the Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs,
expenses, or amounts due in respect of such shares. In the event that we are required to redeem such shares of Series 7 Preferred Stock,
this could have a material adverse effect on our business, financial condition, and results of operations.
Sales of our common stock or other securities,
or the perception that future sales may occur, may cause the market price of our common stock to decline, even if our business is doing
well.
Sales of substantial amounts
of our common stock or other securities, or the perception that these sales may occur, could materially and adversely affect the price
of our common stock and could impair our ability to raise capital through the sale of additional equity securities.
For example, the registration
statement that this prospectus supplement forms a part of allows us to issue any combination of our common stock, preferred stock, warrants,
units, debt securities and subscription rights from time to time until expiry in June 2024 for an aggregate offering price of up to $350
million, subject to certain limitations.
In addition, in connection
with this offering, we are offering 58,750 shares of Series 7 Preferred, which are initially convertible into 47,000,000 shares of common
stock, which amount is approximately 40% of the amount of shares of common stock outstanding as of September 10, 2021, based on 117,331,219
shares outstanding (approximately 80% if you also include the 47,000,000 shares of common stock underlying the Warrants).
Depending on a variety of
factors, including market liquidity of our common stock, the sale of shares under this prospectus supplement may cause the trading price
of our common stock to decline given the amount of shares of common stock that is issued or issuable. The sale of a substantial number
of shares of our common stock under this prospectus supplement, or the anticipation of such sales, could cause the trading price of our
common stock to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a
price that we might otherwise desire.
We had outstanding 117,331,219
shares of common stock as of September 10, 2021, of which 3,082,326 were issued as restricted stock grants to employees and subject to
forfeitures in accordance with their terms. In addition, as September 10, 2021, there were 5 shares issuable upon conversion of 1 share
of Series 4 Convertible Preferred Stock, 841 shares of common stock issuable upon conversion of 126 shares of Series 5 Convertible Preferred
Stock, 49,398,338 shares subject to outstanding warrants, 12,120,200 shares subject to outstanding options under the Company’s equity
incentive plans, 1 share subject to an option not under such plans and up to an additional 2,274,466 shares of common stock which may
be issued under the Company’s 2018 Employee Stock Incentive Plan that will become, or have already become, eligible for sale in
the public market to the extent permitted by any applicable vesting requirements, lock-up agreements, if any, Rule 144 under the Securities
Act or in connection with their registration under the Securities Act. The issuance or sale of such shares could depress the market price
of our common stock. In the future, we also may issue our securities if we need to raise additional capital. The number of new shares
of our common stock issued in connection with raising additional capital could constitute a material portion of the then-outstanding shares
of our common stock.
Our stockholders may experience substantial
dilution in the value of their investment if we issue additional shares of our capital stock.
Our articles of incorporation
allows us to issue up to 250,000,000 shares of our common stock, par value $0.001 per share, and to issue and designate the rights of,
without stockholder approval, up to 5,000,000 shares of preferred stock, par value $0.001 per share. To raise additional capital, we may
in the future sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock at
prices that are lower than the prices paid by existing stockholders, and investors purchasing shares or other securities in the future
could have rights superior to existing stockholders, which could result in substantial dilution to the interests of existing stockholders.
In addition, to the extent
that outstanding stock options or warrants have been or may be exercised or preferred stock converted or other shares issued, you may
experience further dilution.
We may issue debt and equity securities
or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation,
which could negatively affect the value of our common stock.
In the future, we may attempt
to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by up to all of our assets,
or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term
notes, senior notes, subordinated notes, guarantees, preferred stock, hybrid securities, or securities convertible into or exchangeable
for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive distributions
of our available assets before distributions to the holders of our common stock. Because our decision to incur debt and issue securities
in future offerings may be influenced by market conditions and other factors beyond our control, we cannot predict or estimate the amount,
timing or nature of our future offerings or debt financings. Further, market conditions could require us to accept less favorable terms
for the issuance of our securities in the future.
If our common stock is delisted,
market liquidity for our common stock could be severely affected and our stockholders’ ability to sell their shares of our common
stock could be limited. A delisting of our common stock from Nasdaq would negatively affect the value of our common stock. A delisting
of our common stock could also adversely affect our ability to obtain financing for our operations and could result in the loss of confidence
in our company.
If our common stock becomes subject to the
penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules
that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain
automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or system. If we do not retain a listing on The Nasdaq Capital Market, and if the price of our common stock is less than
$5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock
not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition,
the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;
and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
USE OF PROCEEDS
We estimate that the net proceeds
from our issuance and sale of the securities offered pursuant to this prospectus supplement will be approximately $50.6 million after
deducting the placement agent fees, discounts and commissions and estimated offering expenses payable by us.
We currently intend to use
the net proceeds from this offering primarily for working capital, general corporate purposes and in furtherance of our corporate strategy
which may include investing in, acquiring businesses or technologies or other strategic transactions to facilitate our long term growth,
increase our revenues, enhance our technology and product offerings, expand our verticals and/or our international presence and global
footprint or enhance our shareholder value. We have not entered into any definitive agreements with respect to any acquisitions as of
the date of this prospectus supplement. Pending application of the net proceeds as described above, we may invest the net proceeds of
this offering in short-term, investment-grade, interest-bearing securities.
If the Warrants that we are
offering are fully exercised for cash, we will receive additional proceeds of up to approximately $58.8 million. We cannot predict when
or if such Warrants will be exercised. It is possible that either some or all of the Warrants may expire and may never be exercised.
We have broad discretion in
determining how the proceeds of this offering will be used, and our discretion is not limited by the aforementioned possible uses. Our
board of directors believes the flexibility in application of the net proceeds is prudent. See the section entitled “Risk Factors—Risks
Relating to this Offering—Since we have broad discretion in how we use the proceeds from this offering, we may use the proceeds
in ways with which you disagree.”
CAPITALIZATION
The following table sets forth
our cash, cash equivalents and short-term investments and capitalization as of June 30, 2021:
|
●
|
on an actual basis as of June 30, 2021; and
|
|
|
|
|
●
|
on a pro forma as adjusted basis to give effect to the sale of 58,750 shares of Series 7 Preferred Stock and related Warrants in this offering at a subscription amount of $920, representing an original issue discount of 8% of the Stated Value, after deducting the placement agent fees and estimated offering expenses payable by us. The table below does not reflect the conversion of any shares of Series 7 Preferred Stock. In addition, the table does not take into account the exercise of the Warrants and, as a result, no value is attributed to the Warrants, and the Warrants are classified and accounted for as equity.
|
You should read this table
together with the section of this prospectus titled “Use of Proceeds,” as well as our consolidated financial statements
and the related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2021, each of which is incorporated by reference herein.
|
|
As of
June 30, 2021
(in thousands, except number of
shares and par value data)
|
|
|
|
Actual
|
|
|
Pro
Forma As
Adjusted
|
|
Cash, cash equivalents and short-term investments
|
|
$
|
70,215
|
|
|
$
|
120,857
|
|
Mezzanine Equity:
|
|
|
|
|
|
|
|
|
Series 7 Convertible Preferred Stock – 58,750 shares authorized; 0 and 58,750 shares issued and outstanding, actual and pro forma as adjusted
|
|
|
-
|
|
|
|
50,642
|
|
Total Mezzanine Equity
|
|
|
-
|
|
|
|
50,642
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
Preferred stock - $0.001 par value; 5,000,000 shares authorized, consisting of Series 4 Convertible Preferred Stock - 10,415 shares authorized; 1 and 1 issued and outstanding, actual and pro forma as adjusted, Series 5 Convertible Preferred Stock - 12,000 shares authorized; 126 issued and outstanding, actual and pro forma as adjusted
|
|
|
-
|
|
|
|
-
|
|
Common Stock - $0.001 par value; 250,000,000 shares authorized; 116,454,027 and 116,454,027 outstanding, actual and pro forma as adjusted
|
|
|
116
|
|
|
|
116
|
|
Additional paid-in capital
|
|
|
322,196
|
|
|
|
322,196
|
|
Treasury stock, at cost, 1 shares
|
|
|
(695
|
)
|
|
|
(695
|
)
|
Accumulated other comprehensive income
|
|
|
52
|
)
|
|
|
52
|
|
Accumulated deficit
|
|
|
(178,931
|
)
|
|
|
(178,931
|
)
|
Stockholders’ Equity Attributable to Inpixon
|
|
|
142,738
|
|
|
|
142,738
|
|
Non-controlling Interest
|
|
|
2,748
|
|
|
|
2,748
|
|
Total Stockholders’ Equity
|
|
|
145,486
|
|
|
|
145,486
|
|
Total Mezzanine Equity and Stockholders’ Equity
|
|
|
145,486
|
|
|
|
196,128
|
|
The foregoing table is based
on 116,454,027 shares of our common stock outstanding as of June 30, 2021, and, excludes, as of that date, the following:
|
●
|
84 shares of common stock issuable upon the exercise of outstanding stock options under our 2011 Employee Stock Incentive Plan, having a weighted average exercise price of $1,282,568.93 per share;
|
|
●
|
6,847,792 shares of common stock issuable upon the exercise of outstanding stock options under our 2018 Employee Stock Incentive Plan, having a weighted average exercise price of $2.39 per share;
|
|
●
|
1 share of common stock issuable upon the exercise of outstanding stock options not under our 2011 or 2018 Employee Stock Incentive Plan, having a weighted average exercise price of $1,952,678.70 per share;
|
|
●
|
5,317,769 shares of common stock available for future issuance under our 2011 Employee Stock Incentive Plan and any other additional shares of our common stock that may become available under our 2011 Employee Stock Incentive Plan;
|
|
●
|
5,709,293 shares of common stock available for future issuance under our 2018 Employee Stock Incentive Plan and any other additional shares of our common stock that may become available under our 2018 Employee Stock Incentive Plan;
|
|
●
|
4 shares of common stock issuable upon the exercise of warrants at an exercise price of $16,200 per share;
|
|
|
|
|
●
|
24 shares of common stock issuable upon the exercise of warrants at an exercise price of $29,700 per share;
|
|
|
|
|
●
|
340 shares of common stock issuable upon the exercise of warrants at an exercise price of $5,400 per share;
|
|
|
|
|
●
|
24,055 shares of common stock issuable upon the exercise of warrants at an exercise price of $1,141.20 per share;
|
|
|
|
|
●
|
61,562 shares of common stock issuable upon the exercise of warrants at an exercise price of $223.20 per share;
|
|
|
|
|
●
|
2,507 shares of common stock issuable upon the exercise of warrants at an exercise price of $149.85 per share;
|
|
|
|
|
●
|
4,758 shares of common stock issuable upon the exercise of Series A warrants at an exercise price of $12.4875 per share;
|
|
|
|
|
●
|
5,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $1.25 per share;
|
|
|
|
|
●
|
19,354,838 shares of common stock issuable upon the exercise of warrants at an exercise price of $1.55 per share;
|
|
|
|
|
●
|
15,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $2.00 per share;
|
|
|
|
|
●
|
9,950,250 shares of common stock issuable upon the exercise of warrants at an exercise price of $2.01 per share;
|
|
●
|
5 shares of common stock issuable upon the conversion of 1 outstanding share of Series 4 Convertible Preferred Stock, at a conversion price of $223.20 per share;
|
|
●
|
841 shares of common stock issuable upon conversion of 126 outstanding shares of Series 5 Convertible Preferred Stock, at a conversion price of $149.85 per share;
|
|
|
|
|
●
|
up to 11,061,939 shares of common stock issuable to selected CXApp sellers as earnout shares, subject to the terms and conditions of the CXApp Stock Purchase Agreement; and
|
|
●
|
47,000,000 shares of common stock issuable upon the exercise of the Warrants to be issued in this offering.
|
DILUTION
If you invest in our securities,
your ownership interest will be diluted to the extent of the difference between the conversion price per share of the Series 7 Preferred
Stock and the as adjusted net tangible book value per share of our common stock immediately after completion of this offering.
Our historical net tangible
book value as of June 30, 2021 was approximately $81.6 million, or $0.70 per share. We calculate net tangible book value per share by
dividing our net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common
stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of
common stock in this offering and the as adjusted net tangible book value per share of common stock immediately after giving effect to
this offering.
After giving effect to the
sale by us of 58,750 shares of Series 7 Preferred Stock at a subscription amount of $920, representing an original issue discount of 8%
of the Stated Value, for aggregate gross proceeds of approximately $50.6 million in this offering, after deducting the placement agent’s
fees and expenses, resulting in the issuance of 58,750 shares of our Series 7 Preferred Stock, our as adjusted net tangible book value
as of June 30, 2021 would have been approximately $132.3 million, or $0.81 per share. This represents an immediate increase in net tangible
book value of $0.11 per share to our existing stockholders and an immediate dilution of $0.44 per share to the investors participating
in this offering.
The following table illustrates
this per share dilution to the new investor purchasing the securities in this offering:
Conversion price per share of Series 7 Preferred Stock
|
|
|
|
|
|
$
|
1.25
|
|
Historical net tangible book value per share as of June 30, 2021
|
|
$
|
0.70
|
|
|
|
|
|
Increase in as adjusted net tangible book value per share attributable to the investors purchasing shares in this offering
|
|
$
|
0.11
|
|
|
|
|
|
As adjusted net tangible book value per share as of June 30, 2021, after giving effect to this offering
|
|
|
|
|
|
$
|
0.81
|
|
Dilution per share to the investors in this offering
|
|
|
|
|
|
$
|
(0.44
|
)
|
The number of shares of our
common stock that will be outstanding after this offering is based on 116,454,027 shares of our common stock, as of June 30, 2021, and,
unless otherwise indicated, excludes, as of that date, the following:
|
●
|
84 shares of common stock issuable upon the exercise of outstanding stock options under our 2011 Employee Stock Incentive Plan, having a weighted average exercise price of $1,282,568.93 per share;
|
|
●
|
6,847,792 shares of common stock issuable upon the exercise of outstanding stock options under our 2018 Employee Stock Incentive Plan, having a weighted average exercise price of $2.39 per share;
|
|
●
|
1 share of common stock issuable upon the exercise of outstanding stock options not under our 2011 or 2018 Employee Stock Incentive Plan, having a weighted average exercise price of $1,952,678.70 per share;
|
|
●
|
5,317,769 shares of common stock available for future issuance under our 2011 Employee Stock Incentive Plan and any other additional shares of our common stock that may become available under our 2011 Employee Stock Incentive Plan;
|
|
●
|
5,709,293 shares of common stock available for future issuance under our 2018 Employee Stock Incentive Plan and any other additional shares of our common stock that may become available under our 2018 Employee Stock Incentive Plan;
|
|
●
|
4 shares of common stock issuable upon the exercise of warrants at an exercise price of $16,200 per share;
|
|
|
|
|
●
|
24 shares of common stock issuable upon the exercise of warrants at an exercise price of $29,700 per share;
|
|
|
|
|
●
|
340 shares of common stock issuable upon the exercise of warrants at an exercise price of $5,400 per share;
|
|
|
|
|
●
|
24,055 shares of common stock issuable upon the exercise of warrants at an exercise price of $1,141.20 per share;
|
|
|
|
|
●
|
61,562 shares of common stock issuable upon the exercise of warrants at an exercise price of $223.20 per share;
|
|
|
|
|
●
|
2,507 shares of common stock issuable upon the exercise of warrants at an exercise price of $149.85 per share;
|
|
|
|
|
●
|
4,758 shares of common stock issuable upon the exercise of Series A warrants at an exercise price of $12.4875 per share;
|
|
|
|
|
●
|
5,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $1.25 per share;
|
|
|
|
|
●
|
19,354,838 shares of common stock issuable upon the exercise of warrants at an exercise price of $1.55 per share;
|
|
|
|
|
●
|
15,000,000 shares of common stock issuable upon the exercise of warrants at an exercise price of $2.00 per share;
|
|
|
|
|
●
|
9,950,250 shares of common stock issuable upon the exercise of warrants at an exercise price of $2.01 per share;
|
|
●
|
5 shares of common stock issuable upon the conversion of 1 outstanding share of Series 4 Convertible Preferred Stock, at a conversion price of $223.20 per share;
|
|
●
|
841 shares of common stock issuable upon conversion of 126 outstanding shares of Series 5 Convertible Preferred Stock, at a conversion price of $149.85 per share;
|
|
|
|
|
●
|
up to 11,061,939 shares of common stock issuable to selected CXApp sellers as earnout shares, subject to the terms and conditions of the CXApp Stock Purchase Agreement; and
|
|
●
|
47,000,000 shares of common stock issuable upon the exercise of the Warrants to be issued in this offering.
|
To the extent that the outstanding
options or warrants are exercised or preferred stock converted, new investors will experience further dilution. In addition, we may choose
to raise additional capital due to market conditions or strategic considerations. To the extent that additional capital is raised through
the sale of securities, the issuance of those securities could result in further dilution to our stockholders.
DESCRIPTION OF SECURITIES WE ARE OFFERING
The following description
is a summary of some of the terms of our securities, our organizational documents and Nevada law. The descriptions in this prospectus
supplement and the accompanying prospectus of our securities and our organizational documents do not purport to be complete and are subject
to, and qualified in their entirety by reference to, our organizational documents, copies of which have been or will be filed or incorporated
by reference as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus form a part.
This summary supplements the description of our capital stock in the accompanying prospectus and, to the extent it is inconsistent, replaces
the description in the accompanying prospectus.
In this offering, we are offering
58,750 shares of Series 7 Preferred Stock and Warrants initially exercisable to purchase up to 47,000,000 shares of our common stock.
We are also offering 47,000,000 shares of our common stock issuable upon conversion of the Series 7 Preferred Stock pursuant to this prospectus
supplement and the accompanying prospectus.
Common Stock
Under our articles of incorporation,
as amended, we are authorized to issue up to 250,000,000 shares of common stock, par value $0.001 per share. As of September 10, 2021,
117,331,219 shares of common stock were issued and outstanding. The material terms and provisions of our common stock are described under
the caption “Description of Securities That May Be Offered” beginning on page 6 of the accompanying prospectus.
Preferred Stock
Under our articles of incorporation,
as amended, we are authorized to issue up to 5,000,000 shares of preferred stock in one or more series and with rights and preferences
that may be fixed or designated by our board of directors without any further action by our stockholders. Each series of preferred stock
will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges
as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences,
conversion rights and preemptive rights. Prior to the consummation of this offering, there were 127 shares of our preferred stock issued
and outstanding, consisting of 1 share designated as Series 4 Convertible Preferred Stock, which is convertible into 5 shares of common
stock, and 126 shares designated as Series 5 Convertible Preferred Stock, which are convertible into 841 shares of common stock.
Series 7 Convertible Preferred Stock Being
Issued in this Offering
The following summary of certain
terms and provisions of the Series 7 Preferred Stock offered in this offering is subject to, and qualified in its entirety by reference
to, the terms and provisions set forth in our Certificate of Designation which was attached as an exhibit to our Current Report on Form
8-K filed with the SEC on September 13, 2021 in connection with the offering and incorporated by reference into the registration statement
of which this prospectus supplement and the accompanying base prospectus form a part, for a complete description of the terms and conditions
of the Series 7 Preferred Stock.
Stated Value; Conversion.
Each share of Series 7 Preferred Stock shall have an initial Stated Value of $1,000 per share and is convertible at any time at the option
of the holder into shares of our common stock, subject to certain beneficial ownership limitations (to the extent that the holder, together
with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or, upon election by a holder prior to
issuance, 9.99%) of the outstanding shares of common stock after conversion (the “Beneficial Ownership Limitation”)) as provided
in the Certificate of Designation. The initial conversion price is $1.25 per share, subject to appropriate adjustment in the event of
certain stock dividends and distributions, stock splits, stock combinations and reclassifications, and other similar events affecting
the common stock. In the event the Series 7 Preferred are not converted timely pursuant to the Certificate of Designation, the Company
will be obligated to remit certain cash payments to the converting holder of Series 7 Preferred Stock as liquidated damages. Additionally,
if after the effective date of the Capital Event (i) the volume weighted average price for each of any 10 consecutive trading day period
following such event, exceeds $2.00 per share (subject to adjustments for splits, dividends, and the like); (ii) the volume for each trading
day during any such period exceeds $2,000,000 of shares of common stock per trading day; and (iii) the Company satisfies certain Equity
Conditions (as defined in the Certificate of Designation), we may elect to mandatorily convert all or a portion of the outstanding Series
7 Preferred Stock (any such portion to be pro-rated across all holders thereof) at the then prevailing conversion price.
Redemption. At any
time beginning on the 6-month anniversary of the date the shares of Series 7 Preferred Stock are issued (the “Redemption Triggering
Date”) and ending ninety (90) days thereafter, each holder of such shares may require us to redeem all or part of the shares of
Series 7 Preferred Stock then held by such holder in cash for a redemption price per share equal to the Stated Value plus all accrued
but unpaid dividends thereon and all liquidated damages and other costs, expenses, or amounts due in respect of such shares (the “Redemption
Amount”), provided that in certain instances of our default more particularly described in the Certificate of Designation, the Redemption
Amount is increased to 110% of the Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs,
expenses, or amounts due in respect of such shares. If we fail to pay the full redemption amount timely, it will be obligated to pay interest
thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from the due date
until the redemption amount and all interest thereon are paid in full. Correspondingly, beginning on the Redemption Triggering Date for
so long as the shares of Series 7 Preferred Stock remain outstanding, we have the right to redeem all or part of such shares then held
by a holder for the Redemption Amount, subject to Equity Conditions. In the event, we elect to exercise our redemption right, the holder
will have an option to convert the shares of Series 7 Preferred Stock subject to redemption into the common stock in accordance with the
Certificate of Designation within thirty (30) days following a written notice sent to the holder. Upon the receipt of the pertinent Redemption
Amount, the holder of the Series 7 Preferred Stock will forfeit 75% of the Warrants issued.
Until the earlier of the conversion
or redemption of all Series 7 Preferred Stock and June 14, 2022, we will maintain a cash balance (in the form of cash and cash equivalents
equal to the sum of (i) the Stated Value of all of the Series 7 Preferred Stock then outstanding, (ii) the aggregate amount of any debt
(including trade payables) and other securities that are issued that are senior to, or pari passu with, the Series 7 Preferred Stock,
and (iii) the aggregate amount of monetary judgments with respect to us and our subsidiaries or any of their respective property or assets.
Voting Rights. The
holders of the Series 7 Preferred Stock have full voting rights and powers, except as otherwise required by our articles of incorporation,
as amended, or applicable law. The holders of Series 7 Preferred Stock shall vote together with all other classes and series of our stock
as a single class on all actions to be taken by our stockholders. Each holder of the Series 7 Preferred Stock shall be entitled to the
number of votes equal to the number of shares of our common stock into which the shares of Series 7 Preferred Stock then held by such
holder could be converted on the record date for the vote which is being taken, provided, however, that the voting power of a holder together
with its Attribution Parties (as defined in the Certificate of Designation), may not exceed 19.99% (or such greater percentage allowed
by the Nasdaq Listing Rules without any shareholder approval requirements). Fractional votes are not permitted and, with respect to each
holder of Shares, any fractional voting rights resulting from the above (after aggregating all shares of common stock into which the shares
of Series 7 Preferred Stock held by a holder could be converted) shall be rounded down to the nearest whole number. Any amendment to our
articles of incorporation, as amended, bylaws, or the Certificate of Designation that adversely alters the powers, preferences, and rights
of the holders of the Series 7 Preferred Stock requires the approval of the holders of 51% in Stated Value of the then outstanding shares
of Series 7 Preferred Stock.
Liquidation. In the
event of liquidation, dissolution, or winding up of the Company, the holders are entitled to receive out of the assets of the Company
an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and
owing thereon, prior to distribution to holders of securities ranking junior to the Series 7 Preferred Stock. If our assets are insufficient
to pay in full such amounts, then the entire assets to be distributed to the holders of the Series 7 Preferred Stock shall be ratably
distributed among them in accordance with the respective amounts that would be payable on the Series 7 Preferred Stock if all amounts
payable thereon were paid in full.
Fundamental Transaction.
In the event of the occurrence of a Fundamental Transaction (as defined in the Certificate of Designation, including but not limited to
the disposition of substantially all assets, certain reclassifications or recapitalizations of our common stock, and certain dispositions
of our assets), the holders of Series 7 Preferred Stock will be entitled to receive, upon any subsequent conversion of Series 7 Preferred
Stock, the kind and amount of securities, cash, or other property that the holders would have received had they converted the Series 7
Preferred Stock to our common stock immediately prior to such event.
Waiver; Amendment.
The powers (including voting powers), if any, of the Series 7 Preferred Stock and the preferences and relative, participating, optional,
special or other rights, if any, and the qualifications, limitations or restrictions, if any, of the Series 7 Preferred Stock may be waived
as to all shares of Series 7 Preferred in any instance (without the necessity of calling, noticing or holding a meeting of stockholders)
by the written consent or agreement of the holders of at least a majority of the shares of Series 7 Preferred Stock then outstanding,
consenting or agreeing separately as a single class; provided that if any amendment, modification or waiver disproportionately and adversely
impacts a holder (or group of holders), the consent of such disproportionately impacted holder (or group of holders) shall also be required
(it being understood that any amendment to Section 8(a) (Optional Redemption at the Election of the Holder) or Section 10(b) (Negative
Covenants) of the Certificate of Designation shall require the consent of all holders).
Series 4 Convertible Preferred Stock and Series
5 Convertible Preferred Stock
The material terms and provisions
of our Series 4 Convertible Preferred Stock and Series 5 Convertible Preferred Stock are described under the caption “Description
of Securities That May Be Offered” beginning on page 6 of the accompanying prospectus.
Warrants Being Issued in this Offering
The following is a summary
of the material terms and provisions of the Warrants that are being offered hereby. This summary is subject to and qualified in its entirety
by the form of Warrants, which has been provided to the investor in this offering and which was filed with the SEC as an exhibit to a
Current Report on Form 8-K in connection with this offering and incorporated by reference into the registration statement of which this
prospectus supplement and the accompanying prospectus form a part. Prospective investors should carefully review the terms and provisions
of the form of Warrant for a complete description of the terms and conditions of the Warrants.
Duration and Exercise Price.
The Warrants have an exercise price of $1.25 per share, will be exercisable commencing on the effective date upon which we have sufficient
authorized shares of common stock to permit the full exercise of the Warrants (a “Capital Event”), and will expire five years
from the initial exercise date. The exercise price and numbers of shares of common stock issuable upon exercise are subject to appropriate
adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. Warrants will
be issued in certificated form only.
Exercisability. The
Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied
by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise
as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Warrants to the extent
that the holder would own more than 4.99% (or, upon election of a purchaser prior to the issuance of any shares, 9.99%) of our outstanding
common stock immediately after exercise, except that upon notice from the holder to us, the holder may decrease or increase the limitation
of ownership of outstanding stock after exercising the holder’s Warrants up to 9.99% of the number of shares of our 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, provided that any increase in such limitation shall not be effective until 61 days following notice to us.
Cashless Exercise.
If, at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying
the Warrants under the Securities Act, is not then effective or available for the issuance of such shares, then in lieu of making the
cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect
instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a
formula set forth in the Warrant.
Transferability. A
Warrant may be transferred at the option of the holder upon surrender of the Warrant to us together with the appropriate instruments of
transfer.
Fractional Shares.
No fractional shares of common stock will be issued upon the exercise of the Warrants. Rather, the number of shares of common stock to
be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading Market. There
is no established trading market for any of the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing
for any of the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the
liquidity of the Warrants will be limited.
Rights as a Stockholder.
Except as otherwise provided in the Warrants or by virtue of the holders’ ownership of shares of our common stock, the holders of
Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until such Warrant holders
exercise their Warrants.
Fundamental Transaction.
In the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or
reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person
or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Warrants
will be entitled to receive upon exercise of the Purchase Warrants the kind and amount of securities, cash or other property that the
holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.
Waivers and Amendments.
No term of the Warrants may be amended or waived without the written consent of the Company and holders of a majority of the then outstanding
Warrants (based on the number of shares of common stock then underlying such Warrants), provided that if any amendment, modification or
waiver disproportionately and adversely impacts a holder (or group of holders), the consent of such disproportionately impacted holder
(or group of holders) shall also be required.
PLAN OF DISTRIBUTION
Maxim Group LLC, which we
refer to herein as the placement agent, has agreed to act as our exclusive placement agent in connection with this offering subject to
the terms and conditions of the placement agency agreement dated September 13, 2021. The placement agent is not purchasing or selling
any of the securities offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number
or dollar amount of shares of our securities, but has agreed to use its reasonable best efforts to arrange for the sale of all of the
shares of our common stock offered hereby. We entered into a securities purchase agreement, dated September 13, 2021 (the “Purchase
Agreement”), directly with the institutional investors in connection with this offering for the sale of an aggregate of 58,750 shares
of Series 7 Preferred Stock and related Warrants to purchase up to 47,000,000 shares of our common stock for the aggregate subscription
amount of $54,050,000. We may not sell the entire amount of shares of Series 7 Preferred Stock and Warrants offered pursuant to this prospectus
supplement. We will make offers only to a limited number of qualified institutional buyers and accredited investors. The placement agent
may retain sub-agents and selected dealers in connection with this offering.
We have agreed to indemnify
the placement agent against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the placement
agent may be required to make in respect thereof.
We expect to deliver the securities
being offered pursuant to this prospectus supplement on or September 15, 2021.
Fees and Expenses
We have agreed to pay the
placement agent a cash fee equal to 6.0% of the gross proceeds of this offering.
The following table shows
per share and total cash placement agent’s fees we will pay to the placement agent in connection with the sale of the Preferred
Stock and Warrants pursuant to this prospectus supplement and the accompanying prospectus assuming the purchase of all of the Preferred
Stock and Warrants offered hereby.
|
|
Per share of Series 7 Preferred Stock and Related Warrants
|
|
|
Total
|
|
Offering price
|
|
$
|
1,000.00
|
|
|
$
|
58,750,000
|
|
8% Original Issue Discount(1)
|
|
$
|
80.00
|
|
|
$
|
4,700,000
|
|
Placement Agent’s fees
|
|
$
|
55.20
|
|
|
$
|
3,243,000
|
|
Proceeds, before expenses, to us(2)
|
|
$
|
864.80
|
|
|
$
|
50,807,000
|
|
(1)
|
Each share of Series 7 Preferred Stock and related Warrants are being sold together at a subscription amount of $920.00, representing an original issue discount of 8% of the Stated Value.
|
|
|
(2)
|
The above summary of offering proceeds does not give effect to any proceeds from the exercise of the Warrants.
|
We estimate that the total
expenses of the offering payable by us, excluding the placement agent fees, will be approximately $165,000, which includes up to $50,000
of legal fees and expenses that we have agreed to reimburse the placement agent in connection with this offering.
The placement agency agreement
provides that the obligations of the placement agent, and the Purchase Agreement provides that the obligations of the purchasers in the
offering, are subject to certain customary conditions precedent, including the receipt of customary legal opinions, letters and certificates
and the absence of any material adverse change in our business. The placement agency agreement and the Purchase Agreements also contain
customary representations and warranties that must be true and correct as of the closing.
The placement agent may be
deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit
realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act
and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the
Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of common stock by the placement agent
acting as principal. Under these rules and regulations, the placement agent:
|
●
|
may not engage in any stabilization activity in connection with our securities; and
|
|
●
|
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
|
This prospectus supplement
and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by
the placement agent or by an affiliate. Other than this prospectus supplement and the accompanying prospectus, the information on the
placement agent’s website and any information contained in any other website maintained by the placement agent is not part of this
prospectus supplement and the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying
prospectus form a part, has not been approved and/or endorsed by us or the placement agent, and should not be relied upon by investors.
In connection with this offering
and pursuant to the terms of the Purchase Agreement, the purchasers of the securities in this offering (each a “holder”) agreed
not to convert, sell, dispose or otherwise transfer, directly or indirectly any shares of Series 7 Preferred Stock from the date of the
Purchase Agreement until the 5th trading day following the closing of this offering.
Pursuant to the Purchase Agreement,
subject to certain exceptions (“Exempt Issuances”), we have agreed not to (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of our common stock or securities convertible into our common stock or (ii) file
any registration statement or any amendment or supplement thereto, other than this prospectus supplement or a registration statement on
Form S-8, until the thirtieth (30th) day after the effective date of a Capital Event (such period, the “Standstill Period”).
Pursuant to the Purchase Agreement, we have also agreed not to enter into any “variable rate transactions” so long as any
purchaser holds any Warrants other than the issuance of our shares of common stock in an “at-the-market” offering; provided,
that any such issuance shall not occur until the expiration of the Standstill Period.
The foregoing does not purport
to be a complete statement of the terms and conditions of the placement agency agreement and the Purchase Agreement. A copy of the Purchase
Agreement with the purchasers will be included as an exhibit to our Current Report on Form 8-K to be filed with the SEC and incorporated
by reference into the registration statement of which this prospectus supplement and the accompanying prospectus form a part.
No action has been or will
be taken in any jurisdiction (except in the United States) that would permit a public offering of the securities offered by this prospectus
supplement and accompanying prospectus, or the possession, circulation or distribution of this prospectus supplement and accompanying
prospectus or any other material relating to us or the securities offered hereby in any jurisdiction where action for that purpose is
required. Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly, and neither of this prospectus
supplement and accompanying prospectus nor any other offering material or advertisements in connection with the securities offered hereby
may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations
of any such country or jurisdiction. The placement agent may arrange to sell securities offered by this prospectus supplement and accompanying
prospectus in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so.
Stabilizing Transactions
The placement agent has informed
us that it does not intend to engage in overallotment, stabilizing transactions or syndicate covering transactions in connection with
this offering.
Listing
The transfer agent and registrar
for our common stock is Computershare Trust Company, N.A.
Our shares of common stock
are listed on the Nasdaq Capital Market under the symbol “INPX.” None of the Series 7 Preferred Stock or the Warrants
will be listed on any national securities exchange or other trading market.
Other Relationships
The placement agent and its
affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of
business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
LEGAL MATTERS
The validity of the securities
offered hereby will be passed upon for us by Mitchell Silberberg & Knupp LLP (“MSK”), New York, New York. As of the date
of this prospectus supplement, MSK and certain principals of the firm own securities of our company representing in the aggregate less
than five percent of the shares of our common stock outstanding immediately prior to the filing of this prospectus supplement. Although
MSK is not under any obligation to accept shares of our common stock in payment for services, it may do so in the future. The placement
agent is being represented in connection with this offering by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
Marcum LLP, independent registered
public accounting firm, has audited our consolidated financial statements for the years ended December 31, 2020 and 2019 included in our
Annual Report on Form 10-K for the year ended December 31, 2020, as set forth in their report, which is incorporated by reference
in this prospectus. Our consolidated financial statements are incorporated by reference in reliance on Marcum LLP, given on their authority
as experts in accounting and auditing.
ECOVIS Audit AG, independent
registered public accounting firm, has audited the financial statements of nanotron Technologies GmbH as of December 31, 2019 and for
the year ended December 31, 2019, included in our Current Report on Form 8-K/A filed with the SEC on January 15, 2021, as set forth in
their report, which is incorporated herein by reference in this prospectus. Such financial statements are incorporated by reference in
reliance on ECOVIS Audit AG, given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-3 under the Securities Act, with respect to the securities
covered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set
forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the
securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration statement. The
SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of the website is http://www.sec.gov.
We are subject to the information
and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy statements and other
information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the
website of the SEC referred to above. We maintain a website at http://www.inpixon.com. You may access our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically
filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated
into and are not a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them, which means that we can disclose important information by referring you to those
documents. The information incorporated by reference is considered to be part of the accompanying base prospectus, and information that
we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed
below:
|
●
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021;
|
|
|
|
|
●
|
Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021, as filed with the SEC on May 17, 2021 and August 16, 2021, respectively;
|
|
|
|
|
●
|
our Current Reports on Form 8-K, as filed with the SEC on January 25, 2021 (other than any portion of the filing that is furnished rather than filed pursuant to Item 7.01), February 12, 2021 (other than any portion of the filing that is furnished rather than filed pursuant to Item 7.01), February 17, 2021 (other than any portion of the filing that is furnished rather than filed pursuant to Item 7.01), February 26, 2021, March 19, 2021, April 14, 2021, April 29, 2021, May 6, 2021 and September 13, 2021 and on Form 8-K/A, as filed with the SEC on January 15, 2021, April 23, 2021 and July 15, 2021; and
|
|
|
|
|
●
|
the description of our common stock included in our Registration Statement on Form 8-A, as filed with the SEC on April 7, 2014 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
|
In addition, all filed information
contained in reports and documents filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this prospectus supplement and before the termination or completion of this offering, shall be deemed to be incorporated by
reference in this prospectus supplement. Any statement contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in
any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.
We will provide, without charge,
to each person to whom a copy of this prospectus supplement is delivered, including any beneficial owner, upon the written or oral request
of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed
to:
Inpixon
Attn: Secretary
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
(408) 702-2167
In addition, you may obtain
a copy of these filings from the SEC as described in the section entitled “Where You Can Find More Information.”
PROSPECTUS
$350,000,000
Common Stock
Preferred Stock
Subscription Rights
Units
Warrants
Debt Securities
By this prospectus and
an accompanying prospectus supplement, we may from time to time offer and sell, in one or more offerings, up to $350,000,000 in any combination
of common stock, preferred stock, warrants, units, debt securities and subscription rights.
We will provide you with
more specific terms of these securities in one or more supplements to this prospectus. We may also authorize one or more free-writing
prospectuses to be provided to you in connection with these offerings. You should read this prospectus and any applicable prospectus supplement
or free writing prospectus, as well as any documents incorporated by reference carefully before you invest.
We may offer these securities
from time to time in amounts, at prices and on other terms to be determined at the time of offering. We may offer and sell these securities
to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis. The supplements to this prospectus
will provide the specific terms of the plan of distribution. The price to the public of such securities and the net proceeds we expect
to receive from such sale will also be set forth in a prospectus supplement.
This prospectus also
relates to an aggregate of 49,394,058 shares of our common stock, par value $0.001 per share, including shares of common stock issuable
upon (1) the conversion of 1 outstanding share of Series 4 convertible preferred stock (the “Series 4 Preferred Stock”), (2)
the conversion of 126 outstanding shares of Series 5 convertible preferred stock (the “Series 5 Preferred Stock”), (3) the
exercise of February 2018 Warrants (as defined and described below), (4) the exercise of the April 2018 Warrants (as defined below), (5)
the exercise of the January 2019 Warrants (as defined below), (6) the exercise of the November 2020 Warrants (as defined below), (7) the
exercise of the January 2021 Warrants (as defined below), (8) the exercise of the First February 2021 Warrants (as defined below) and
(9) the exercise of the Second February 2021 Warrants (as defined below), each of which were previously registered by us in June 2018.
The Series 4 Preferred
Stock and the April 2018 Warrants were originally issued in our public offering of securities consummated on April 24, 2018 (the “April
2018 Offering”). Under the April 2018 Offering, we (i) issued 10,115 shares of Series 4 Preferred Stock, par value $0.001 per share,
with a stated value of $1,000 and initially convertible into an aggregate of 21,989,160 shares of our common stock, at a conversion price
of $0.46 per share (subject to adjustment), and (ii) warrants to purchase an aggregate of 21,989,160 shares of common stock at an exercise
price of $0.67 per share (subject to adjustment) (the “April 2018 Warrants”). As of June 1, 2021, there was 1 share of Series
4 Preferred Stock outstanding, convertible into 5 shares of our common stock. As of June 1, 2021, April 2018 Warrants to purchase an aggregate
of 61,562 shares of common stock have not been exercised and will expire five years after their issuance.
In addition, this prospectus
relates to the registration of up to an additional 24,055 shares of our common stock, issuable upon the exercise of those certain warrants,
at the applicable floor price of $1,141.20, issued on February 20, 2018 (the “February 2018 Warrants”). As of June 1, 2021,
February 2018 Warrants to purchase an aggregate of 24,055 shares of common stock have not been exercised and will expire five years after
their issuance.
On January 15, 2019,
we closed a rights offering whereby we sold an aggregate of 12,000 units consisting of an aggregate of 12,000 shares of Series 5 Preferred
Stock and 80 warrants to purchase common stock exercisable for one share of common stock at an exercise price of $149.85 per share in
accordance with the terms and conditions of a warrant agency agreement (the “January 2019 Warrant”), resulting in gross proceeds
to us 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. As of June 1, 2021, there were 126 shares of Series
5 Preferred Stock outstanding, convertible into 841 shares of our common stock. As of June 1, 2021, January 2019 Warrants to purchase
an aggregate of 2,507 shares of common stock have not been exercised and will expire five years after their issuance.
On November 25, 2020,
we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering,
5,000,000 shares of our common stock, and warrants to purchase up to 8,000,000 shares of common stock at an exercise price of $1.25 per
share (the “November 2020 Warrants”) for a combined purchase price of $1.25 per share and pre-funded warrants, which pre-funded
warrants have been exercised in full, to purchase up to 3,000,000 shares of common stock at an exercise price of $0.001 per share at a
purchase price of $1.249 per share for net proceeds of $9.2 million after deducting placement agent commissions and offering expenses.
As of June 1, 2021, November 2020 Warrants to purchase an aggregate of 5,000,000 shares of common stock have not been exercised and will
expire five years after their issuance.
On January 24, 2021,
we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering,
5,800,000 shares of our common stock, and warrants to purchase up to 19,354,838 shares of common stock at an exercise price of $1.55 per
share (the “January 2021 Warrants”) for a combined purchase price of $1.55 per share and pre-funded warrants, which pre-funded
warrants have been exercised in full, to purchase up to 13,554,838 shares of common stock, at an exercise price of $0.001 per share, at
a purchase price of $1.549 per share for net proceeds of $27.8 million after deducting placement agent commissions and offering expenses.
As of June 1, 2021, none of the January 2021 Warrants have been exercised and the January 2021 Warrants will expire five years after their
issuance.
On February 12, 2021,
we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering,
7,000,000 shares of our common stock, and warrants to purchase up to 15,000,000 shares of common stock at an exercise price of $2.00 per
share (the “First February 2021 Warrants”) for a combined purchase price of $2.00 per share and pre-funded warrants, which
pre-funded warrants have been exercised in full, to purchase up to 8,000,000 shares of common stock at an exercise price of $0.001 per
share, at a purchase price of $1.999 per share for net proceeds of $27.8 million after deducting placement agent commissions and offering
expenses. As of June 1, 2021, none of the First February 2021 Warrants have been exercised and the First February 2021 Warrants will expire
five years after their issuance.
On February 16, 2021,
we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering,
3,000,000 shares of our common stock, and warrants to purchase up to 9,950,250 shares of common stock at an exercise price of $2.01 per
share (the “Second February 2021 Warrants”) for a combined purchase price of $2.01 per share and pre-funded warrants, which
pre-funded warrants have been exercised in full, to purchase up to 6,950,250 shares of common stock at an exercise price of $0.001 per
share, at a purchase price of $2.009 per share for net proceeds of $18.5 million after deducting placement agent commissions and offering
expenses. As of June 1, 2021, none of the Second February 2021 Warrants have been exercised and the Second February 2021 Warrants will
expire five years after their issuance.
In addition, this prospectus
relates to the resale by the selling security holders identified in this prospectus (the “Selling Security Holders”) of up
to 19,911,477 shares of our common stock, par value $0.001 per share, issued or issuable to the Selling Security Holders in connection
with our acquisition of all of the outstanding capital stock of Design Reactor, Inc., dba The CXApp (“CXApp”), a provider
of a SaaS-based mobile app platform that brings the customer, employee and visitor experience initiatives together in one system that
a client does not have to host, manage, support or maintain,. On April 30, 2021, we acquired over 99.9% of the outstanding capital stock
of CXApp, in accordance with the terms and conditions of a Stock Purchase Agreement, by and among us, CXApp, each of the sellers set forth
on signature page of the Stock Purchase Agreement and each other seller who owns shares of CXApp and executes a joinder to the Stock Purchase
Agreement, or the Sellers, and Leon Papkoff, as Sellers’ representative, dated April 30, 2021. As of the closing date, there was
one holder of CXApp shares that did not sign the Stock Purchase Agreement (the “Non-Signing Seller”). On May 10, 2021, we,
CXApp and the Non-Signing Seller executed a Joinder to Stock Purchase Agreement pursuant to which we purchased such Non-Signing Seller's
CXApp shares. As a result of the transaction, CXApp became a wholly-owned subsidiary of our company. In connection with the acquisition
of CXApp, we issued 8,849,538 shares of our common stock to the Sellers as partial consideration, or the Purchaser Shares, and we agreed
to issue up to an additional 11,061,939 shares of our common stock, or the Earnout Shares, to selected Sellers, subject to the receipt
of stockholder approval of such shares, in accordance with and as required by the Nasdaq Listing Rules, and as such number of shares are
adjusted based on revenue recorded by us from CXApp sales during the period from the closing of the transaction until the 12 month anniversary
of such closing, or the Earnout Period, which shares will be issued on a scheduled payroll payment date occurring within ninety days following
the end of the Earnout Period. See “Our Business – Recent Developments – The CXApp Acquisition” for additional
information regarding our acquisition of CXApp. The Selling Security Holders may sell these shares of common stock in a number of different
ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Security Holders
may sell the shares of common stock being registered. We will not receive any of the proceeds from the sale of shares by the Selling Security
Holders.
Our common stock is listed
on the Nasdaq Capital Market under the symbol “INPX.” On June 3, 2021, the closing price of our common stock as reported by
the Nasdaq Capital Market was $1.09 per share.
An investment in our common stock involves
a high degree of risk. See “Risk Factors” on page 5 of this prospectus for more information on these risks.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is June 17, 2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this
shelf process, we may sell the securities described in this prospectus in one or more primary offerings, up to the maximum aggregate dollar
amount $350 million, including unsold securities with a maximum aggregate offering price of $39,715,640.76 carried over from the registration
statement (File No. 333-223960) initially filed on March 27, 2018, as amended on May 15, 2018, and declared effective on June 5, 2018
(the “Prior Registration Statement”).
This prospectus also relates to the issuance by
us of up to 49,394,058 shares of our common stock issuable upon the conversion of outstanding shares of Series 4 Preferred Stock and Series
5 Preferred Stock and the exercise of outstanding February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the November
2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants. The outstanding Series
4 Preferred Stock, Series 5 Preferred Stock, the April 2018 Warrants, the January 2019 Warrants, the November 2020 Warrants, the January
2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants, and the shares of common stock underlying these
securities were previously registered under the Prior Registration Statement.
In addition, this prospectus covers an aggregate
of 19,911,477 shares of our common stock that were issued or are issuable to the Selling Security Holders as Purchaser Shares and Earnout
Shares in partial consideration for the acquisition of all of the outstanding capital stock of CXApp, and which may be offered and sold
by the Selling Security Holders from time to time in one or more secondary offerings.
This prospectus provides you with a general description
of the securities which may be offered. Each time we offer securities for sale, we will provide a prospectus supplement that contains
specific information about the terms of that offering. Any prospectus supplement may also add or update information contained in this
prospectus. You should read both this prospectus and any prospectus supplement together with additional information described below under
“Where You Can Find More Information” and “Information Incorporated by Reference.”
The registration statement that contains this
prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this
prospectus. Specifically, we have filed certain legal documents that establish the terms of the securities offered by this prospectus
as exhibits to the registration statement. We will file certain other legal documents that establish the terms of the securities offered
by this prospectus as exhibits to reports we file with the SEC. You may obtain copies of that registration statement and the other reports
and documents referenced herein as described below under the heading “Where You Can Find More Information.”
You should rely only on the information contained
or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making
offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which
the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously
filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other
than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise stated or the context otherwise
requires, the terms “Inpixon,” “we,” “us,” “our,” and the “Company” refer
collectively to Inpixon and, where appropriate, its subsidiaries.
Note Regarding Reverse Stock Splits
Since January 1, 2018, the Company effected reverse
splits of its outstanding common stock, par value $0.001, at a ratio of 1-for-30, effective as of February 6, 2018, 1-for-40, effective
as of November 2, 2018 and 1-for-45 effective as of January 7, 2020 (collectively, the “Reverse Splits”), for the purpose
of complying with Nasdaq Listing Rule 5550(a)(2). We have reflected the Reverse Splits in this prospectus, unless otherwise indicated.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements
that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could
differ materially from those anticipated in the forward-looking statements. In some cases, you can identify these forward-looking statements
by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,”
“estimates,” “expects,” “intends,” “may,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” or the negative of those terms
or other similar expressions, although not all forward-looking statements contain those words.
We have based these forward looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy and financial needs. These forward looking statements are subject to a number of known
and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and
elsewhere in this prospectus, regarding, among other things:
|
●
|
our limited cash and our history
of losses;
|
|
●
|
our ability to achieve profitability;
|
|
●
|
our limited operating history
with recent acquisitions;
|
|
●
|
risks related to our recent
acquisitions;
|
|
●
|
our ability to successfully
integrate companies or technologies we acquire;
|
|
●
|
emerging competition and rapidly
advancing technology in our industry that may outpace our technology;
|
|
●
|
customer demand for the products
and services we develop;
|
|
●
|
the impact of competitive or
alternative products, technologies and pricing;
|
|
●
|
our ability to manufacture any
products we develop;
|
|
●
|
general economic conditions
and events and the impact they may have on us and our potential customers, including but not limited to the impact of COVID-19;
|
|
●
|
our ability to obtain adequate
financing in the future;
|
|
●
|
our ability to use the proceeds from this offering as discussed
in the section entitled “Use of Proceeds”;
|
|
●
|
our ability to consummate strategic
transactions, which may include acquisitions, mergers, dispositions or investments;
|
|
●
|
our ability to maintain compliance
with the continued listing requirements of the Nasdaq Capital Market;
|
|
●
|
lawsuits and other claims by third parties or investigations by various regulatory agencies that we are required to report to including, but not limited to, the U.S. Securities and Exchange Commission;
|
|
●
|
our success at managing the risks involved in the foregoing items; and
|
|
●
|
other factors discussed in this prospectus.
|
These risks are not exhaustive. Other sections
of this prospectus may include additional factors that could adversely impact our business and financial performance. Moreover, we operate
in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management
to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in, or implied by, any forward looking statements. You
should read this prospectus with the understanding that our actual future results, levels of activity, performance and achievements may
be materially different from what we expect. Except as required by law, we undertake no obligation to update publicly any forward looking
statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.
We qualify all of our forward looking statements
by these cautionary statements.
OUR BUSINESS
This is only a summary and may not contain
all the information that is important to you. You should carefully read both this prospectus and any accompanying prospectus supplement
and any other offering materials, together with the additional information described under the heading “Where You Can Find More
Information.”
The Company
We are an indoor intelligence company. Our business
and government customers use our solutions to secure, digitize and optimize their indoor spaces with our positioning, mapping and analytics
products. Our indoor intelligence platform uses sensor technology to detect accessible cellular, Wi-Fi, Bluetooth, ultra-wide band (“UWB”)
and radio frequency identification (“RFID”) signals emitted from devices within a venue providing positional information similar
to what global positioning system (“GPS”) satellite systems provide for the outdoors. Combining this positional data with
our dynamic and interactive mapping solution and a high-performance analytics engine, yields near real time insights to our customers
providing them with visibility, security and business intelligence within their indoor spaces. Our highly configurable platform can also
ingest data from our customers’ and other third party sensors, Wi-Fi access points, Bluetooth beacons, video cameras, and big data
sources, among others to maximize indoor intelligence. We also offer digital tear-sheets with optional invoice integration, digital ad
delivery, and an e-edition designed for reader engagement for the media, publishing and entertainment industry. We believe that our Indoor
Intelligence products secure, digitize and optimize the interior of any premises with indoor positioning and data analytics that provide
rich positional information, similar to a global positioning system, and browser-like intelligence for the indoors.
Our indoor intelligence offerings consist of a
variety of software and hardware products for positioning, mapping and analytics offerings, including:
|
●
|
Sensors with proprietary technology
that can detect accessible cellular, Wi-Fi, Bluetooth, UWB and RFID signals emitted from devices within a venue, as well as GPS technologies,
to allow for the seamless positioning of people and assets homogeneously as they travel between the indoor and outdoor. Utilizing various
radio signal technologies permits device positioning from several meters down to centimeter level accuracy depending on the product deployed.
In retail applications, this provides a highly detailed understanding of customer journey and dwell time, and in security applications,
detection and identification of authorized and unauthorized devices, prevention of rogue devices through alert notification based on
rules when unknown devices are detected in restricted areas and asset tracking with centimeter level precision.
|
|
●
|
An indoor mapping platform that
provides enterprise organizations with the tools to add intelligence to complex indoor spaces by integrating business data with indoor
maps. Our mapping platform gives developers the flexibility and control to create tailored map-enabled solutions that address multiple
use cases with a single platform. Comprised of software development tools and a web-based content management system, our mapping platform
is highly configurable and able to address the varying security, extensibility and versatility needs of our customers.
|
|
●
|
Data science analytics, on-premise
or in the cloud, along with specially optimized algorithms that are intended to both minimize data movement and maximize system performance.
This enables the system to deliver data reports to the user through our mapping platform as well as dashboards, reports and tabular format.
We also provide data output that can be integrated with common third-party visualization, charting, graphing and dashboard systems. Our
analytics capabilities also allow for the integration of a customer’s existing video surveillance feed with location data collected
via radio frequency, allowing customers to ascertain radio frequency coverage and access evidentiary information that can be used for
security and customer relations programs. Moreover, our platform can utilize GPS technologies to allow for seamless transitioning of
people and assets as they travel between the indoor and outdoor.
|
We can assist a variety
of organizations, including retailers, shopping malls and shopping centers, hotels and resorts, gaming operators, airports, healthcare
facilities, office buildings and government agencies, to enhance security measures, offer better business intelligence, increase consumer
confidence and reduce rogue device risk.
Our Products and Services
Our indoor intelligence
platform uses sensor technology to detect accessible cellular, Wi-Fi, Bluetooth, UWB and RFID signals emitted from devices within a venue
providing valuable positional. When combined with our interactive mapping solution and a high-performance analytics engine, we are able
to offer our customers near real time insights for increased visibility, security and business intelligence about their indoor spaces.
Corporate Strategy
Since 2019, management
has pursued a corporate strategic acquisition strategy focused on building and developing its business as the Indoor IntelligenceTM
provider with the ability to provide end to end solutions ranging from the collection of data to delivering insights from that data to
our customers with a focus on securing, digitizing and optimizing premises with our indoor positioning, mapping and analytics solutions
for businesses and governments. In furtherance of this strategy, we have completed a series of strategic transactions to enhance our products
and solution offerings, including, the acquisition of (1) technologies allowing for wireless device positioning and radio frequency augmentation
of video surveillance systems; (2) GPS tracking products, software, technologies, and related intellectual property to provide ground
positioning, asset tracking, and situational awareness monitoring for those whose intelligence needs expand outdoors; (3) our indoor mapping
solution, Inpixon Mapping, to provide users with the tools to add intelligence to complex indoor spaces by integrating business data with
geospatially accurate indoor maps to create relevant views of indoor environments; (4) a suite of on-device “blue dot” indoor
location and motion technologies, including patents, trademarks, software and related intellectual property; (5) IoT solutions for real-time
location systems (RTLS) and indoor and outdoor positioning solutions utilizing both industry-standard technologies, such as ultra-wideband
(UWB), and patented proprietary wireless communication technologies, such as Chirp Spread Spectrum (CSS); and most recently (6) a suite
of augmented reality, computer vision, localization, navigation, mapping, and 3D reconstruction technologies, including patents, trademarks,
software and related intellectual property, and (7) a leading SaaS app platform that enables corporate enterprise organizations to provide
a custom-branded, location-aware employee app focused on enhancing the workplace experience and hosting virtual and hybrid events.
We believe these transactions
have positioned us as a market leader with a comprehensive suite of products and solutions allowing us to provide organizations with actionable
indoor intelligence to make their indoor spaces smarter, safer and more secure. We also operate and compete in an industry that is characterized
by rapid technological innovation, changing customer needs, evolving industry standards and frequent introductions of new products, product
enhancements, services and distribution methods. Our success will depend on our ability to develop expertise with these new products,
product enhancements, services and distribution methods and to implement solutions that anticipate and respond to rapid changes in technology,
the industry, and customer needs. As a result, in order to continue to respond to rapid changes and required technological advancements
we may continue to evaluate various strategic transactions including acquisitions of companies with technologies and intellectual property
in order to continue to maintain pace with industry demands and if we believe that it will complement our goals in offering a comprehensive
Indoor Intelligence platform. Candidates with proven technologies that complement our overall strategy may come from anywhere in the world,
as long as there are strategic and financial reasons to make the acquisition. If we explore any such opportunities we expect to focus
primarily on looking for accretive acquisitions that have business value and operational synergies, however we will also be opportunistic
and may consider other strategic and/or attractive transactions that we believe may increase overall shareholder value, which may include,
but not be limited to other alternative investment opportunities, such as minority investments, joint ventures or special purpose acquisition
companies. If we make any acquisitions in the future, we expect that we may pay for such acquisitions with cash, equity securities and/or
debt in combinations appropriate for each acquisition.
Corporate Structure
We have five operating
subsidiaries: (i) Inpixon Canada, Inc. (100% ownership) based in Coquitlam, British Columbia (“Inpixon Canada”); (ii) Inpixon
Limited (100% ownership) based in Slough, United Kingdom; (iii) Inpixon GmbH (100% ownership) based in Ratingen, Germany; (iv) Design
Reactor, Inc. (dba The CXApp) (100% ownership) based in Pleasanton, California, and (v) Inpixon India Limited (82.5% ownership) based
in Hyderabad, India. In addition, Nanotron Technologies GmbH, based in Berlin, Germany is an indirect subsidiary of the Company and the
wholly owned subsidiary of Inpixon GmbH.
Corporate Information
Our principal executive
offices are located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303, and our telephone number is (408) 702-2167. Our subsidiaries
maintain offices in Coquitlam, British Columbia, New Westminster, British Columbia, Toronto, Ontario, Hyderabad, India, Berlin Germany,
Ratingen, Germany, and Slough, UK. Our Internet website is www.inpixon.com. The information on, or that can be accessed through, our website
is not part of this Memorandum, and you should not rely on any such information in making any investment decision relating to our common
stock. For a description of our business, financial condition, results of operations and other important information regarding us, we
refer you to our filings with the SEC incorporated by reference in this prospectus. For instructions on how to find copies of these documents,
see “Where You Can Find More Information.”
RISK FACTORS
Investing in any securities offered pursuant to
this prospectus involves a high degree of risk. Please see the risk factors set forth in Part I, Item 1A of our Annual Report on Form
10-K and other filings we make with the SEC, which are incorporated by reference in this prospectus. Additional risk factors may be included
in a prospectus supplement relating to a particular offering of securities. Before making an investment decision, you should carefully
consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties
we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our business operations. These risks could materially affect our business, results of operations or financial
condition and cause the value of our securities to decline.
USE OF PROCEEDS
Unless we state otherwise
in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by us in primary offerings
under this prospectus and any related prospectus supplement for general corporate purposes. These purposes may include working capital,
acquisitions, retirement of debt and other business opportunities. Pending the application of the net proceeds, we may invest the proceeds
in short-term, interest-bearing instruments or other investment-grade securities. We cannot estimate precisely the allocation of the net
proceeds from these offerings. Accordingly, our management team will have broad discretion in the application of the net proceeds of these
offerings, if any.
We will not receive any
additional consideration from the conversion of the outstanding Series 4 Preferred Stock and the Series 5 Preferred Stock. Assuming the
holders will exercise all of the February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the November 2020 Warrants,
the January 2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants we offer by this prospectus for cash,
we will receive gross proceeds of approximately $127.88 million. We do not expect to pay any expense in connection with any conversion
of outstanding Series 4 Preferred Stock, Series 5 Preferred Stock or exercise of the February 2018 Warrants, the April 2018 Warrants,
the January 2019 Warrants, the November 2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants and the Second February
2021 Warrants.
We currently intend to
use the net proceeds from the exercise of the February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the November
2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants for general corporate
purposes. These purposes may include working capital, acquisitions, retirement of debt and other business opportunities. Pending the application
of the net proceeds, we may invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities. However,
there can be no assurance that any of the February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the November 2020
Warrants, the January 2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants will be exercised, or if these
warrants are exercised, how many would be exercised for cash. We cannot estimate precisely the allocation of the net proceeds from the
exercise of these warrants. Accordingly, our management team will have broad discretion in the application of the net proceeds of this
offering, if any.
We will not receive any
proceeds from the sale of our common stock by the Selling Security Holders.
DILUTION
We will set forth in a prospectus supplement the
following information regarding any material dilution of the equity interests of investors purchasing securities sold by Inpixon in a
primary offering under this prospectus:
|
●
|
the net tangible book value
per share of our equity securities before and after the offering;
|
|
●
|
the amount of the increase in
such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and
|
|
●
|
the amount of the immediate
dilution from the public offering price which will be absorbed by such purchasers.
|
DESCRIPTION OF THE SECURITIES THAT MAY BE OFFERED
The Securities We May Offer
Description of Debt
Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt pursuant
to indentures by and between the Company and a trustee (the “Indentures”). While the terms we have summarized below will apply
generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities
that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus
supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the Indenture, we also
are referring to any supplemental Indentures that specify the terms of a particular series of debt securities.
We will issue the debt
securities under the Indenture that we will enter into with the trustee named in the Indenture. The Indenture will be qualified under
the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We will file the form of Indenture as an exhibit to the registration
statement of which this prospectus is a part, and supplemental Indentures and forms of debt securities containing the terms of the debt
securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated
by reference from reports that we file with the SEC.
The following summary
of material provisions of the debt securities and the Indenture is subject to, and qualified in its entirety by reference to, all of the
provisions of the Indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements
and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete
Indenture that contains the terms of the debt securities.
General
The Indenture will not
limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we
may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and
sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or
other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or
transactions involving us.
We may issue the debt
securities issued under the Indenture as “discount securities,” which means they may be sold at a discount below their stated
principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original
issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of
the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in
more detail in any applicable prospectus supplement.
We may issue debt securities
from time to time in one or more series under the Indentures. We will describe the particular terms of each series of debt securities
we offer in a supplement to this prospectus or other offering material. The prospectus supplement and other offering material relating
to a series of debt securities will describe the terms of such debt securities being offered, including (to the extent such terms are
applicable to such debt securities):
|
●
|
the title of the debt securities;
|
|
●
|
designation, aggregate principal
amount, denomination and currency or currency unit;
|
|
●
|
the price or prices at which
we sell the debt securities and the percentage of the principal amount at which the debt securities will be issued;
|
|
●
|
whether the debt securities
are senior debt securities or subordinated debt securities and applicable subordination provisions, if any;
|
|
●
|
any limit on the total principal
amount of the debt securities and the ability to issue additional debt securities of the same series;
|
|
●
|
currency or currency units for
which such debt securities may be purchased and in which principal of, premium, if any, and any interest will or may be payable;
|
|
●
|
interest rate or rates (or the
manner of calculation thereof), if any;
|
|
●
|
the times at which any such
interest will be payable;
|
|
●
|
the date or dates from which
interest will accrue on the debt securities, or the method used for determining those dates;
|
|
●
|
the place or places where the
principal and interest, if any, will be payable;
|
|
●
|
any redemption, sinking fund,
satisfaction and discharge, or defeasance provisions;
|
|
●
|
whether such debt securities
will be issuable in registered form or bearer form or both and, if issuable in bearer form, restrictions applicable to the exchange of
one form for another and to the offer, sale and delivery of certificates in bearer form;
|
|
●
|
whether and under what circumstances
we may from time to time, without the consent of holders of debt securities, issue additional debt securities, having the same ranking
and the same interest rate, maturity and other terms as the debt securities being offered, except for the issue price and issue date
and, in some cases, the first interest payment date, whereby such additional securities will, together with the then outstanding debt
securities, constitute a single class of debt securities under the Indentures, and will vote together on matters under the Indenture;
|
|
●
|
whether and under what circumstances
we will issue the debt securities in whole or in part as Global Securities as described below under “Global Securities”;
|
|
●
|
applicable conversion or exchange privileges;
|
|
●
|
any defaults and events of defaults
applicable to the debt securities to be issued;
|
|
●
|
securities exchange(s) on which
the securities will be listed, if any;
|
|
●
|
whether any underwriter(s) will
act as market maker(s) for the securities;
|
|
●
|
extent to which a secondary
market for the securities is expected to develop;
|
|
●
|
provisions relating to covenant
defeasance and legal defeasance;
|
|
●
|
provisions relating to satisfaction
and discharge of the Indenture;
|
|
●
|
any covenants or restrictions
on us or our subsidiaries; and
|
|
●
|
any other specific terms of
the offered debt securities, including any terms in lieu of those described in this prospectus and any terms which may be required by
or advisable under United States laws or regulations such as those made a part of the applicable Indenture by the Trust Indenture Act
of 1939.
|
Material United States
federal income tax consequences and special considerations, if any, applicable to any such securities will be described in the applicable
prospectus supplement.
Debt securities may be
presented for exchange, and registered debt securities may be presented for transfer, in the manner, at the places and subject to the
restrictions set forth in the debt securities and as summarized in the applicable prospectus supplement. Such services will be provided
without charge, other than any tax or other governmental charge payable in connection with such exchange or transfer, but subject to the
limitations provided in the applicable Indenture. Debt securities in bearer form and the coupons, if any, appertaining to such debt
securities will be transferable by delivery.
Subordination
The indebtedness represented
by subordinated debt securities will be subordinated in right of payment to existing and future “Senior Indebtedness,” as
to be described in subordinated indentures (the “Subordinated Indenture”) we may issue and any accompanying prospectus supplement.
The term “Senior Indebtedness” means:
|
●
|
all indebtedness for money borrowed
incurred by us, unless the terms of the instrument or instruments by which such indebtedness is incurred or created expressly provide
that such indebtedness is subordinate to the subordinated debt securities or that such indebtedness is not superior in right of payment
to the subordinated debt securities,
|
|
●
|
any other indebtedness, obligation
or liability incurred by us (including any guaranty, endorsement or other contingent obligation of ours in respect of, or to purchase,
or otherwise acquire, any obligation of another), direct or indirect, absolute or contingent, or matured or unmatured, which is specifically
designated by us as Senior Indebtedness in the instruments evidencing such indebtedness, obligation or liability at the time of its issuance
or incurrence, or
|
|
●
|
any deferral, renewal or extension
of any of the foregoing.
|
“Senior Indebtedness”
does not include:
|
●
|
our debt to any of our subsidiaries;
|
|
●
|
any series of subordinated debt
securities issued under the Subordinated Indenture, unless otherwise specified by the terms of any such series;
|
|
●
|
any of our other debt which
by the terms of the instrument creating or evidencing it is specifically designated as being subordinated to or pari passu with the subordinated
debt securities; and
|
Except as may be described
in the Subordinated Indenture our ability to incur additional indebtedness, including indebtedness that ranks senior in priority of payment
to the subordinated debt securities is not limited. A prospectus supplement relating to each series of subordinated debt securities
will describe any subordination provisions applicable to such series in addition to or different from those described above.
By reason of such subordination,
in the event of dissolution, insolvency, bankruptcy or other similar proceedings, upon any distribution of assets, (i) the holders
of subordinated debt securities will be required to pay over their share of such distribution in respect of the subordinated debt securities
to the holders of Senior Indebtedness until such Senior Indebtedness is paid in full and (ii) creditors of ours who are not holders
of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than holders of subordinated
debt securities.
Conversion and Exchange
The terms, if any, on
which debt securities of any series will be convertible into or exchangeable for our common stock, our preferred stock, another series
of our debt securities, other securities, property or cash, or a combination of any of the foregoing, will be summarized in the prospectus
supplement relating to such series of debt securities. Such terms may include provisions for conversion or exchange, either on a
mandatory basis, at the option of the holder, or at our option, in which the number of shares or amount of our common stock, our preferred
stock, another series of our debt securities, other securities, property or cash to be received by the holders of the debt securities
would be calculated according to the factors and at such time as summarized in the related prospectus supplement.
Global Securities
The debt securities of
a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of,
a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary
or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may
not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary
or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series
and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus
supplement.
Restrictive Covenants
We will describe any
restrictive covenants, including restrictions on any subsidiary, for any series of debt securities in a prospectus supplement.
Defeasance
At our option, either
(a) we will be Discharged (as defined below) from any and all obligations in respect of any series of debt securities under the Indenture
or (b) we will cease to be under any obligation to comply with the restriction on our ability to merge, consolidate or sell assets
set forth in the applicable Indenture, the requirement that we maintain our existence or certain other restrictions, in either case if
we deposit irrevocably with the trustee, in trust, specifically for the benefit of the holders of such series, money or U.S. Government
Obligations (as defined below) which through the payment of interest thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient (in the written opinion of a nationally recognized firm of independent public accountants in the
case of U.S. Government Obligations or a combination of money and U.S. Government Obligations) to pay all the principal of (including
any sinking fund payments or analogous obligations), and interest on, the debt securities of such series on the dates such payments are
due in accordance with the terms of such series of debt securities. To exercise such option, we are required to deliver to the trustee
an opinion of tax counsel to the effect that holders of the debt securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and discharge and will be subject to federal income tax in the same amount and
in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred.
The term “Discharged”
is defined to mean that we are deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the debt
securities of such series and to have satisfied all the obligations under the Indenture relating to the debt securities of such series,
except for
|
●
|
the rights of holders of the
debt securities of such series to receive, from the trust fund described above, payment of the principal of and the interest on the debt
securities of such series when such payments are due;
|
|
●
|
our obligations with respect
to the debt securities of such series with respect to temporary debt securities, registration, transfer, exchange, replacement of mutilated,
destroyed, lost and stolen certificates, maintenance of a paying office and holding money in trust; and
|
|
●
|
the rights, powers, trusts,
duties and immunities of the trustee under the applicable Indenture.
|
The term “U.S.
Government Obligations” is defined to mean securities that are (i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses (i) or (ii) are not callable or redeemable at the
option of the issuer thereof, and also includes a depositary receipt issued by a bank or trust company, as custodian with respect to any
such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligations evidenced by such depository receipt.
Satisfaction and Discharge
In addition, an Indenture
will cease to be of further effect with respect to the debt securities of a series issued under that Indenture, subject to certain exceptions
generally relating to compensation and indemnity of the trustee, when either:
|
●
|
all outstanding debt securities
of that series have been delivered to the trustee for cancellation and we have paid all sums payable by us under the Indenture with respect
to such series, or
|
|
●
|
all outstanding debt securities
of that series not delivered to the trustee for cancellation either: (i) have become due and payable, (ii) will become due and payable
at their stated maturity within one year, or (iii) are to be called for redemption within one year; and we have deposited irrevocably
with the trustee, in trust, specifically for the benefit of the holders of such series, money or U.S. Government Obligations which through
the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient (in the
written opinion of a nationally recognized firm of independent public accountants in the case of U.S. Government Obligations or a combination
of money and U.S. Government Obligations) to pay all the principal of (including any sinking fund payments or analogous obligations),
and interest on, the debt securities of such series on the dates such payments are due in accordance with the terms of such series of
debt securities.
|
Modification of the Indentures
Modifications and amendments
of each Indenture may be made by us and the trustee, through a supplemental indenture, without the consent of the holders of the debt
securities or with the consent of the holders of not less than a majority in principal amount of all outstanding debt securities affected
by such modification or amendment; provided however, that no such modification or amendment may, without the consent of the holder of
each outstanding debt security affected thereby:
|
●
|
change the stated maturity of
the principal of, or any installment of principal of or interest on, any debt security;
|
|
●
|
reduce the principal amount
of or interest on, or any premium payable upon redemption of, any debt security;
|
|
●
|
change certain other terms related
to waiver of past defaults or covenants (such as covenants and provisions of the Indenture that may not be amended without the consent
of the holder of each outstanding debt security of the series affected);
|
|
●
|
reduce the percentage of the
principal amount of the outstanding debt security of any series, the consent of whose holders is required to modify or amend the applicable
Indenture or waive compliance with, or consent to certain defaults under, the provisions of such Indenture; or
|
|
●
|
make any change that adversely
affects the right to convert or exchange any security into or for common stock or other securities, cash or other property in accordance
with the terms of such security.
|
Our board of directors
does not have the power to waive any of the covenants of each Indenture, including those relating to consolidation, merger or sale of
assets.
Our board of directors
does not have the power to waive any of the covenants of each Indenture, including those relating to consolidation, merger or sale of
assets.
Events of Default, Notice and Waiver
The following will be
"Events of Default" with respect to any particular series of the debt securities under the Indentures:
|
●
|
default in any payment of interest
on such series when due, continued for 30 days;
|
|
●
|
default in any payment of principal
and premium, if any, of, or sinking fund installment on, such series when due;
|
|
●
|
default in the performance,
or breach, of any covenant or warranty of ours applicable to such series continued for 60 days after written notice to us by the trustee
or the holders of at least 25% in principal amount of such series;
|
|
●
|
certain events of bankruptcy,
insolvency or reorganization; and
|
|
●
|
any other event of default we
may provide for that series.
|
No Event of Default with
respect to a particular series of debt securities necessarily constitutes an Event of Default with respect to any other series of debt
securities.
The trustee will, within
90 days after the occurrence of any default with respect to any series of the debt securities, give to the holders thereof notice of such
default known to the trustee, unless such default has been cured or waived (the term default for this purpose means any event which is,
or after notice or lapse of time, or both, would become, an Event of Default); provided that, except in the case of a default in the payment
of principal of (or premium, if any) or interest on any of such series of debt securities or in the payment of any sinking fund installments,
the trustee will be protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice
is in the interest of the holders of the debt securities of that series.
We will be required to
furnish to the trustee each year a statement as to the fulfillment by us of our obligations under the applicable Indenture.
The holders of a majority
in principal amount of the outstanding debt securities of any series may, in respect of such series, waive certain defaults and may direct
the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred
on the trustee, provided that such direction shall not be in conflict with any rule of law or with the applicable Indenture. The
trustee has the right to decline to follow any such direction if the trustee in good faith determines that the proceeding so directed
would be unjustly prejudicial to the holders of debt securities of such series not joining in any such direction or would involve the
trustee in personal liability. Each Indenture provides that in case an Event of Default occurs and is continuing with respect to
any series of the debt securities, the trustee will be required to exercise any of its rights and powers under such Indenture with the
degree of care and skill such as a prudent man would exercise in the conduct of his own affairs. Notwithstanding the foregoing,
the trustee will not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties thereunder.
If an Event of
Default occurs and is continuing with respect to the debt securities of any series, the trustee or the holders of at least 25% in principal
amount of such series may declare such series due and payable.
Each Indenture provides
that no holder of debt securities of any series may institute any action against us under such Indenture (except in the case of an Event
of Default) unless the holder has previously given notice to the trustee of a continuing Event of Default, holders of at least 25% in
principal amount of such series have requested the trustee to institute such action and have offered the trustee reasonable indemnity,
and the trustee has not instituted such action within 60 days of such request.
Consolidating, Merger or Sale of Assets
We may not consolidate
with or merge into any other corporation or sell our assets substantially as an entirety, unless, among other conditions:
|
●
|
the corporation formed by such
consolidation or into which we are merged or the corporation which acquires our assets is organized in the United States and expressly
assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the debt securities, if any, issued
under the applicable Indenture and the performance of every covenant of such Indenture to be performed by us; and
|
|
●
|
immediately after giving effect
to such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default,
has happened and is continuing.
|
Upon any such consolidation,
merger or sale, the successor corporation formed by such consolidation, or into which we are merged or to which such sale is made, will
succeed to, and be substituted for, us under such Indenture.
Other than the covenants
described above, or as set forth in any accompanying prospectus supplement, the Indentures and the debt securities do not contain any
covenants or other provisions designed to afford holders of the debt securities protection in the event of a takeover, recapitalization
or a highly leveraged transaction involving us.
Governing Law
New York Law will govern
the Indentures and the debt securities, without regard to its conflicts of law principles.
Description of Common Stock
The following summary of the rights of our common
stock is not complete and is subject to and qualified in its entirety by reference to our Articles of Incorporation and bylaws, copies
of which have been filed with the SEC and are incorporated by reference as exhibits to the registration statement of which this prospectus
is a part. See “Where You Can Find More Information.”
We have authorized 255,000,000 shares of capital
stock, par value $0.001 per share, of which 250,000,000 are shares of common stock and 5,000,000 are shares of “blank check”
preferred stock.
As of June 1, 2021, we had 111,780,625 shares
of common stock outstanding. Our authorized but unissued shares of common stock are available for issuance without further action by our
stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which
our securities may be listed or traded.
The holders of our common stock are entitled to
one vote per share. In addition, the holders of our common stock will be entitled to receive pro rata dividends, if any, declared by our
board of directors out of legally available funds; however, the current policy of our board of directors is to retain earnings, if any,
for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably
in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription, redemption
or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected
by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our board of directors and
issued in the future.
In the event of our liquidation, dissolution or
winding up, the holders of our common stock are entitled to receive pro rata our assets which are legally available for distribution,
after payments of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.
All of the outstanding shares of our common stock are fully paid and non-assessable. The shares of common stock offered by this prospectus
will also be fully paid and non-assessable.
Our common stock is listed on the Nasdaq Capital
Market under the symbol “INPX”. On June 3, 2021, the closing price of our common stock as reported by the Nasdaq Capital Market
was $1.09 per share. Our stock transfer agent is Computershare Trust Company, N.A., 6200 S. Quebec St. Greenwood Village, CO 80111.
Description of Preferred Stock
Our articles of incorporation
permits us to issue up to 5,000,000 shares of preferred stock in one or more series and with rights and preferences that may be fixed
or designated by our board of directors without any further action by our stockholders. Each series of preferred stock will have the number
of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined
by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights
and preemptive rights.
It is not possible to
state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our common stock until the board
of directors determines the specific rights of the holders of our preferred stock. However, the effects might include, among other things:
|
●
|
Impairing dividend rights of
our common stock;
|
|
●
|
Diluting the voting power of
our common stock;
|
|
●
|
Impairing the liquidation rights
of our common stock; and
|
|
●
|
Delaying or preventing a change
of control without further action by our stockholders.
|
Series 4 Preferred Stock
On April 20, 2018, we entered into a Placement
Agency Agreement with Roth Capital Partners, LLC, as placement agent, pursuant to which we agreed to sell and the placement agent agreed
to use its “best efforts” to assist with selling, in a public offering pursuant to the Prior Registration Statement (also
referred to herein as the April 2018 Offering), approximately $10.4 million in securities of the Company, consisting of units (the “Units”),
at a price to the public of $1,000 per Unit, each consisting of (i) one share of our newly designated Series 4 Preferred Stock initially
convertible into approximately 2 shares of our common stock at a conversion price of $828.00 per share (subject to adjustment), and (ii)
one April 2018 Warrant to purchase such number of shares of common stock as each share of Series 4 Preferred is convertible into.
The Units, the shares of Series 4 Preferred, the
April 2018 Warrants and the common stock underlying such securities, as applicable, were immediately separable and were issued separately
in the April 2018 Offering. The April 2018 Offering was closed on April 24, 2018. Pursuant to the terms of a Securities Purchase Agreement
by and between the Company and the investors in the April 2018 Offering, an aggregate of 10,115 Units were sold for an aggregate of 10,115
shares of Series 4 Preferred Stock initially convertible into an aggregate of 2 (subject to adjustment) shares of common stock and April
2018 Warrants to purchase an equivalent number of shares of common stock.
Our board of directors designated an aggregate
of 10,415 shares of preferred stock as Series 4 Convertible Preferred Stock, $0.001 par value with a stated value of $1,000 (also referred
to herein as the Series 4 Preferred Stock). As of June 1, 2021, there was 1 share of Series 4 Preferred Stock outstanding convertible
into 5 shares of common stock.
Although there is no current intent to do so,
our board of directors may, without stockholder approval, issue shares of an additional class or series of preferred stock with voting
and conversion rights which could adversely affect the voting power of the holders of the Series 4 Preferred Stock, except as prohibited
by the certificate of designation of preferences, rights and limitations of the Series 4 Preferred Stock.
Liquidation. Upon any dissolution,
liquidation or winding up, whether voluntary or involuntary, holders of Series 4 Preferred Stock will be entitled to receive distributions
out of our assets, whether capital or surplus, of the same amount that a holder of common stock would receive if the Series 4 Preferred
Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be
paid pari passu with all holders of common stock.
Dividends. Holders of the Series 4
Preferred Stock will be entitled to receive dividends equal (on an “as converted to common stock” basis) to and in the same
form as dividends actually paid on shares of our common stock when, as and if such dividends are paid on shares of our common stock. No
other dividends will be paid on shares of Series 4 Preferred Stock.
Conversion. Each share of Series 4
Preferred Stock is convertible, at any time and from time to time at the option of the holder thereof, into that number of shares of common
stock determined by dividing the stated value of $1,000 by the current conversion price equal to $223.20 per share (subject to adjustment
described below). This right to convert is limited by the beneficial ownership limitation described below.
Anti-Dilution Protection. The Series 4
Preferred contain an anti-dilution protection feature, to adjust the conversion price if shares of common stock are sold or issued for
a consideration per share less than the conversion price then in effect (subject to certain exemptions), provided, that the conversion
price will not be less than $223.20. In addition, on the 60th day following the original issuance date of the Series 4 Preferred Stock,
the conversion price will be reduced, and only reduced, to the lesser of (x) the then conversion price, as may be adjusted, and (y) 80%
of the VWAP (as defined in the certificate of designation for the Series 4 Preferred Stock) on the trading day immediately prior to the
60th day, provided that the conversion price will not be less than $223.20. On June 25, 2018, in accordance with the terms of the price
reset provisions described in the certificate of designation for the Series 4 Preferred Stock, the conversion price was adjusted to $320.40.
On January 15, 2019, following the rights offering described below, the conversion price of the Series 4 Preferred Stock was reduced to
the floor price of $223.20.
Beneficial Ownership Limitation. A holder
shall have no right to convert any portion of Series 4 Preferred Stock, to the extent that, after giving effect to such conversion, such
holder, together with such holder's affiliates, and any persons acting as a group together with such holder or any such affiliate, would
beneficially own in excess of 4.99% (or, upon election of a purchaser prior to the issuance of any shares, 9.99%) of the number of shares
of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon such conversion (subject to
the right of the holder to increase such beneficial ownership limitation upon notice to us, provided that any increase in beneficial ownership
limitation shall not be effective until 61 days following notice to us and provided that such limitation can never exceed 9.99% and such
61 day period cannot be waived). Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d)
of the Exchange Act, and the rules and regulations promulgated thereunder. Holders of Series 4 Preferred Stock who are subject to such
beneficial ownership limitation are and will remain responsible for ensuring their own compliance with Regulation 13D-G promulgated under
the Exchange Act, consistent with their individual facts and circumstances. In addition, pursuant to Rule 13d-3(d)(1)(i) promulgated under
the Exchange Act, any person who acquires Series 4 Preferred Stock with the purpose or effect of changing or influencing the control of
our company, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition
will be deemed to be the beneficial owner of the underlying common stock.
Series 5 Preferred Stock
On January 15, 2019, we closed a rights offering
whereby we sold an aggregate of 12,000 units consisting of an aggregate of 12,000 shares of Series 5 Preferred Stock and 80January 2019
Warrants to purchase common stock exercisable for one share of common stock at an exercise price of $149.85 per share in accordance with
the terms and conditions of a warrant agency agreement, resulting in gross proceeds to us 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. Following the rights offering, the conversion price of the Series 4 Preferred Stock was reduced to the
floor price of $223.20, the exercise price of the warrants issued in the April 2018 public offering were also reduced to the floor price
of $223.20 and the number of shares issuable upon exercise of such warrants was increased to 61,562 shares of common stock.
Our board of directors designated 12,000 shares
of preferred stock as Series 5 Convertible Preferred Stock, $0.001 par value with a stated value of $1,000 (also referred to herein as
the Series 5 Preferred Stock). As of June 1, 2021, there were 126 shares of Series 5 Preferred outstanding convertible into 841 shares
of common stock. Although there is no current intent to do so, our board of directors may, without stockholder approval, issue shares
of an additional class or series of preferred stock with voting and conversion rights which could adversely affect the voting power of
the holders of the Series 5 Preferred Stock, except as prohibited by the certificate of designation of preferences, rights and limitations
of the Series 5 Preferred Stock.
Conversion. Each share of Series 5 Preferred
Stock will be convertible at the option of the holder at any time, into the number of shares of our common stock determined by dividing
the $1,000 stated value per share of the Series 5 Preferred Stock by a conversion price of $149.85 per share. In addition, the conversion
price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject
to limited exceptions, a holder of the Series 5 Preferred Stock will not have the right to convert any portion of the Series 5 Preferred
Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess
of 4.99% (subject to adjustment to up to 9.99% solely at the holder’s discretion upon 61 days’ prior notice to us) of the
number of shares of our common stock outstanding immediately after giving effect to its conversion.
Fundamental Transactions. In the event
we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share
exchanges in which our common stock is effectively converted into or exchanged for other securities, cash or property, we consummate a
business combination in which another person acquires 50% of the outstanding shares of our common stock, or any person or group becomes
the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding common stock, then, upon
any subsequent conversion of the Series 5 Preferred Stock, the holders of the Series 5 Preferred Stock will have the right to receive
any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number
of shares of common stock then issuable upon conversion in full of the Series 5 Preferred Stock.
Dividends. Holders of Series 5 Preferred
Stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid
on shares of the common stock when, as and if such dividends are paid on shares of common stock.
Voting Rights. Except as otherwise provided
in the certificate of designation or as otherwise required by law, the Series 5 Preferred Stock has no voting rights.
Liquidation Preference. Upon our liquidation,
dissolution or winding-up, whether voluntary or involuntary, holders of Series 5 Preferred Stock will be entitled to receive out of our
assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Series 5 Preferred Stock were fully
converted (disregarding for such purpose any conversion limitations under the certificate of designation) to common stock, which amounts
shall be paid pari passu with all holders of common stock.
Redemption Rights. We are not obligated
to redeem or repurchase any shares of Series 5 Preferred Stock. Shares of Series 5 Preferred Stock are not otherwise entitled to any redemption
rights, or mandatory sinking fund or analogous provisions.
Description of Subscription
Rights
We may issue subscription
rights to purchase shares of our common stock, preferred stock or other securities. These subscription rights may be issued independently
or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights
in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more
underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining
unsubscribed for after such offering.
The applicable prospectus
supplement will describe the specific terms of any offering of subscription rights for which this prospectus is being delivered, including
the following:
|
●
|
the price, if any, for the subscription
rights;
|
|
●
|
the exercise price payable for
each share of common stock or preferred stock upon the exercise of the subscription rights;
|
|
●
|
the number of subscription rights
issued to each stockholder;
|
|
●
|
the number and terms of the
shares of common stock or preferred stock which may be purchased per each subscription right;
|
|
●
|
the extent to which the subscription
rights are transferable;
|
|
●
|
any other terms of the subscription
rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
|
|
●
|
the date on which the right
to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
|
|
●
|
the extent to which the subscription
rights may include an over-subscription privilege with respect to unsubscribed securities; and
|
|
●
|
if applicable, the material
terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.
|
The description in the
applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety
by reference to the applicable subscription rights certificate, which will be filed with the SEC if we offer subscription rights.
Description of Units
We may, from time to time, issue units comprised
of one or more of the other securities described in this prospectus in any combination. A prospectus supplement will describe the specific
terms of the units offered under that prospectus supplement, and any special considerations applicable to investing in those units. You
must look at the applicable prospectus supplement and any applicable unit agreement for a full understanding of the specific terms of
any units. We will incorporate by reference into the registration statement of which this prospectus is a part the form of unit agreement,
including a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the
related series of units. While the terms we have summarized below will generally apply to any future units that we may offer under this
prospectus, we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus
supplement and incorporated documents. The terms of any units offered under a prospectus supplement may differ from the terms described
below.
General
We may issue units consisting of common stock,
preferred stock, debt securities, warrants or any combination thereof. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time, or at any time before a specified date.
We will describe in the applicable prospectus
supplement and any incorporated documents the terms of the series of units, including the following:
|
●
|
the designation and terms of
the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or
transferred separately;
|
|
●
|
any unit agreement under which
the units will be issued; and
|
|
●
|
any provisions for the issuance,
payment, settlement, transfer, or exchange of the units or of the securities comprising the units.
|
The provisions described in this section, as well
as those described under “Description of Common Stock,” “Description of Preferred Stock,” Description of Debt
Securities and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, debt security or
warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in such
numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under
the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single
bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case
of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a unit, without the consent of the related unit agent or the holder of
any other unit, may enforce by appropriate legal action its rights as holder under any security included in the unit.
Title
We, the unit agent, and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purposes and as the person entitled
to exercise the rights attaching to the units so requested, despite any notice to the contrary.
Description of Warrants
Warrants to Purchase Common Stock, Preferred Stock or Debt Securities
We may issue warrants
for the purchase of common stock, preferred stock or debt securities. We may issue warrants independently or together with any offered
securities. The warrants may be attached to or separate from those offered securities. We may issue the warrants under warrant
agreements to be entered into between us and a bank or trust company to be named in the applicable prospectus supplement, as warrant agent,
all as described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
If we offer warrants, we will file the warrant agreement relating to the offered warrants as an exhibit to, or incorporate it by reference
in, the registration statement of which this prospectus is a part.
The prospectus supplement
relating to any warrants that we may offer will contain the specific terms of the warrants. These terms may include the following:
|
●
|
the title of the warrants;
|
|
●
|
the price or prices at which
the warrants will be issued;
|
|
●
|
the designation, amount and terms of the securities for which the warrants are exercisable;
|
|
●
|
the designation and terms of
the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security;
|
|
●
|
the aggregate number of warrants;
|
|
●
|
any provisions for adjustment
of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
|
|
●
|
the price or prices at which
the securities purchasable upon exercise of the warrants may be purchased;
|
|
●
|
if applicable, the date on and
after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;
|
|
●
|
a discussion of any material
U.S. federal income tax considerations applicable to the exercise of the warrants;
|
|
●
|
the date on which the right
to exercise the warrants will commence, and the date on which the right will expire;
|
|
●
|
the maximum or minimum number
of warrants that may be exercised at any time;
|
|
●
|
information with respect to
book-entry procedures, if any; and
|
|
●
|
any other terms of the warrants,
including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
Exercise of Warrants
Each warrant will entitle
the holder of warrants to purchase for cash the amount of common stock, preferred stock or debt securities, at the exercise price stated
or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business
on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement.
After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised
as described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs
the warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the common stock, preferred stock or debt securities that the warrant holder has purchased.
If the warrant holder exercises the warrant for less than all of the warrants represented by the warrant certificate, we will issue a
new warrant certificate for the remaining warrants.
Outstanding Second February 2021 Warrants
On February 16, 2021, we entered into a Securities
Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering, 3,000,000 shares of our
common stock, Second February 2021 Warrants to purchase up to 9,950,250 shares of common stock at an exercise price of $2.01 per share
and pre-funded warrants, which pre-funded warrants have been exercised in full, to purchase up to 6,950,250 shares of common stock at
an exercise price of $0.001 per share. As of June 1, 2021, none of the Second February 2021 Warrants have been exercised.
The material terms of the Second February 2021
Warrants issued are summarized below, which summary is qualified in their entirety by reference to the form of warrant incorporated by
reference as an exhibit to the registration statement of which this prospectus is a part.
The Second February 2021 Warrants had an initial
exercise price of $2.01 per share. The Second February 2021 Warrants are exercisable for one share of common stock, were immediately exercisable
and may be exercised at any time on or after the initial exercise date and on or before the fifth anniversary of the initial issuance
date.
A holder shall have no right to exercise any portion
of a Second February 2021 Warrant, to the extent that, after giving effect to such exercise, such holder, together with such holder’s
affiliates, and any persons acting as a group together with such holder or any such affiliate, would beneficially own in excess of 9.99%
of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock upon
such exercise (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to us, provided
that an increase in the beneficial ownership limitation will not be effective until 61 days following notice to us and provided that such
limitation can never exceed 9.99% and such 61 day period cannot be waived). Beneficial ownership of the holder and its affiliates will
be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Holders of Second
February 2021 Warrants who are subject to such beneficial ownership limitation are and will remain responsible for ensuring their own
compliance with Regulation 13D-G promulgated under the Exchange Act, consistent with their individual facts and circumstances. In addition,
pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, any person who acquires such warrants with the purpose or effect of
changing or influencing the control of our company, or in connection with or as a participant in any transaction having such purpose or
effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying common stock.
The Second February 2021 Warrants are exercisable
for cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise, in which case the holder
would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Second
February 2021 Warrant. No fractional shares will be issued upon the exercise of a Second February 2021 Warrant. As to any fraction of
a share which the holder would otherwise be entitled to purchase upon such exercise, we will, at our election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.
The exercise price of the Second February 2021
Warrants is subject to adjustment (but not below the par value of our common stock) in the case of stock dividends or other distributions
on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations,
reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including
cash, stock or other property to our stockholders.
Outstanding First February 2021 Warrants
On February 12, 2021,
we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering,
7,000,000 shares of our common stock, First February 2021 Warrants to purchase up to 15,000,000 shares of common stock at an exercise
price of $2.00 per share and pre-funded warrants, which pre-funded warrants have been exercised in full, to purchase up to 8,000,000 shares
of common stock at an exercise price of $0.001 per share. As of June 1, 2021, none of the First February 2021 Warrants have been exercised.
The material terms of the First February 2021
Warrants issued are summarized below, which summary is qualified in their entirety by reference to the form of warrant incorporated by
reference as an exhibit to the registration statement of which this prospectus is a part.
The First February 2021 Warrants had an initial
exercise price of $2.00 per share. The First February 2021 Warrants are exercisable for one share of common stock, were immediately exercisable
and may be exercised at any time on or after the initial exercise date and on or before the fifth anniversary of the initial issuance
date.
A holder shall have no right to exercise any portion
of a First February 2021 Warrant, to the extent that, after giving effect to such exercise, such holder, together with such holder’s
affiliates, and any persons acting as a group together with such holder or any such affiliate, would beneficially own in excess of 9.99%
of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock upon
such exercise (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to us, provided
that an increase in the beneficial ownership limitation will not be effective until 61 days following notice to us and provided that such
limitation can never exceed 9.99% and such 61 day period cannot be waived). Beneficial ownership of the holder and its affiliates will
be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Holders of First
February 2021 Warrants who are subject to such beneficial ownership limitation are and will remain responsible for ensuring their own
compliance with Regulation 13D-G promulgated under the Exchange Act, consistent with their individual facts and circumstances. In addition,
pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, any person who acquires such warrants with the purpose or effect of
changing or influencing the control of our company, or in connection with or as a participant in any transaction having such purpose or
effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying common stock.
The First February 2021 Warrants are exercisable
for cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise, in which case the holder
would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the First February
2021 Warrant. No fractional shares will be issued upon the exercise of a First February 2021 Warrant. As to any fraction of a share which
the holder would otherwise be entitled to purchase upon such exercise, we will, at our election, either pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.
The exercise price of the First February 2021
Warrants is subject to adjustment (but not below the par value of our common stock) in the case of stock dividends or other distributions
on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations,
reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including
cash, stock or other property to our stockholders.
Outstanding January 2021 Warrants
On January 24, 2021, we entered into a Securities
Purchase Agreement with an institutional investor, pursuant to which we sold in a registered direct offering, 5,800,000 shares of our
common stock, and January 2021 Warrants to purchase up to 19,354,838 shares of common stock at an exercise price of $1.55 per share and
pre-funded warrants, which pre-funded warrants have been exercised in full, to purchase up to 13,554,838 shares of common stock, at an
exercise price of $0.001 per share. As of June 1, 2021, none of the January 2021 Warrants have been exercised.
The material terms of the January 2021 Warrants
issued are summarized below, which summary is qualified in their entirety by reference to the form of warrant incorporated by reference
as an exhibit to the registration statement of which this prospectus is a part.
The January 2021 Warrants had an initial exercise
price of $1.55 per share. The January 2021 Warrants are exercisable for one share of common stock, were immediately exercisable and may
be exercised at any time on or after the initial exercise date and on or before the fifth anniversary of the initial issuance date.
A holder shall have no right to exercise any portion
of a January 2021 Warrant, to the extent that, after giving effect to such exercise, such holder, together with such holder’s affiliates,
and any persons acting as a group together with such holder or any such affiliate, would beneficially own in excess of 9.99% of the number
of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock upon such exercise
(subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to us, provided that an increase
in the beneficial ownership limitation will not be effective until 61 days following notice to us and provided that such limitation can
never exceed 9.99% and such 61 day period cannot be waived). Beneficial ownership of the holder and its affiliates will be determined
in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Holders of January 2021 Warrants
who are subject to such beneficial ownership limitation are and will remain responsible for ensuring their own compliance with Regulation
13D-G promulgated under the Exchange Act, consistent with their individual facts and circumstances. In addition, pursuant to Rule 13d-3(d)(1)(i)
promulgated under the Exchange Act, any person who acquires such warrants with the purpose or effect of changing or influencing the control
of our company, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition
will be deemed to be the beneficial owner of the underlying common stock.
The January 2021 Warrants are exercisable for
cash or, solely in the absence of an effective registration statement or prospectus, by cashless exercise, in which case the holder would
receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the January 2021
Warrant. No fractional shares will be issued upon the exercise of a January 2021 Warrant. As to any fraction of a share which the holder
would otherwise be entitled to purchase upon such exercise, we will, at our election, either pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.
The exercise price of the January 2021 Warrants
is subject to adjustment (but not below the par value of our common stock) in the case of stock dividends or other distributions on shares
of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations,
reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including
cash, stock or other property to our stockholders.
Outstanding
November 2020 Warrants
On
November 25, 2020, we entered into a Securities Purchase Agreement with an institutional investor, pursuant to which we sold in a registered
direct offering, 5,000,000 shares of our common stock, November 2020 Warrants to purchase up to 8,000,000 shares of common stock at an
exercise price of $1.25 per share and pre-funded warrants, which pre-funded warrants have been exercised in full, to purchase up to 3,000,000
shares of common stock at an exercise price of $0.001 per share. As of June 1, 2021, we had November 2020 Warrants outstanding to purchase
an aggregate of 5,000,000 shares of common stock.
The
material terms of the November 2020 Warrants issued are summarized below, which summary is qualified in their entirety by reference to
the form of warrant incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
The
November 2020 Warrants had an initial exercise price of $1.25 per share. The November 2020 Warrants are exercisable for one share of
common stock, were immediately exercisable and may be exercised at any time on or after the initial exercise date and on or before the
fifth anniversary of the initial issuance date.
A
holder shall have no right to exercise any portion of a November 2020 Warrant, to the extent that, after giving effect to such exercise,
such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate,
would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the
issuance of the shares of common stock upon such exercise (subject to the right of the holder to increase or decrease such beneficial
ownership limitation upon notice to us, provided that an increase in the beneficial ownership limitation will not be effective until
61 days following notice to us and provided that such limitation can never exceed 9.99% and such 61 day period cannot be waived). Beneficial
ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the rules and
regulations promulgated thereunder. Holders of November 2020 Warrants who are subject to such beneficial ownership limitation are and
will remain responsible for ensuring their own compliance with Regulation 13D-G promulgated under the Exchange Act, consistent with their
individual facts and circumstances. In addition, pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, any person who acquires
such warrants with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant
in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the
underlying common stock.
The
November 2020 Warrants are exercisable for cash or, solely in the absence of an effective registration statement or prospectus, by cashless
exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to
the formula set forth in the November 2020 Warrant. No fractional shares will be issued upon the exercise of a November 2020 Warrant.
As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we will, at our election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or
round up to the next whole share.
The
exercise price of the November 2020 Warrants is subject to adjustment (but not below the par value of our common stock) in the case of
stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares
of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject
to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders.
Outstanding
January 2019 Warrants
On
January 15, 2019, we closed a rights offering whereby it sold an aggregate of 12,000 units consisting of an aggregate of 12,000 shares
of Series 5 Preferred Stock and 80 January 2019 Warrants to purchase common stock exercisable for one share of common stock at an exercise
price of $149.85 per share in accordance with the terms and conditions of a warrant agency agreement, As of June 1, 2021, we had January
2019 Warrants outstanding to purchase an aggregate of 2,507 shares of common stock.
The
material terms of the January 2019 Warrants issued are summarized below, which summary is qualified in their entirety by reference to
the form of warrant incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
The
January 2019 Warrants are exercisable for one share of common stock, were immediately exercisable and may be exercised at any time on
or after the initial exercise date and on or before the fifth anniversary of the initial issuance date.
A
holder shall have no right to exercise any portion of a January 2019 Warrant, to the extent that, after giving effect to such exercise,
such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate,
would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the
issuance of the shares of common stock upon such exercise (subject to the right of the holder to increase or decrease such beneficial
ownership limitation upon notice to us, provided that an increase in the beneficial ownership limitation will not be effective until
61 days following notice to us and provided that such limitation can never exceed 9.99% and such 61 day period cannot be waived). Beneficial
ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the rules and
regulations promulgated thereunder. Holders of January 2019 Warrants who are subject to such beneficial ownership limitation are and
will remain responsible for ensuring their own compliance with Regulation 13D-G promulgated under the Exchange Act, consistent with their
individual facts and circumstances. In addition, pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, any person who acquires
such warrants with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant
in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the
underlying common stock.
The
January 2019 Warrants are exercisable for cash or, solely in the absence of an effective registration statement or prospectus, by cashless
exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to
the formula set forth in the January 2019 Warrant. In addition, a cashless exercise may occur after 25 days after the initial exercise
date, if the VWAP (as defined in the January 2019 Warrant) of the common stock on any trading day on or after such date fails to exceed
the initial exercise price (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar
events). In such event, the aggregate number of shares of common stock issuable in such cashless exercise will equal the product of (x)
the aggregate number of shares of common stock that would be issuable upon exercise of the January 2019 Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise and (y) 0.60.
No
fractional shares will be issued upon the exercise of a January 2019 Warrant. As to any fraction of a share which the holder would otherwise
be entitled to purchase upon such exercise, we will, at our election, either pay a cash adjustment in respect of such final fraction
in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.
The
exercise price of the January 2019 Warrants is subject to adjustment (but not below the par value of our common stock) in the case of
stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares
of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject
to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders.
Outstanding
April 2018 Warrants
In
the April 2018 Offering closed on April 24, 2018 (as described above), we issued warrants to all investors in the Units to purchase an
aggregate of 10,230 shares of common stock. As of June 1, 2021, we had April 2018 Warrants outstanding to purchase an aggregate of 61,562
shares of common stock.
The
material terms of the April 2018 Warrants issued are summarized below, which summary is qualified in their entirety by reference to the
form of warrant incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
The
April 2018 Warrants had an initial exercise price per share equal to $1,206.00. The April 2018 Warrants are exercisable for the number
of shares of our common stock underlying the corresponding Unit from its date of issuance and at any time up to the date that is five
years after its original date of issuance.
A
holder shall have no right to exercise any portion of an April 2018 Warrant, to the extent that, after giving effect to such exercise,
such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate,
would beneficially own in excess of 4.99% (or, upon election of a purchaser, 9.99%) of the number of shares of common stock outstanding
immediately after giving effect to the issuance of the shares of common stock upon such exercise (subject to the right of the holder
to increase or decrease such beneficial ownership limitation upon notice to us, provided that an increase in the beneficial ownership
limitation will not be effective until 61 days following notice to us and provided that such limitation can never exceed 9.99% and such
61 day period cannot be waived). Beneficial ownership of the holder and its affiliates will be determined in accordance with Section
13(d) of the Exchange Act, and the rules and regulations promulgated thereunder. Holders of April Warrants who are subject to such beneficial
ownership limitation are and will remain responsible for ensuring their own compliance with Regulation 13D-G promulgated under the Exchange
Act, consistent with their individual facts and circumstances. In addition, pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange
Act, any person who acquires such warrants with the purpose or effect of changing or influencing the control of our company, or in connection
with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the
beneficial owner of the underlying common stock.
The
April 2018 Warrants are exercisable for cash or, solely in the absence of an effective registration statement or prospectus, by cashless
exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to
the formula set forth in the April 2018 Warrant. No fractional shares will be issued upon the exercise of an April 2018 Warrant. As to
any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, we will, at our election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round
up to the next whole share.
The
exercise price of the April 2018 Warrants is subject to adjustment (but not below the par value of our common stock) in the case of stock
dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common
stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations,
upon any distribution of assets, including cash, stock or other property to our stockholders. The April 2018 Warrants contain a full
ratchet price protection feature, to the extent such warrants have not been exercised previously, to adjust the exercise price and number
of shares underlying the warrants if shares of common stock are sold or issued for a consideration per share less than the exercise price
per share then in effect, provided, that the exercise price will not be less than $223.20, with certain standard exempt issuances. On
January 15, 2019, following the rights offering described above, the exercise price of the April 2018 Warrants was reduced to the floor
price of $223.20 and the number of shares issuable upon exercise of such warrants was increased to 61,562 shares of common stock.
Outstanding
February 2018 Warrants
On
February 20, 2018, we completed a public offering for approximately $18 million in securities pursuant to an effective registration statement
on Form S-1, consisting of (1) an aggregate of 1,848 Class A units, at a price to the public of $4,230 per Class A unit, each consisting
of one share of common stock, and a February 2018 Warrant to purchase one share of common stock, and (2) 10,184.9752 Class B units, at
a price to the public of $1,000 per Class B unit, each consisting of one share of the Company’s newly designated Series 3 convertible
preferred stock, par value $0.001 per share (“Series 3 Preferred Stock”), with a stated value of $1,000 and initially convertible
into approximately 1 share of common stock at a conversion price of $4,230 per share for up to an aggregate of 2,408 shares of common
stock and February 2018 Warrants exercisable for the number of shares of common stock into which the shares of Series 3 Preferred Stock
were initially convertible.
The
material terms of the February 2018 Warrants issued are summarized below, which summary is qualified in their entirety by reference to
the form of warrant incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
The
February 2018 Warrants were immediately exercisable at an exercise price of $4,230 per share (subject to adjustment) and will expire
five years after the issuance. If, at any time while the February 2018 Warrants are outstanding we or any of our significant subsidiaries,
as applicable, will sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or
announce any offer, sale, grant or any option to purchase or other disposition) any common stock or common stock equivalents, at an effective
price per share that is less than the exercise price then in effect (such lower price, the “Base Share Price” and such issuances
collectively, a “Dilutive Issuance”), the applicable exercise price shall be reduced and only reduced to equal the Base Share
Price, provided that the Base Share Price shall not be less than $1,141.20 (subject to adjustment for reverse and forward stock splits,
recapitalizations and similar transactions following the date of the securities purchase agreement).
As
a result of the April 2018 Offering, which constituted a Dilutive Issuance under the February 2018 Warrants, the exercise price of the
February 2018 Warrants was adjusted to the floor price of $1,141.20 per share and the number of shares of common stock underlying the
February 2018 Warrants was increased to an aggregate of 24,055 shares of common stock.
Outstanding
Warrants
Outstanding
warrants to purchase our common stock, including the February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the
November 2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants, are as follows:
As
of June 1, 2021, we had warrants issued and outstanding for the purchase of up to 49,398,338 shares of our common stock, at exercise
prices ranging from $1.25 to $16,200. The warrants are held by 120 security holders. Outstanding warrants to purchase our common stock
are as follows:
Issuance Date
|
|
Number of Shares
|
|
|
Exercise Period
|
|
Exercise Price
|
|
June 30, 2017
|
|
|
4
|
|
|
June 30, 2017 to June 30, 2022
|
|
$
|
16,200
|
|
August 9, 2017
|
|
|
24
|
|
|
From August 9, 2017 to August 9, 2022
|
|
$
|
29,700
|
|
January 8, 2018
|
|
|
340
|
|
|
From February 2, 2018 to February 2, 2023
|
|
$
|
5,400
|
|
February 20, 2018
|
|
|
24,055
|
|
|
From February 20, 2018 to February 20, 2023
|
|
$
|
1,141.20
|
|
April 24, 2018
|
|
|
61,562
|
|
|
From April 24, 2018 to April 24, 2023
|
|
$
|
223.20
|
|
January 15, 2019
|
|
|
2,507
|
|
|
From January 15, 2019 to January 15, 2024
|
|
$
|
149.85
|
|
August 15, 2019
|
|
|
4,758
|
|
|
From August 15, 2019 to August 15, 2024
|
|
$
|
12.4875
|
|
November 25, 2020
|
|
|
5,000,000
|
|
|
From November 25, 2020 to November 25, 2025
|
|
$
|
1.25
|
|
January 24, 2021
|
|
|
19,354,838
|
|
|
From January 24, 2021 to January 24, 2025
|
|
$
|
1.55
|
|
February 12, 2021
|
|
|
15,000,000
|
|
|
From February 12, 2021 to February 12, 2026
|
|
$
|
2.00
|
|
February 16, 2021
|
|
|
9,950,250
|
|
|
From February 16, 2021 to February 16, 2026
|
|
$
|
2.01
|
|
Indemnification
of Directors and Officers
Section
78.7502 of the Nevada Revised Statutes (“NRS”) provides, in general, that a corporation incorporated under the laws of the
State of Nevada, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than a derivative action by or
in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person (a) is not liable pursuant
to Section 73.138 of the NRS, and (b) acted in good faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such
person’s conduct was unlawful. In the case of a derivative action, a Nevada corporation may indemnify any such person against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such
action or suit if such person (a) is not liable pursuant to Section 73.138 of the NRS, and (b) acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the corporation.
Our
articles of incorporation and Bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in
the manner permitted by the provisions of the NRS, as amended from time to time, subject to any permissible expansion or limitation of
such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract.
Any
repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation
on the liability of any of our directors or officers existing as of the time of such repeal or modification.
We
are also permitted to maintain insurance on behalf of any director, officer, employee or other agent for liability arising out of his
actions, whether or not the NRS would permit indemnification.
INSOFAR
AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING
PERSONS PURSUANT TO THE FORGOING PROVISIONS OR OTHERWISE, WE HAVE BEEN INFORMED THAT, IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION,
SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND IS, THEREFORE, UNENFORCEABLE.
Anti-Takeover
Effects of Nevada Law and our Articles of Incorporation and Bylaws
Our
articles of incorporation, our bylaws and the Nevada Revised Statutes contain provisions that could delay or make more difficult an acquisition
of control of our company not approved by our board of directors, whether by means of a tender offer, open market purchases, proxy contests
or otherwise. These provisions have been implemented to enable us to develop our business in a manner that will foster our long-term
growth without disruption caused by the threat of a takeover not deemed by our board of directors to be in the best interest of our company
and our stockholders. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition
or change of control of our company even if such a proposal, if made, might be considered desirable by a majority of our stockholders.
These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management
without the concurrence of our board of directors.
Set
forth below is a description of the provisions contained in our articles of incorporation, bylaws and Nevada Revised Statutes that could
impede or delay an acquisition of control of our company that our board of directors has not approved. This description is intended as
a summary only and is qualified in its entirety by reference to our articles of incorporation and bylaws, forms of each of which are
included as exhibits to the registration statement of which this prospectus forms a part.
Authorized
But Unissued Preferred Stock
We
are currently authorized to issue a total of 5,000,000 shares of preferred stock. Our articles of incorporation provide that the board
of directors may issue preferred stock by resolutions, without any action of the stockholders. In the event of a hostile takeover, the
board of directors could potentially use this preferred stock to preserve control.
Filling
Vacancies
Our
bylaws establish that the board shall be authorized to fill any vacancies on the board arising due to the death, resignation or removal
of any director. The board is also authorized to fill vacancies if the stockholders fail to elect the full authorized number of directors
to be elected at any annual or special meeting of stockholders. Vacancies in the board may be filled by a majority of the remaining directors
then in office, even though less than a quorum of the board, or by a sole remaining director.
Removal
of Directors
The
provisions of our bylaws may make it difficult for our stockholders to remove one or more of our directors. Our bylaws provide that the
entire board of directors, or any individual director, may be removed from office at any special meeting of stockholders called for such
purpose by vote of the holders of two-thirds of the voting power entitling the stockholders to elect directors in place of those to be
removed. Furthermore, according to our bylaws, no director may be removed (unless the entire board is removed) when the votes cast against
removal or not consenting in writing to such removal would be sufficient to elect such director if voted cumulatively at an election
at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were
voted) and the entire number of directors authorized at the time of the directors’ most recent election were then being elected.
Our bylaws also provide that when, by the provisions of our articles of incorporation, the holders of the shares of any class or series
voting as a class or series are entitled to elect one or more directors, any director so elected may be removed only by the applicable
vote of the holders of the shares of that class or series.
Board
Action Without Meeting
Our
bylaws provide that the board may take action without a meeting if all the members of the board consent to the action in writing. Board
action through consent allows the board to make swift decisions, including in the event that a hostile takeover threatens current management.
No
Cumulative Voting
Our
bylaws and articles of incorporation do not provide the right to cumulate votes in the election of directors. This provision means that
the holders of a plurality of the shares voting for the election of directors can elect all of the directors. Non-cumulative voting makes
it more difficult for an insurgent minority stockholder to elect a person to the board of directors.
Stockholder
Proposals
Except
to the extent required under applicable laws, we are not required to include on our proxy card, or describe in our proxy statement, any
information relating to any stockholder proposal and disseminated in connection with any meeting of stockholders.
Amendments
to Articles of Incorporation and Bylaws
Our
articles of incorporation give both the directors and the stockholders the power to adopt, alter or repeal the bylaws of the corporation.
Any adoption, alteration, amendment, change or repeal of the bylaws by the stockholders requires an affirmative vote by a majority of
the outstanding stock of the company. Any bylaw that has been adopted, amended, or repealed by the stockholders may be amended or repealed
by the board, except that the board shall have no power to change the quorum for meetings of stockholders or of the board or to change
any provisions of the bylaws with respect to the removal of directors or the filling of vacancies in the board resulting from the removal
by the stockholders. Any proposal to amend, alter, change or repeal any provision of our articles of incorporation requires approval
by the affirmative vote of a majority of the voting power of all of the classes of our capital stock entitled to vote on such amendment
or repeal, voting together as a single class, at a duly constituted meeting of stockholders called expressly for that purpose.
Nevada
Statutory Provisions
We
are subject to the provisions of NRS 78.378 to 78.3793, inclusive, an anti-takeover law, which applies to any acquisition of a controlling
interest in an “issuing corporation.” In general, such anti-takeover laws permit the articles of incorporation, bylaws or
a resolution adopted by the directors of an “issuing corporation” (as defined in NRS 78.3788) to impose stricter requirements
on the acquisition of a controlling interest in such corporation than the provisions of NRS 78.378 to 78.3793, inclusive, as well as
permit the directors of an issuing corporation to take action to protect the interests of the corporation and its stockholders, including,
but not limited to, adopting plans, arrangements or other instruments that grant or deny rights, privileges, power or authority to holder(s)
of certain percentages of ownership and/or voting power. Further, an “acquiring person” (and those acting in association)
only obtains such voting rights in the control shares as are conferred by resolution of the stockholders at either a special meeting
requested by the acquiring person, provided it delivers an offeror’s statement pursuant to NRS 78.3789 and undertakes to pay the
expenses thereof, or at the next special or annual meeting of stockholders. In addition, the anti-takeover law generally provides for
(i) the redemption by the issuing corporation of not less than all of the “control shares” (as defined) in accordance with
NRS 78.3792, if so provided in the articles of incorporation or bylaws in effect on the 10th day following the acquisition of a controlling
interest in an “issuing corporation”, and (ii) dissenter’s rights pursuant to NRS 92A.300 to 92A.500, inclusive, for
stockholders that voted against authorizing voting rights for the control shares.
We
are also subject to the provisions of NRS 78.411 to 78.444, inclusive, which generally prohibits a publicly held Nevada corporation from
engaging in a “combination” with an “interested stockholder” (each as defined) that is the beneficial owner,
directly or indirectly, of at least ten percent of the voting power of the outstanding voting shares of the corporation or is an affiliate
or associate of the corporation that previously held such voting power within the past three years, for a period of three years after
the date the person first became an “interested stockholder”, subject to certain exceptions for authorized combinations,
as provided therein.
In
accordance with NRS 78.195, our articles of incorporation provide for the authority of the board of directors to issue shares of preferred
stock in series by filing a certificate of designation to establish from time to time the number of shares to be included in such series
and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions
thereof, subject to limitations prescribed by law.
Market-Making,
Stabilization and Other Transactions
There
is currently no market for any of the offered securities, other than our common stock which is traded on the Nasdaq Capital Market.
If the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering price, depending
upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter could
inform us that it intends to make a market in the offered securities, any such underwriter would not be obligated to do so, and any such
market-making could be discontinued at any time without notice. Therefore, no assurance can be given as to whether an active trading
market will develop for the offered securities. We have no current plans for listing of the debt securities, preferred stock, warrants
or subscription rights on any securities exchange or quotation system. Any such listing with respect to any particular debt securities,
preferred stock, warrants or subscription rights will be described in the applicable prospectus supplement or other offering materials,
as the case may be.
The
Securities the Selling Security Holders May Offer
In
addition to the securities we may offer, the Selling Security Holders may use this prospectus to offer and sell in one or more secondary
offerings up to 19,911,477 shares of common stock that we issued or that are issuable to the Selling Security Holders as Purchaser Shares
and Earnout Shares in partial consideration for the acquisition of all of the outstanding capital stock of CXApp. The Selling Security
Holders’ shares have been included in the registration statement of which this prospectus is a part in satisfaction of registration
rights granted to the Selling Security Holders.
SELLING
SECURITY HOLDERS
We
are registering the Purchaser Shares and the Earnout Shares in order to permit the Selling Security Holders to offer the shares of our
common stock included in the Purchaser Shares and the Earnout Shares, when issued, as applicable, for resale from time to time. See “Plan
of Distribution.” None of the Selling Security Holders nor any of their affiliates has held an executive office, or had any
other material relationship, with us or any of our affiliates in the past three years.
The
table below lists information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act, and the rules
and regulations thereunder) of the shares of common stock held by each Selling Security Holder supplied to us by the Selling Security
Holders.
The
second column lists the number of shares of common stock beneficially owned by each Selling Security Holder as of June 1, 2021, based
on the ownership of shares of common stock that have been issued and could be issued pursuant to warrants, options and other convertible
securities that are currently exercisable or exercisable within 60 days of June 1, 2021, without taking account of any limitations on
exercise of these securities set forth therein.
The
third column lists the shares of common stock being offered by this prospectus by each Selling Security Holder.
The
fourth column assumes the sale of all of the shares offered by each selling stockholders pursuant to this prospectus.
Each
Selling Security Holder agreed that, for so long as such Selling Security Holder owns any Purchaser Shares or any Earnout Shares, such
Selling Security Holder will not, directly or indirectly, without our prior written consent, agree or offer to sell, dispose or otherwise
transfer any such shares of common stock, except that a Selling Security Holder may, on any trading day, sell that number of shares that,
when aggregated, is equal to 10% of the daily trading volume for the common stock on the Nasdaq Capital Market, or any other trading
market on which the common stock is listed, on such trading day; provided, that a Selling Security Holder will be permitted to sell during
any 30-day period (i) an amount of Purchaser Shares up to 25% of such Selling Security Holder’s initial aggregate amount of Purchaser
Shares owned and (ii) an amount of Earnout Shares up to 50% of such Selling Security Holder’s initial aggregate amount of Earnout
Shares owned.
Name of Selling Security Holder
|
|
Number of
Shares of Common Stock
Owned Prior
to
Offering
|
|
|
|
Maximum
Number of
Shares
of Common
Stock
to be Sold
Pursuant to
this
Prospectus
|
|
|
Number of
Shares of
Common Stock
of Owned
After
Offering
|
|
Leon Papkoff
|
|
|
9,545,646
|
(1)
|
|
|
|
9,545,646
|
(1)
|
|
|
-
|
|
Skye Barcus
|
|
|
3,612,337
|
(2)
|
|
|
|
3,612,337
|
(2)
|
|
|
-
|
|
Andrea Williams
|
|
|
1,587,086
|
(3)
|
|
|
|
1,587,086
|
(3)
|
|
|
-
|
|
Darby Mason-Werner
|
|
|
779,399
|
(4)
|
|
|
|
779,399
|
(4)
|
|
|
-
|
|
Chan Hok Leong (aka Jimmy Chan)
|
|
|
793,543
|
(5)
|
|
|
|
793,543
|
(5)
|
|
|
-
|
|
Li Yuelin (aka Melanie Li)
|
|
|
711,508
|
(6)
|
|
|
|
711,508
|
(6)
|
|
|
-
|
|
Thomas Wyatt
|
|
|
299,850
|
(7)
|
|
|
|
299,850
|
(7)
|
|
|
-
|
|
Chen Chunguang (aka Neo Chen)
|
|
|
69,452
|
(8)
|
|
|
|
69,452
|
(8)
|
|
|
-
|
|
Cai Chengyue (aka Sun Cai)
|
|
|
62,380
|
(9)
|
|
|
|
62,380
|
(9)
|
|
|
-
|
|
Glenda R. Juele
|
|
|
117,690
|
(10)
|
|
|
|
117,690
|
(10)
|
|
|
-
|
|
Lin Yanjia (aka Flyblue Lin)
|
|
|
57,572
|
(11)
|
|
|
|
57,572
|
(11)
|
|
|
-
|
|
Lin Jiazhen (aka Root Lin)
|
|
|
57,572
|
(12)
|
|
|
|
57,572
|
(12)
|
|
|
-
|
|
Tan Yongxiang (aka Xiang Tan)
|
|
|
29,917
|
(13)
|
|
|
|
29,917
|
(13)
|
|
|
-
|
|
Yulih Lee (aka Lillie Lee)
|
|
|
22,630
|
(14)
|
|
|
|
22,630
|
(14)
|
|
|
-
|
|
Alex Le
|
|
|
354,488
|
(15)
|
|
|
|
354,488
|
(15)
|
|
|
-
|
|
Jeff Dumo
|
|
|
311,165
|
(16)
|
|
|
|
311,165
|
(16)
|
|
|
-
|
|
Kenny Chen
|
|
|
311,165
|
(17)
|
|
|
|
311,165
|
(17)
|
|
|
-
|
|
Patrick Lee
|
|
|
245,905
|
(18)
|
|
|
|
245,905
|
(18)
|
|
|
-
|
|
Stephen Wang
|
|
|
238,579
|
(19)
|
|
|
|
238,579
|
(19)
|
|
|
-
|
|
Senh Duong
|
|
|
245,905
|
(20)
|
|
|
|
245,905
|
(20)
|
|
|
-
|
|
Joe Huang
|
|
|
41,855
|
(21)
|
|
|
|
41,855
|
(21)
|
|
|
-
|
|
Bobby Lee
|
|
|
41,855
|
(22)
|
|
|
|
41,855
|
(22)
|
|
|
-
|
|
Binh Ngo
|
|
|
41,855
|
(23)
|
|
|
|
41,855
|
(23)
|
|
|
-
|
|
Chih-hung Yeh
|
|
|
41,855
|
(24)
|
|
|
|
41,855
|
(24)
|
|
|
-
|
|
Alda Lee
|
|
|
29,299
|
(25)
|
|
|
|
29,299
|
(25)
|
|
|
-
|
|
Paul Lee
|
|
|
29,299
|
(26)
|
|
|
|
29,299
|
(26)
|
|
|
-
|
|
John Joh
|
|
|
29,299
|
(27)
|
|
|
|
29,299
|
(27)
|
|
|
-
|
|
Mark Moran
|
|
|
28,136
|
(28)
|
|
|
|
28,136
|
(28)
|
|
|
-
|
|
Susan Nakasora
|
|
|
28,136
|
(29)
|
|
|
|
28,136
|
(29)
|
|
|
-
|
|
Chung Yu Wang
|
|
|
29,299
|
(30)
|
|
|
|
29,299
|
(30)
|
|
|
-
|
|
Lily Chi
|
|
|
40,693
|
(31)
|
|
|
|
40,693
|
(31)
|
|
|
-
|
|
Larry Barber
|
|
|
16,742
|
(32)
|
|
|
|
16,742
|
(32)
|
|
|
-
|
|
Kai Chang
|
|
|
1,395
|
(33)
|
|
|
|
1,395
|
(33)
|
|
|
-
|
|
Boon Khoo
|
|
|
1,395
|
(34)
|
|
|
|
1,395
|
(34)
|
|
|
-
|
|
Matt Stone
|
|
|
56,575
|
(35)
|
|
|
|
56,575
|
(35)
|
|
|
-
|
|
Total:
|
|
|
|
|
|
|
|
19,911,477
|
|
|
|
|
|
|
(1)
|
Includes
(i) 4,042,328 shares of common stock included in the Purchaser Shares, and (ii) 5,503,318 shares of common stock included in the Earnout
Shares issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(2)
|
Includes
(i) 1,510,568 shares of common stock included in the Purchaser Shares, and (ii) 2,101,769 shares of common stock included in the Earnout
Shares issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(3)
|
Includes
(i) 480,892 shares of common stock included in the Purchaser Shares, and (ii) 1,106,194 shares of common stock included in the Earnout
Shares issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(4)
|
Includes
(i) 226,302 shares of common stock included in the Purchaser Shares, and (ii) 553,097 shares of common stock included in the Earnout
Shares issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(5)
|
Includes
(i) 240,446 shares of common stock included in the Purchaser Shares, and (ii) 553,097 shares of common stock included in the Earnout
Shares issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(6)
|
Includes
(i) 158,411 shares of common stock included in the Purchaser Shares, and (ii) 553,097 shares of common stock included in the Earnout
Shares issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(7)
|
Includes
299,850 shares of common stock included in the Purchaser Shares.
|
|
(8)
|
Includes
(i) 14,143 shares of common stock included in the Purchaser Shares, and (ii) 55,309 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(9)
|
Includes
(i) 7,071 shares of common stock included in the Purchaser Shares, and (ii) 55,309 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(10)
|
Includes
(i) 7,071 shares of common stock included in the Purchaser Shares, and (ii) 110,619 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(11)
|
Includes
(i) 2,263 shares of common stock included in the Purchaser Shares, and (ii) 55,309 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(12)
|
Includes
(i) 2,263 shares of common stock included in the Purchaser Shares, and (ii) 55,309 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(13)
|
Includes
(i) 2,263 shares of common stock included in the Purchaser Shares, and (ii) 27,654 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(14)
|
Includes
22,630 shares of common stock included in the Purchaser Shares.
|
|
(15)
|
Includes
(i) 22,630 shares of common stock included in the Purchaser Shares, and (ii) 331,858 shares of common stock included in the Earnout Shares
issuable upon the receipt of stockholder approval, in accordance with and as required by the Nasdaq Listing Rules.
|
|
(16)
|
Includes
311,165 shares of common stock included in the Purchaser Shares.
|
|
(17)
|
Includes
311,165 shares of common stock included in the Purchaser Shares.
|
|
(18)
|
Includes
245,905 shares of common stock included in the Purchaser Shares.
|
|
(19)
|
Includes
238,579 shares of common stock included in the Purchaser Shares.
|
|
(20)
|
Includes
245,905 shares of common stock included in the Purchaser Shares.
|
|
(21)
|
Includes
41,855 shares of common stock included in the Purchaser Shares.
|
|
(22)
|
Includes
41,855 shares of common stock included in the Purchaser Shares.
|
|
(23)
|
Includes
41,855 shares of common stock included in the Purchaser Shares.
|
|
(24)
|
Includes
41,855 shares of common stock included in the Purchaser Shares.
|
|
(25)
|
Includes
29,299 shares of common stock included in the Purchaser Shares.
|
|
(26)
|
Includes
29,299 shares of common stock included in the Purchaser Shares.
|
|
(27)
|
Includes
29,299 shares of common stock included in the Purchaser Shares.
|
|
(28)
|
Includes
28,136 shares of common stock included in the Purchaser Shares.
|
|
(29)
|
Includes
28,136 shares of common stock included in the Purchaser Shares.
|
|
(30)
|
Includes
29,299 shares of common stock included in the Purchaser Shares.
|
|
(31)
|
Includes
40,693 shares of common stock included in the Purchaser Shares.
|
|
(32)
|
Includes
16,742 shares of common stock included in the Purchaser Shares.
|
|
(33)
|
Includes
1,395 shares of common stock included in the Purchaser Shares.
|
|
(34)
|
Includes
1,395 shares of common stock included in the Purchaser Shares.
|
|
(35)
|
Includes
56,575 shares of common stock included in the Purchaser Shares.
|
PLAN
OF DISTRIBUTION
We
may offer and sell the securities in any one or more of the following ways:
|
●
|
to
or through underwriters, brokers or dealers;
|
|
●
|
directly
to one or more other purchasers;
|
|
●
|
through
a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may
position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
through
agents on a best-efforts basis;
|
|
●
|
in
“at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing
at the time of sale or at prices related to such prevailing market prices, including sales made directly on the Nasdaq Capital Market
or sales made through a market maker other than on an exchange or other similar offerings through sales agents; or
|
|
●
|
otherwise
through any other method permitted by applicable law or a combination of any of the above methods of sale.
|
In
addition, we may enter into option, share lending or other types of transactions that require us to deliver shares of common stock to
an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus. We may also enter
into hedging transactions with respect to our securities. For example, we may:
|
●
|
enter
into transactions involving short sales of the shares of common stock by underwriters, brokers or dealers;
|
|
●
|
sell
shares of common stock short and deliver the shares to close out short positions;
|
|
●
|
enter
into option or other types of transactions that require the delivery of shares of common stock to an underwriter, broker or dealer,
who will then resell or transfer the shares of common stock under this prospectus; or
|
|
●
|
loan
or pledge the shares of common stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default,
sell the pledged shares.
|
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities pledged by or borrowed from us or others to settle those sales or to close out any related open borrowings
of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock.
The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the
applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other
third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other
securities.
Each
time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer
and sale of the securities. Any prospectus supplement will also set forth the terms of the offering, including:
|
●
|
the
purchase price of the securities and the proceeds we will receive from the sale of the securities;
|
|
●
|
any
underwriting discounts and other items constituting underwriters’ compensation;
|
|
●
|
any
public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers;
|
|
●
|
any
commissions allowed or paid to agents;
|
|
●
|
any
other offering expenses;
|
|
●
|
any
securities exchanges on which the securities may be listed;
|
|
●
|
the
method of distribution of the securities;
|
|
●
|
the
terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and
|
|
●
|
any
other information we think is important.
|
If
underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. The
securities may be sold from time to time by us in one or more transactions:
|
●
|
at
a fixed price or prices, which may be changed;
|
|
●
|
at
market prices prevailing at the time of sale;
|
|
●
|
at
prices related to such prevailing market prices;
|
|
●
|
at
varying prices determined at the time of sale; or
|
Such
sales may be effected:
|
●
|
in
transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time
of sale;
|
|
●
|
in
transactions in the over-the-counter market;
|
|
●
|
in
block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell
a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both
sides of the trade;
|
|
●
|
through
the writing of options; or
|
|
●
|
through
other types of transactions.
|
The
securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly
by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to
purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to
purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or reallowed
or paid by underwriters or dealers to other dealers may be changed from time to time.
The
securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in the offer or sale of
the securities in respect of which this prospectus is delivered will be named, and any commissions payable to such agent will be set
forth in, the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
Unless
otherwise specified in the related prospectus supplement, all securities we offer, other than common stock, will be new issues of securities
with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. Any common stock sold pursuant to a prospectus supplement will be listed for
trading on the Nasdaq Capital Market or other principal market for our common stock. We may apply to list any series of preferred stock
or warrants on an exchange, but we are not obligated to do so. Therefore, there may not be liquidity or a trading market for any series
of securities.
Offers
to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made by us directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the
securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.
Some
of the underwriters, dealers or agents used by us in any offering of securities under this prospectus may be customers of, engage in
transactions with, and perform services for us or affiliates of ours in the ordinary course of business. Underwriters, dealers, agents
and other persons may be entitled to indemnification against and contribution toward certain civil liabilities, including liabilities
under the Securities Act, and to be reimbursed for certain expenses.
Subject
to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold
in the United States through underwriters, dealers or otherwise.
Any
underwriters to which offered securities are sold by us for public offering and sale may engage in transactions that stabilize, maintain
or otherwise affect the price of the common shares during and after the offering, but those underwriters will not be obligated to do
so and may discontinue any market making at any time. Specifically, the underwriters may over-allot or otherwise create a short position
in the common shares for their own accounts by selling more shares of common stock than have been sold to them by us. The underwriters
may elect to cover any such short position by purchasing common stock in the open market or by exercising the over-allotment option granted
to the underwriters. In addition, the underwriters may stabilize or maintain the price of the common stock by bidding for or purchasing
common stock in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members
or other broker-dealers participating in the offering are reclaimed if shares of common stock previously distributed in the offering
are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize
or maintain the market price of the common stock at a level above that which might otherwise prevail in the open market. The imposition
of a penalty bid may also affect the price of the common stock to the extent that it discourages resales of the common stock. The magnitude
or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the Nasdaq Capital Market or
otherwise and, if commenced, may be discontinued at any time.
In
connection with the offering, the underwriters and selling group members may also engage in passive market making transactions in our
common stock. Passive market making consists of displaying bids on the Nasdaq Capital Market limited by the prices of independent market
makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits
the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize
the market price of the common shares at a level above that which might otherwise prevail in the open market and, if commenced, may be
discontinued at any time.
We
are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation
M. This regulation may limit the timing of purchases and sales of any of the shares of common stock offered in this prospectus by any
person. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to our activities.
The
anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating
to the offering.
Any
broker-dealer participating in the distribution of the shares of common stock may be deemed to be an “underwriter” within
the meaning of the Securities Act with respect to any securities such entity sells pursuant to this prospectus.
To
comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.
We
are offering an aggregate of 49,394,058 shares of common stock, which were previously registered under the Prior Registration Statement.
upon the conversion of the outstanding Series 4 Preferred Stock, the Series 5 Preferred Stock and exercise of the February 2018 Warrants,
the April 2018 Warrants, the January 2019 Warrants, the November 2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants
and the Second February 2021 Warrants, provided that we will not receive an additional consideration for the conversion of the Series
4 Preferred Stock and the Series 5 Preferred Stock. Shares of common stock issuable upon the conversion of the outstanding Series 4 Preferred
Stock and Series 5 Preferred Stock or the exercise of the February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants,
the November 2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants and the Second February 2021 Warrants will trade
on the Nasdaq Capital Market under the symbol “INPX.”
The
shares of common stock issuable upon the conversion of the outstanding Series 4 Preferred Stock and Series 5 Preferred Stock and the
exercise of the February 2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the November 2020 Warrants, the January 2021
Warrants, the First February 2021 Warrants and the Second February 2021 Warrants will not be offered through underwriters, brokers or
dealers. We will not pay any compensation in connection with the offering of these shares upon conversion of the outstanding Series 4
Preferred Stock or Series 5 Preferred Stock or the exercise of the February 2018 Warrants, the April 2018 Warrants, the January 2019
Warrants, the November 2020 Warrants, the January 2021 Warrants, the First February 2021 Warrants or the Second February 2021 Warrants.
The shares of common stock will be distributed to those holders of the Series 4 Preferred Stock, the Series 5 Preferred Stock, the February
2018 Warrants, the April 2018 Warrants, the January 2019 Warrants, the November 2020 Warrants, the January 2021 Warrants, the First February
2021 Warrants or the Second February 2021 Warrants who properly converted their Series 4 Preferred Stock or Series 5 Preferred Stock
or exercised their warrants and deliver payment of the aggregate exercise price, in accordance with the terms of the warrants.
We
are also registering the shares of our common stock issued or issuable to the Selling Security Holders as Purchaser Shares and Earnout
Shares to permit the resale of these shares by the Selling Security Holders from time to time after the date of this prospectus. We will
not receive any of the proceeds from the sale by the Selling Security Holders of the shares of common stock. We will bear all fees and
expenses incident to our obligation to register the Purchaser Shares and the Earnout Shares. Each Selling Security Holder may sell all
or a portion of the shares of common stock held by it and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Security Holder
will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in
one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time
of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant
to one or more of the following methods:
|
●
|
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
●
|
in
the over-the-counter market;
|
|
●
|
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
●
|
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately
negotiated transactions;
|
|
●
|
short
sales made after the date the registration statement is declared effective by the SEC;
|
|
●
|
broker-dealers
may agree with a Selling Security Holder to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
a
combination of any such methods of sale; and
|
|
●
|
any
other method permitted pursuant to applicable law.
|
Each
Selling Security Holder may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather
than under this prospectus. In addition, each Selling Security Holder may transfer the shares of common stock by other means not described
in this prospectus. If any Selling Security Holder effects such transactions by selling shares of common stock to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or
commissions from the Selling Security Holder or commissions from purchasers of the shares of common stock for whom they may act as agent
or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or
otherwise, each Selling Security Holder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales
of the shares of common stock in the course of hedging in positions they assume. Each Selling Security Holder may also sell shares of
common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. Each Selling Security Holder may also loan or pledge shares of common stock to broker-dealers
that in turn may sell such shares.
Each
Selling Security Holder may pledge or grant a security interest in part or all of its Purchaser Shares and Earnout Shares and, if it
defaults in the performance of the secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
included in the Purchaser Shares and the Earnout Shares time to time pursuant to this prospectus or any amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling security holders
to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. Each Selling Security
Holder also may transfer and donate the shares of common stock included in the Purchaser Shares and the Earnout Shares in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of
this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the Selling Security Holders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of
the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus
supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the
terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting
compensation from the Selling Security Holders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that the Selling Security Holders will sell any or all of the shares of common stock registered pursuant to the registration
statement, of which this prospectus forms a part.
The
Selling Security Holders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange
Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Security Holders and any other
participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock.
We
will pay all expenses of the registration of the shares of common stock, including, without limitation, SEC filing fees and expenses
of compliance with state securities or “blue sky” laws; provided, however, the Selling Security Holders will pay all underwriting
discounts and selling commissions, if any.
Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the
hands of persons other than our affiliates.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby will be passed upon for us by Mitchell Silberberg & Knupp LLP (“MSK”),
New York, New York. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel we will name
in the applicable prospectus supplement. As of the date of this filing, MSK and certain principals of the firm beneficially own securities
of the Company representing in the aggregate less than five percent of the shares of the registrant’s common stock outstanding
immediately prior to the filing of this registration statement. Although MSK is not obligated to, it may accept securities of the Company
as payment for services in the future.
EXPERTS
Marcum
LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report
on Form 10-K for the years ended December 31, 2020 and 2019, as set forth in their report, which is incorporated by reference in
the prospectus and elsewhere in this registration statement. Our consolidated financial statements are incorporated by reference in reliance
on Marcum LLP, given on their authority as experts in accounting and auditing.
ECOVIS
Audit AG, independent registered public accounting firm, has audited the financial statements of nanotron Technologies GmbH as of December
31, 2019 and for the year ended December 31, 2019, included in our Current Report on Form 8-K/A filed with the SEC on January 15, 2021,
as set forth in their report, which is incorporated herein by reference in this prospectus. Such financial statements are incorporated
by reference in reliance on ECOVIS Audit AG, given their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act, with respect to the securities covered by this
prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the
registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered
by this prospectus, please see the registration statement and the exhibits filed with the registration statement. A copy of the registration
statement and the exhibits filed with the registration statement may be inspected without charge at the Public Reference Room maintained
by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information
about the operation of the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC. The address of the website is http://www.sec.gov.
We
are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic
reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available
for inspection and copying at the Public Reference Room and website of the SEC referred to above. We maintain a website at http://www.inpixon.com.
You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments
to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon
as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information
contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC and applicable law permits us to “incorporate by reference” into this prospectus information that we have or may in the
future file with the SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions
of Form 8-K). This means that we can disclose important information by referring you to those documents. You should read carefully the
information incorporated herein by reference because it is an important part of this prospectus. We hereby incorporate by reference the
following documents into this prospectus:
|
●
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021;
|
|
|
|
|
●
|
Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, as filed with the SEC on May 17, 2021 ;
|
|
|
|
|
●
|
our Current Reports on Form 8-K, as filed with the SEC on January 25, 2021 (other than any portion of the filing that is furnished rather than filed pursuant to Item 7.01), February 12, 2021 (other than any portion of the filing that is furnished rather than filed pursuant to Item 7.01), February 17, 2021 (other than any portion of the filing that is furnished rather than filed pursuant to Item 7.01), February 26, 2021, March 19, 2021, April 14, 2021, April 29, 2021 and May 6, 2021 and on Form 8-K/A, as filed with the SEC on January 15, 2021 and April 23, 2021; and
|
|
|
|
|
●
|
the description of our common stock included in our Registration Statement on Form 8-A, as filed with the SEC on April 7, 2014 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
|
Additionally,
all documents filed by us subsequent to those listed above with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form
8-K), prior to the termination or completion of the offerings (including all such documents filed with the SEC after the date of the
initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference
into this prospectus from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that
is incorporated by reference as described above will automatically update and supersede any previous information that is part of this
prospectus.
Upon
written or oral request, we will provide you without charge, a copy of any or all of the documents incorporated by reference, other than
exhibits to those documents unless the exhibits are specifically incorporated by reference in the documents. Please send requests to:
Inpixon
Attn:
Secretary
2479
E. Bayshore Road, Suite 195
Palo
Alto, CA 94303
58,750
Shares of Series 7 Convertible Preferred Stock
47,000,000
Shares of Common Stock Underlying the Series 7 Convertible Preferred Stock
Warrants
to purchase up to 47,000,000 Shares of Common Stock
PROSPECTUS
SUPPLEMENT
Placement
Agent
MAXIM
GROUP LLC
September
13, 2021
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Sep 2023 to Sep 2024