What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2020-05-12 compared with 2019-11-05 · 146 added, 61 removed, 63 unchanged (77% of the section changed)

Pursuant to the terms and

conditions of that certain Equity Distribution Agreement, dated as of October 10, 2019, by and between the Company and Maxim Group

LLC (“Maxim”), the Company sold 6,415,270 shares of common stock between October 16, 2019 and October 31, 2019 at per

share prices between $0.0794 and $0.116.

These sales resulted in net proceeds to the Company of approximately $589,000.

paid Maxim compensation of approximately $28,000, based on a rate of 4.5% of the gross sales.

Prior to these sales, the Company

had not made any sales under this “at-the-market”

equity offering program.

Such sales were made pursuant to the Company’s

Registration Statement on Form S-3 (File No.

333-223960) filed with the Securities and Exchange Commission on March 27, 2018, as

amended on May 15, 2018 and declared effective on June 5, 2018 (the “Form S-3”), the base prospectus dated June 5,

2018 included in the Form S-3 and the prospectus supplement relating to the offering filed with the Securities and Exchange Commission

on October 10, 2019.

the Exhibit Index following the signature page to this Form 10-Q for a list of exhibits filed or furnished with this report, which

Exhibit Index is incorporated herein by reference.

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 thereunto duly authorized.

November 5, 2019

Other Information

The information set forth below is included herein

for the purpose of providing the disclosure required under “Item 5.02 –

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.”

Soumya Das Salary Adjustmen t

May 8, 2020, the compensation committee approved an increase by $25,000 in the base salary for Soumya Das, the Company’s

Chief Operating Officer and Chief Marketing Officer from $275,000 to $300,000 as a result of the additional responsibilities resulting

from the acquisitions made in 2019, including an increase in the total head count under his supervision, expanded product management

responsibilities and a significant increase in operational oversight.

The information set forth below

is included herein, by our option, for the purpose of providing disclosure under “Item 8.01 –

Other Events.”

On March 3, 2020, we entered

into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”) under which we may offer and sell shares of our

common stock in connection with an at-the-market equity facility (“ATM”) in an aggregate offering amount of up to $50

million from time to time through Maxim, acting exclusively as our sales agent.

We intend to use the net proceeds of the Offering

primarily for working capital and general corporate purposes.

We may also use a portion of the net proceeds to invest in or acquire

businesses or technologies that we believe are complementary to our own.

We issued and sold 937,010 shares of common stock during

the quarter ended March 31, 2020, in connection with the ATM at per share prices between $1.23 and $2.11, resulting in net proceeds

to the Company of approximately $1,328,096, after paying Maxim compensation of approximately $55,337, based on a rate of 4% of

the gross sales.

Subsequent to the quarter

ended March 31, 2020, we have issued 9,551,636 shares of common stock in connection with the ATM, at per share prices between $1.13

and $1.28, resulting in net proceeds to the Company of approximately $10,622,893 after paying Maxim compensation of approximately

$442,621, based on a rate of 4% of the gross sales.

Such sales were made pursuant

to the Company’s effective shelf registration statement on Form S-3 (File No.

333-223960), which was filed with the Securities

and Exchange Commission (the “SEC”) on March 27, 2018, as amended on May 15, 2018, and declared effective on June 5,

2018 (the “Registration Statement”), and a base prospectus dated as of June 5, 2018 included in the Registration Statement

and the prospectus supplement relating to the offering filed with the SEC on March 3, 2020.

GTX Loan Extension

On September 16, 2019,

we loaned $50,000 to GTX Corp.

in accordance with the terms of the asset purchase agreement.

The note began to accrue interest

at a rate of 5% per annum beginning on November 1, 2019.

The note was amended on May 11, 2020 to extend the maturity date from

April 13, 2020 to September 13, 2020 and require monthly payments against the outstanding balance of the note.

This note is included

as part of other receivables in the Company’s condensed consolidated financial statements.

As of March 31, 2020, the balance

of the note including interest was $51,067.

Proforma information has not been presented as it has been deemed to be immaterial.

Appointment of Chief Revenue Officer

We have appointed Mr.

Hoffman to serve as our new Chief Revenue Officer with an anticipated start date of May 19, 2020.

Hoffman will serve as our

Chief Revenue Officer in accordance with the terms and conditions of an employment agreement, pursuant to which he will be compensated

at an annual rate of $290,000.

In addition, Mr.

Hoffman will receive a bonus of up to $210,000 annually, subject to the terms and

conditions of our employee bonus plan then in effect and the completion of certain performance milestones to be determined by our

Chief Executive Officer, with Mr.

Hoffman’s input, and payable quarterly in equal installments and prorated for any period

less than a full quarter, which will be payable within 60 days of the close of a calendar quarter.

Hoffman will also be entitled

to receive a minimum of 200,000 options to purchase shares of our common stock to be issued in accordance with the terms and conditions

of our 2018 Employee Stock Incentive Plan, as amended, at an exercise price and upon such vesting terms as determined by our Board

of Directors.

In the event of a change of control (as defined in the agreement), the vesting of each outstanding stock option or

other equity-based award granted to Mr.

Hoffman will automatically be accelerated so that 100% of unvested shares covered by such

award will be fully vested upon the consummation of a change of control.

The agreement is effective for an initial term of twelve

(12) months and will be automatically renewed for additional twelve (12) month periods unless and until either party terminates

the agreement in accordance with its terms.

We may terminate the services

Hoffman with or without “just cause”

(as defined in the agreement).

If we terminate Mr.

Hoffman’s employment

without just cause, or if Mr.

Hoffman resigns for good reason (as defined in the agreement), Mr.

Hoffman will receive:

base salary at the then current rate and levels for three (3) months if Mr.

Hoffman has been employed by us for at least six (6)

months but not more than twelve (12) months as of the date of termination or resignation, or for six (6) months if Mr.

has been employed by us more than twelve (12) months;

(ii) 100% of the value of any accrued but unpaid bonus that Mr.

otherwise would have received;

(iii) a lump sum equal to six (6) months (two quarters) of his bonuses calculated based on his

bonus payout for the previous two quarters;

(iv) a lump sum equal to six (6) months of the COBRA premiums that Mr.

Hoffman would

have to pay to maintain health insurance coverage;

(v) an acceleration equal to six (6) months of vesting of any unvested options

and other equity-based awards, unless Mr.

Hoffman is terminated within the first year of his employment, in which case he will

receive his one-year cliff vest, accelerated to his termination date;

(vi) the value of any accrued but unpaid vacation time;

and (vii) any unreimbursed business expenses and travel expenses that are reimbursable under the agreement.

If we terminate Mr.

Hoffman’s employment with just cause, Mr.

Hoffman will receive only the portion of his base salary, accrued but unpaid bonus

amounts and accrued but unused vacation pay that has been earned through the date of termination, in addition to unreimbursed

business expenses and travel expenses that have been incurred.

See the Exhibit Index

following the signature page to this Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index

is incorporated herein by reference.

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

thereunto duly authorized.

/s/ Nadir Ali

Chief Executive Officer

(Principal Executive Officer)

Wendy Loundermon

/s/ Wendy Loundermon

Wendy Loundermon

2 unchanged sentences

EXHIBIT INDEX

Agreement and Plan of Merger, dated as of July 25, 2018, by and between Inpixon USA and Sysorex, Inc.

July 31, 2018

Exhibit Number

Exhibit Description

Filed Herewith

Separation and Distribution Agreement, dated August 7, 2018 between Inpixon and Sysorex, Inc.

23 unchanged sentences

Articles of Merger (renamed Inpixon).

March 1, 2017

Certificate of Amendment to Articles of Incorporation (Reverse Split).

6 unchanged sentences

November 1, 2018

Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split).

January 7, 2020

Bylaws, as amended.

10 unchanged sentences

December 31, 2018

Form of Warrant.

January 15, 2019

Promissory Note, dated as of May 3, 2019.

Promissory Note, dated as of June 27, 2019.

June 27, 2019

Promissory Note, dated as of August 8, 2019.

Series 6 Preferred Certificate of Designation, effective as of August 13, 2019.

Form of Series A warrants.

Promissory Note , dated as of September 17, 2019.

September 20 , 2019

Exchange Agreement, dated as of July 5, 2019, by and between Inpixon and Iliad Research and Trading, L.P.

July 5 , 2019

Exchange Agreement, dated as of July 11, 2019, by and between Inpixon and Iliad Research and Trading, L.P.

July 11 , 2019

Note Purchase Agreement, dated as of August 8, 2019.

August 9, 2019

Standstill Agreement, dated as of August 8, 2019.

August 9 , 2019

Form of Jibestream Note .

August 9 , 2019

Form of Leak-Out Agreement.

August 14 , 2019

Amendment to Note Purchase Agreement.

Series 6 Preferred Certificate of Designation, effective as of August 13, 2019.

August 14, 2019

Note Purchase Agreement, dated as of September 17, 2019.

September 20 , 2019

Waiver and Consent Agreement, dated September 17, 2019, by and between Payplant LLC and the Company.

Promissory Note, dated as of September 17, 2019.

September 20, 2019

Form of Exchange Agreement, dated as of July 9, 2019 and July 10, 2019, by and between Inpixon and Iliad Research and Trading, L.P.

July 10, 2019

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

Promissory Note, dated as of November 22, 2019.

November 22, 2019

Promissory Note, dated as of March 18, 2020.

March 20, 2020

Amendment to Promissory Note.

January 7, 2020

Exchange Agreement, dated as of January 14, 2020, by and between Inpixon and Chicago Venture Partners, L.P.

January 14, 2020

Fourth Amendment Agreement, dated as of March 1, 2020, between Inpixon and Sysorex, Inc.

March 3, 2020

Note Purchase Agreement, dated as of March 18, 2020.

March 20, 2020

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

2 unchanged sentences

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase

* Certain schedules,

exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation

Inpixon hereby undertakes to furnish copies of such omitted materials supplementally

upon request by the SEC.

# Certain confidential portions of this Exhibit

were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions

XBRL Taxonomy Extension Presentation Linkbase Document

* 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 SEC.

# Certain confidential portions

of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions

(i) are not material and (ii) would be competitively harmful if publicly disclosed.

## This certification

is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise

subject to the liability of that section, nor shall it be deemed incorporated by reference

into any filing under the Securities Act or the Exchange Act.

## This certification is deemed

not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall

it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information