Current Report Filing (8-k)
March 09 2022 - 5:26PM
Edgar (US Regulatory)
0001529113
false
0001529113
2022-03-03
2022-03-03
iso4217:USD
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):
March 3, 2022
INPIXON
(Exact name of registrant as specified in its charter)
Nevada |
|
001-36404 |
|
88-0434915 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2479 E. Bayshore Road, Suite 195
Palo Alto, CA |
|
94303 |
(Address of principal executive offices) |
|
(Zip Code) |
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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
Common Stock |
|
INPX |
|
The Nasdaq Capital Market |
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 Unregistered Sales of Equity Securities.
As previously
disclosed in the Current Report on Form 8-K of Inpixon (the “Company”), filed with the Securities and Exchange Commission
on May 6, 2021, the Company acquired all 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 April 30, 2021 (the “Purchase
Agreement”), by and among the Company, The CXApp, each of the sellers of the outstanding capital stock of The CXApp set forth on
the signature pages thereto (including each other person who executed a joinder to the Purchase Agreement) (collectively, the “Sellers”),
and Leon Papkoff, in his capacity as representative of the Sellers (the “Sellers’ Representative”).
The Company
entered into a Second Amendment to the Stock Purchase Agreement (the “Amendment”), with the Sellers’ Representative,
pursuant to which the parties agreed that withholding taxes payable by the Sellers, as applicable, in connection with the issuance
of the Earnout Shares (as defined in the Purchase Agreement) would be offset up to the aggregate amount payable to such Seller by the
Company from the Holdback Amount (as defined in the Purchase Agreement) and the Holdback Amount would be reduced by an equal amount.
The foregoing description of the Second Amendment
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 Second Amendment a copy of which is attached hereto 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.
(d) Exhibits
Cautionary Note Regarding Forward-Looking Statements
The information contained
in this Current Report on Form 8-K and the exhibit hereto contain “forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The words “intend,” “may,” “should,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential” or “continue” or the negative of these terms or other comparable terminology are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its
plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations
may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer
to the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.
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.
|
INPIXON |
|
|
Date: March 9, 2022 |
By: |
/s/ Nadir Ali |
|
Name: |
Nadir Ali |
|
Title: |
Chief Executive Officer |
2
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Inpixon (NASDAQ:INPX)
Historical Stock Chart
From Apr 2023 to Apr 2024