Current Report Filing (8-k)
January 28 2022 - 5:22PM
Edgar (US Regulatory)
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0001529113
2022-01-28
2022-01-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 28, 2022
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
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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
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Entry into a Material Definitive Agreement.
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Exchange Agreement
On January 28, 2022,
Inpixon (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with the holder (the
“Warrant Holder”) of certain existing warrants of the Company (the “Existing Warrants”), which were
exercisable for an aggregate of 49,305,088 shares of the Company’s common stock. Pursuant to the Exchange Agreement, the
Company has agreed to issue to the Warrant Holder an aggregate of 13,811,407 shares of common stock (collectively, the
“Exchange Common Shares”) and rights (the “Rights”) to receive an aggregate of 3,938,424 shares of common
stock (collectively, the “Reserved Shares” and together with the Exchange Common Shares, the “Exchange
Shares”) in exchange for the Existing Warrants (the “Warrant Exchange”), in reliance on an exemption from
registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Subject to
the terms of the Exchange Agreement, the Rights may be exercised by the Warrant Holder for the Reserved Shares, in whole or in part,
at any time or times on or after the date of the Exchange Agreement, subject to certain beneficial ownership limitations. Following
the consummation of the Exchange, the Existing Warrants will be cancelled and no further shares will be issuable pursuant to the
Existing Warrants.
On any Trading Day (as defined
in the Existing Warrants) during the period commencing on the date of of the Exchange Agreement and ending on March 29, 2022 (such period,
the “Restricted Period”), the Warrant Holder will not sell on such Trading Day, in the aggregate, any Exchange Shares in an
aggregate amount representing more than 10% of the daily composite trading volume of common stock as reported by Bloomberg, LP on such
applicable Trading Day.
A copy of the Exchange Agreement
is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing is only a brief
description of the material terms of the Exchange 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 Exchange Agreement that is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by reference herein.
Item 3.02
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Unregistered Sales of Equity Securities.
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The
information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Warrant Exchange will
be completed, and the shares of common stock issued and to be issued in exchange for the Existing Warrants will be issued, in reliance
on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
As
of January 28, 2022, after taking into account the issuance of the Exchange Common Shares, the Company has 138,252,330 shares of common
stock issued and outstanding.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
*
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Schedules, exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company 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: January 28, 2022
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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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