Amended Statement of Ownership (sc 13g/a)
February 14 2022 - 06:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )*
SYSOREX,
INC.
(Name
of Issuer)
COMMON
STOCK, $0.00001 par value
(Title
of Class of Securities)
87185L206
(CUSIP
Number)
Mark
H. Peikin
1875
N.W. Corporate Blvd.
Suite
290
Boca
Raton, FL 33431
(954)
621-8126
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2021 Year End
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
|
* |
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
One Percent Investments, Inc.
EIN:
83-2877096
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
Sole Voting Power
998
|
|
6.
Shared Voting Power
0
|
|
7.
Sole Dispositive Power
998
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|
8.
Shared Dispositive Power
0
|
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
998
|
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
☐ |
|
11. |
Percent
of Class Represented by Amount in Row (9)*
<1%
|
|
|
12. |
Type
of Reporting Person:
CO
|
|
|
1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
First Choice International Company, Inc.
EIN:
27-1461143
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
Sole Voting Power
2,670,000
|
|
6.
Shared Voting Power
0
|
|
7.
Sole Dispositive Power
2,670,000
|
|
8.
Shared Dispositive Power
0
|
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,670,000
|
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
☐ |
|
11. |
Percent
of Class Represented by Amount in Row (9)*
1.8%
|
|
|
12. |
Type
of Reporting Person:
CO
|
|
|
1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Bespoke Growth Partners, Inc.
EIN:
26-4498468
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
Sole Voting Power
4,244,320
|
|
6.
Shared Voting Power
0
|
|
7.
Sole Dispositive Power
4,244,320
|
|
8.
Shared Dispositive Power
0
|
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,244,320
|
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
☐ |
|
11. |
Percent
of Class Represented by Amount in Row (9)*
2.8%
|
|
|
12. |
Type
of Reporting Person:
CO
|
|
|
1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Mark H. Peikin
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
|
|
3. |
SEC
Use Only
|
|
4. |
Citizenship
or Place of Organization
U.S.
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
Sole Voting Power
6,915,318
|
|
6.
Shared Voting Power
0
|
|
7.
Sole Dispositive Power
6,915,318
|
|
8.
Shared Dispositive Power
0
|
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,915,318
|
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
☐ |
|
11. |
Percent
of Class Represented by Amount in Row (9)*
4.6%
|
|
|
12. |
Type
of Reporting Person:
IN
|
|
* The
percentage calculation is based on 151,388,212 shares of common
stock, par value $0.00001 per share, of Sysorex, Inc., a Nevada
corporation (the “Company”), outstanding as of the close of
business on February 11, 2022, as reported by OTC
Markets.
|
ITEM
1. |
|
(a) |
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Name
of Issuer: |
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SYSOREX,
INC.
This
Amendment No. 1 amends the statement on Schedule 13G filed on April
23, 2021.
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|
(b) |
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Address
of Issuer’s Principal Executive Offices: |
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| |
|
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13880
Dulles Corner Lane,
Suite
175
Herndon,
Virginia 20171.
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| ITEM
2. |
|
(a) |
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Name
of Person Filing: |
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| |
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|
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|
| |
|
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This
report is filed by Bespoke Growth Partners, Inc., First Choice
International Company Inc. and One Percent Investments, Inc. with
respect to shares of the Issuer’s common stock that are directly
beneficially owned by Bespoke Growth Partners, Inc., First Choice
International Company Inc. and One Percent Investments, Inc., and
filed by Mark H. Peikin, who is the Chief Executive Officer of each
of the foregoing entities and has dispositive and voting power over
the shares held by the foregoing entities. |
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(b) |
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Address
of Principal Business Office, or if None, Residence: |
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1875
N.W. Corporate Blvd., Ste. 290, Boca Raton, FL 33431 |
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(c) |
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Citizenship: |
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U.S. |
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(d) |
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Title
of Class of Securities: |
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Common |
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(e) |
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CUSIP
Number: |
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| |
|
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87185L206 |
|
| ITEM
3. |
|
IF
THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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☐ |
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o). |
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(b) |
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☐ |
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c). |
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(c) |
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☐ |
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c). |
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(d) |
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☐ |
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Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
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(e) |
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☐ |
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An
investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E); |
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(f) |
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☐ |
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An
employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A
parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G); |
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(h) |
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☐ |
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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☐ |
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
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(j) |
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☐ |
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Group,
in accordance with ss.240.13d-1(b)(1)(ii)(J). |
| ITEM
4. |
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OWNERSHIP. |
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Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1. |
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(a) |
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Amount
beneficially owned: |
| |
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|
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6,915,318 |
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|
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(b) |
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Percent
of class: |
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4.6%* |
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(c) |
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Number
of shares as to which such person has: |
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(i) |
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Sole
power to vote or to direct the vote: |
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6,915,318 |
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(ii) |
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Shared
power to vote or to direct the vote: |
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0 |
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(iii) |
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Sole
power to dispose or to direct the disposition of: |
| |
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|
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6,915,318 |
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|
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(iv) |
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Shared
power to dispose or to direct the disposition of:
0
|
|
|
|
The
percentage calculation is based on 151,388,212 shares of common
stock, par value $0.00001 per share, of Sysorex, Inc., a Nevada
corporation (the “Company”), outstanding as of the close of
business on February 11, 2022, as reported by OTC
Markets. |
| ITEM
5. |
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS. |
| |
|
|
| |
|
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ] |
| |
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| ITEM
6. |
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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N/A |
| |
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|
| ITEM
7. |
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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N/A |
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| ITEM
8. |
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
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N/A |
| |
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|
| ITEM
9. |
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NOTICE
OF DISSOLUTION OF GROUP. |
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N/A |
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ITEM
10. |
CERTIFICATIONS. |
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By
signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect ,
other than activities solely in connection with a nomination under
§ 240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| |
One
Percent Investments, Inc. |
|
|
|
|
| Date:
February 14, 2022 |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
| |
Title: |
Chief
Executive Officer |
| |
First
Choice International Company, Inc. |
|
|
|
|
| Date:
February 14, 2022 |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
| |
Title: |
Chief
Executive Officer |
| |
Bespoke
Growth Partners, Inc. |
|
|
|
|
| Date:
February 14, 2022 |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
| |
Title: |
Chief
Executive Officer |
| |
Mark
H. Peikin |
|
|
|
|
| Date:
February 14, 2022 |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
EXHIBIT
A
to
Schedule
13G
The
group members are as follows:
One
Percent Investments, Inc.
First
Choice International Company, Inc.
Bespoke
Growth Partners, Inc.
Mark
H. Peikin
EXHIBIT
B
to
Schedule
13G
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to 6,915,318 shares of Common
Stock of SYSOREX, INC. and further agree that this Joint Filing
Agreement shall be included as an exhibit to such joint
filings.
The
undersigned further agree that each party hereto is responsible for
the timely filing of such Schedule 13G and any amendments thereto,
and for the completeness and accuracy of the information concerning
such party contained therein; provided, however, that no party is
responsible for the completeness or accuracy of the information
concerning any other party making the filing, unless such party
knows or has reason to believe that such information is
inaccurate.
IN
WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on February 14, 2022.
| |
One
Percent Investments, Inc. |
|
|
|
|
| |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
| |
Title: |
Chief
Executive Officer |
| |
First
Choice International Company, Inc. |
|
|
|
|
| |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
| |
Title: |
Chief
Executive Officer |
| |
Bespoke
Growth Partners, Inc. |
|
|
|
|
| |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
| |
Title: |
Chief
Executive Officer |
| |
Mark
H. Peikin |
|
|
|
|
| |
By: |
/s/
Mark H. Peikin |
|
|
Name: |
Mark
H. Peikin |
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