What changed in this filing

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Item 5. Other Information

2020-08-14 compared with 2020-05-12 · 70 added, 135 removed, 74 unchanged (73% of the section changed)

Other Information

The information set forth below is included herein

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

The information set forth below is included

herein for the purpose of providing the disclosure required under “Item 1.02 –

Termination of a Material Definitive

Agreement.”

On August 13, 2020, we

provided Payplant LLC (“Payplant”), as agent for Payplant Alternatives Fund LLC (the “Lender”), a Notice

of Termination (the “Notice”) of (i) that certain Loan and Security Agreement, dated as of August 14, 2017 (the “Loan

Agreement”), by and among the Company, Payplant and Lender and (ii) that certain Payplant Client Agreement, dated as of August

14, 2017, as amended (the “Client Agreement”), by and between the Company and Payplant, pursuant to which we are able

to request loans from the Lender.

In accordance with Section 14 and Section 27 of the Loan Agreement and the Client Agreement,

respectively, we terminated each agreement as the Company has fully satisfied all obligations under the Loan Agreement and will

not incur any additional obligations thereunder.

As a result of the termination, the security interest we previously granted under

the Loan Agreement was terminated and we paid a corresponding UCC termination fee of $150 to Payplant in accordance with Section

27 of the Client Agreement.

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;

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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.

On August 10, 2020, our

Board of Directors approved an amendment (the “Amendment”) to the Company’s 2018 Employee Stock Incentive Plan,

as amended (the “Plan”), to remove the limit on the amount of non-qualified stock options that can be issued under

the Plan to any one individual.

The foregoing description

is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.7, and incorporated

herein by reference.

The information set forth below

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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.

We entered into an Equity Distribution Agreement, dated March

3, 2020,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”) from time to time through Maxim, acting exclusively as our sales agent.

ATM had an initial aggregate offering amount of up to $50.0 million, which we increased to $150.0 million pursuant to Amendment

1 to Equity Distribution, dated as of June 19, 2020 (the “Amendment”).

The Amendment also provided that Maxim will

receive a reduced commission of 3.25%, down from 4.0%, from any sales in excess of the initial $50.0 million offering amount.

intend to use the net proceeds of the ATM 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.

and sold 29,033,036 shares of common stock during the quarter ended June 30, 2020, in connection with the ATM at per share prices

between $1.13 and $2.02, resulting in net proceeds to the Company of approximately $40.5 million, after paying offering expenses

and Maxim compensation of approximately $1.7 million, which is based on a rate of 4% of the gross sales of each sale for the first

$50 million of shares and 3.25% for any remaining sales.

Subsequent to the quarter ended June 30,

2020, we have issued 1,604,312 shares of common stock in connection with the ATM, at per share prices between $1.5064 and $1.5134,

resulting in net proceeds to the Company of approximately $2.3 million after paying offering expenses and Maxim compensation of

approximately $97,000, which is based on a rate of 4% of the gross sales of each sale for the first $50 million of shares and 3.25%

for any remaining 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 supplements

relating to the ATM filed with the SEC on March 3, 2020 and June 22, 2020.

See the Exhibit index

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thereunto duly authorized.

August 14, 2020

/s/ Nadir Ali

9 unchanged sentences

Filed Herewith

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

August 13, 2018

Amendment No.

1 to Separation and Distribution Agreement dated August 31, 2018 between Inpixon and Sysorex, Inc.

September 4, 2018

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’

37 unchanged sentences

January 15, 2019

Promissory Note, dated as of October 12, 2018.

October 18, 2018

Promissory Note, dated as of December 21, 2018.

December 31, 2018

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.

August 9, 2019

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

August 14, 2019

Promissory Note, dated as of September 17, 2019.

September 20, 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 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.

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.

Subscription Agreement

April 13, 2020

Employment Agreement, dated May 5, 2020, by and between Inpixon and Tyler Hoffman.

Exclusive Software License and Distribution Agreement, dated as of June 19, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc.

June 22, 2020

Amendment and Waiver to Exclusive Software License & Distribution Agreement, dated as of June 30, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc.

Promissory Note Assignment and Assumption Agreement, dated as of June 30, 2020, by and between Inpixon, Systat Software, Inc.

and Sysorex, Inc.

Intercreditor Agreement, dated as of June 30, 2020, among Inpixon, Sysorex, Inc.

and Systat Software, Inc.

Amendment No.

4 to Inpixon 2018 Employee Stock Incentive Plan.

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

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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.

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.

Indicates a management contract or compensatory plan.

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