XTI Aerospace, Inc. 10-Q

Item 5. 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.” of Form 8-K. Soumya Das Salary Adjustmen t On 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.” of Form 8-K. ATM Sales 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. 55 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. Tyler Hoffman to serve as our new Chief Revenue Officer with an anticipated start date of May 19, 2020. Mr. 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. Mr. 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 of Mr. 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: (i) his 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. Hoffman has been employed by us more than twelve (12) months; (ii) 100% of the value of any accrued but unpaid bonus that Mr. Hoffman 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. Item 6. Exhibits 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. 56 SIGNATURES 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. Date: May 12, 2020 INPIXON By: /s/ Nadir Ali Nadir Ali Chief Executive Officer (Principal Executive Officer) By: /s/ Wendy Loundermon Wendy Loundermon Chief Financial Officer (Principal Financial Officer) 57 EXHIBIT INDEX Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Separation and Distribution Agreement, dated August 7, 2018 between Inpixon and Sysorex, Inc. 10-Q 001-36404 2.1 August 13, 2018 2.2 Amendment No. 1 to Separation and Distribution Agreement dated August 31, 2018 between Inpixon and Sysorex, Inc. 8-K 000-55924 10.5 September 4, 2018 2.3* Share Purchase Agreement, dated May 21, 2019, by and among Inpixon, Inpixon Canada, Inc., Locality Systems Inc., Kirk Moir, in his capacity as the Sellers’ Representative, the Sellers and Garibaldi Capital Advisors Ltd. 8-K 001-36404 2.1 May 22, 2019 2.4*# Asset Purchase Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp. 8-K 001-36404 2.1 July 1, 2019 2.5* Share Purchase Agreement, dated July 9, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc., the Vendors, and Chris Wiegand, in his capacity as the Vendors’ Representative. 8-K 001-36404 2.1 July 11, 2019 2.6* Amendment to Share Purchase Agreement, dated as of August 8, 2019, by and among Inpixon, Inpixon Canada, Inc., Chris Wiegand, in his capacity as the Vendors’ Representative, any other shareholder who subsequently signs an adoption agreement, and Jibestream Inc. 8-K 001-36404 2.1 August 9, 2019 2.7* The Second Amendment to the Share Purchase Agreement, dated August 15, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc, and Chris Wiegand, in his capacity as the Vendors’ representative. 8-K 001-36404 2.1 August 19, 2019 3.1 Restated Articles of Incorporation. S-1 333-190574 3.1 August 12, 2013 3.2 Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares). S-1 333-218173 3.2 May 22, 2017 3.3 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 April 10, 2014 3.4 Articles of Merger (renamed Sysorex Global). 8-K 001-36404 3.1 December 18, 2015 58 3.5 Articles of Merger (renamed Inpixon). 8-K 001-36404 3.1 March 1, 2017 3.6 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.2 March 1, 2017 3.7 Certificate of Amendment to Articles of Incorporation (Authorized Share Increase). 8-K 001-36404 3.1 February 5, 2018 3.8 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 February 6, 2018 3.9 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 November 1, 2018 3.10 Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split). 8-K 001-36404 3.1 January 7, 2020 3.11 Bylaws, as amended. S-1 333-190574 3.2 August 12, 2013 4.1 Specimen Stock Certificate of the Company. S-1 333-190574 4.1 August 12, 2013 4.2 Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock. 8-K 001-190574 3.1 April 24, 2018 4.3 Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019. 8-K 001-36404 3.1 January 15, 2019 4.4 Promissory Note, dated as of October 12, 2018. 8-K 001-36404 4.1 October 18, 2018 4.5 Promissory Note, dated as of December 21, 2018. 8-K 001-36404 4.1 December 31, 2018 4.6 Promissory Note, dated as of May 3, 2019. 8-K 001-36404 4.1 May 3, 2019 4.7 Promissory Note, dated as of June 27, 2019. 8-K 001-36404 4.1 June 27, 2019 4.8 Promissory Note, dated as of August 8, 2019. 8-K 001-36404 4.1 August 9, 2019 4.9 Series 6 Preferred Certificate of Designation, effective as of August 13, 2019. 8-K 001-36404 4.1 August 14, 2019 4.10 Promissory Note, dated as of September 17, 2019. 8-K 001-36404 4.1 September 20, 2019 4.11 Promissory Note, dated as of November 22, 2019. 8-K 001-36404 4.1 November 22, 2019 4.12 Promissory Note, dated as of March 18, 2020. 8-K 001-36404 4.1 March 20, 2020 10.1 Amendment to Promissory Note. 8-K 001-36404 10.1 January 7, 2020 10.2 Exchange Agreement, dated as of January 14, 2020, by and between Inpixon and Chicago Venture Partners, L.P. 8-K 001-36404 10.1 January 14, 2020 10.3 Fourth Amendment Agreement, dated as of March 1, 2020, between Inpixon and Sysorex, Inc. 10-K 001-36404 10.46 March 3, 2020 10.4 Note Purchase Agreement, dated as of March 18, 2020. 8-K 001-36404 10.1 March 20, 2020 59 31.1 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 March 31, 2020. X 31.2 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 March 31, 2020. X 32.1## Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS XBRL Instant Document X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase Document X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X * 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. 60