Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 16 2023 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended: March 31, 2023
☐ |
Transition
Report on Form 10-K |
☐ |
Transition
Report on Form 20-F |
☐ |
Transition
Report on Form 11-K |
☐ |
Transition
Report on Form 10-Q |
☐ |
Transition
Report on Form N-SAR |
For
the Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
INPIXON
Full
Name of Registrant
Former
Name if Applicable
2479
E. Bayshore Road
Suite
195
Address
of Principal Executive Office
Palo
Alto, CA 94303
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed
due date; and |
|
|
|
|
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Inpixon
(the “Registrant” or the “Company”) has determined that it is not able to file its quarterly report on Form 10-Q
for the three months ended March 31, 2023 (the “Form 10-Q”) within the prescribed time period without unreasonable effort
or expense. The Company requires additional time to finalize its financial statements and related disclosures as a result of the distribution
and separation (the “Spin-off”) of CXApp Holding Corp. and its subsidiaries on March 14, 2023 and the additional accounting
complexity the Spin-off has created in the preparation of its quarterly financial statements. The Registrant presently expects to file
the Form 10-Q within the extension period of five calendar days as provided under Rule 12b-25.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Nadir
Ali |
|
(408) |
|
702-2167 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). Yes ☒ No ☐
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
Yes
☒ No ☐
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The Registrant expects to report certain significant changes in its
results of operations. The results of the workplace experience business line will be presented
as discontinued operations and, as such, will be excluded from both continuing operations and segment results for all periods presented
prior to the completion of the Spin-off. On May 15, 2023, the Registrant reported its preliminary unaudited financial
results for the three months ended March 31, 2023. Among other things, the Registrant reported revenues for the three months ended March
31, 2023 of $3.1 million compared to $2.6 million for the comparable period in the prior year for an increase of approximately $0.5
million, or approximately 17%. This increase is primarily attributable to an increase in Indoor Intelligence sales from the Aware and
real-time location system (RTLS) component product lines. The Registrant also reported gross profit for the three months ended March 31,
2023 of $2.3 million compared to a gross profit of $1.9 million for the comparable period in the prior year, representing
an increase of 25%.
In
addition, the Registrant reported a net loss from continuing operations for the three months ended March 31, 2023 of $12.3 million compared
to $10.8 million for the comparable period in the prior year. This increase in loss of approximately $1.5 million was primarily attributable
to a deferred tax provision expense of approximately $2.5 million offset by higher gross profit and lower operating expenses due to lower
compensation, professional fees and legal expense in the three months ended March 31, 2023.
The
Registrant believes that its results contained herein for the three months ended March 31, 2023 are materially correct; however, because
management’s review is ongoing, there can be no assurance that the financial and accounting information referred to in this filing
will not change upon completion of the audit and filing of the Form 10-Q.
Cautionary
Note Regarding Forward-Looking Statements
This
Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements about the timing of
the filing of the Form 10-Q and the Company’s expected financial results for the three months ended March 31, 2023. Although the
Registrant believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs
and expectations, there can be no assurance that its expectations will be achieved. Except as otherwise may be required by law, the Registrant
undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances,
or changes in expectations after the date of this Form 12b-25.
Inpixon
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:
May 15, 2023 |
By: |
/s/
Nadir Ali |
|
|
Nadir
Ali |
|
|
Chief
Executive Officer |
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