Current Report Filing (8-k)
December 13 2021 - 5:17PM
Edgar (US Regulatory)
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0001529113
2021-12-08
2021-12-08
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 8, 2021
INPIXON
(Exact name of registrant as specified in its charter)
Nevada
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001-36404
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88-0434915
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2479 E. Bayshore Road, Suite 195
Palo Alto, CA
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94303
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (408) 702-2167
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock
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INPX
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material
Definitive Agreement.
On December 8,
2021, Inpixon (the “Company”), through its wholly-owned subsidiary, Nanotron Technologies GmbH, a limited liability
company incorporated under the laws of Germany (the “Purchaser”), entered into that certain Share Sale and Purchase
Agreement (the “Purchase Agreement”) with the shareholders (the “Sellers”) of IntraNav GmbH, a limited
liability company incorporated under the laws of Germany (“IntraNav”), to acquire 100% of the outstanding capital stock
(the “IntraNav Shares”) of IntraNav (the “Acquisition”). IntraNav is a leading industrial IoT
(“IIoT”), real-time location system (“RTLS”), and sensor data services provider. All defined terms used
herein and not otherwise defined have the meanings set forth in the Purchase Agreement.
On December 9, 2021 (the
“Closing Date”), the Purchaser acquired the IntraNav Shares from the for an aggregate purchase price of EUR 1,000,000, subject to certain adjustments.
The Purchase Agreement
includes customary representations and warranties, as well as certain covenants, including, inter alia, that the Managing Directors, so
long as they are employees of the Purchaser, shall not, for a period of two (2) years following the Closing Date, directly or indirectly,
compete with the Company in activities related to IIoT platforms and other RTLS solutions and technologies.
In addition, pursuant
to the terms of the Purchase Agreement, the Company allocated 7,100,629 stock options (the “Stock Options”) from its
2018 Employee Stock Incentive Plan for issuance to IntraNav employees, which shall be subject to vesting terms of up to four (4) years
from the Closing Date.
The Purchase Agreement
provides for potential indemnification claims by the Purchaser against the Sellers, as applicable, subject to certain limitations and
conditions. If such claims are made against the Founders, then such liability can, in the sole discretion of each Founder, be covered
in cash or by forfeiting parts of their Stock Options, which will be valued in an amount equal to the Adjusted Strike Price determined
as of the payment date of the claim amount.
The foregoing description
of the Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report
on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company has determined that the Acquisition does not constitute
an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, financial statements contemplated
by Item 9.01 of Form 8-K are not required to be reported by Form 8-K with respect to such acquisition.
(b) Pro forma financial information.
The Company has determined that the Acquisition does not constitute
an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, pro forma financial information
contemplated by Item 9.01 of Form 8-K is not required to be reported by Form 8-K with respect to such acquisition.
*
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Certain schedules, exhibits and similar attachments have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. Inpixon hereby undertakes to furnish copies of such omitted materials supplementally
upon request by the U.S. Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INPIXON
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Date: December 13, 2021
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By:
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/s/ Nadir Ali
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Name:
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Nadir Ali
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Title:
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Chief Executive Officer
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2
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