What changed in this filing

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Item 5. Other Information

2020-11-12 compared with 2020-08-14 · 71 added, 97 removed, 47 unchanged (78% of the section changed)

Other Information

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;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.”

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

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

Other Events.”

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

The information

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

Events.”

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.

The ATM had an initial aggregate offering amount of up to $50.0 million,

which we increased to $150.0 million pursuant to Amendment No.

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

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.

August 14, 2020

/s/ Nadir Ali

Chief Executive Officer

(Principal Executive Officer)

/s/ Wendy Loundermon

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.

We 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.

issued and sold 31,574,358 shares of common stock during the nine months ended September 30, 2020, in connection with the ATM

at per share prices between $1.13 and $2.11, resulting in net proceeds to the Company of approximately $44 million, after subtracting

sales commissions and other offering expenses.

to the quarter ended September 30, 2020, the Company issued 213,474 shares of common stock in connection with the ATM, at per

share prices between $1.1206 and $1.1209, resulting in net proceeds to the Company of approximately $230,000 after subtracting

sales commissions and other offering expenses.

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.

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 12, 2020

Executive Officer

Executive Officer)

Wendy Loundermon

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number

Exhibit Description

Filed Herewith

Financial Officer

Financial Officer)

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’

10 unchanged sentences

August 19, 2019

Asset Purchase Agreement, dated as of August 19, 2020, by and among Inpixon, Ten Degrees Inc., Ten Degrees International Limited, mCube International Limited and mCube, Inc.

August 20, 2020

Share Sale and Purchase Agreement, dated as of October 5, 2020, among Inpixon GmbH, Sensera Limited and Nanotron Technologies GmbH.

October 5, 2020

Restated Articles of Incorporation.

12 unchanged sentences

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

February 6, 2018

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

11 unchanged sentences

Promissory Note, dated as of March 18, 2020.

March 20, 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 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 June 30, 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 June 30, 2020.

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.

August 14, 2020

Consulting Agreement, dated as of August 19, 2020, by and between Inpixon and mCube, Inc..

August 20, 2020

Reseller and Development License Agreement, dated as of August 19, 2020, by and between Inpixon and mCube, Inc.

August 20, 2020

Subscription Agreement, dated as of September 30, 2020, by and between Cardinal Venture Holdings LLC and Inpixon.

October 5, 2020

Form of Amended and Restated Limited Liability Company Agreement of Cardinal Venture Holdings LLC.

October 5, 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 September 30, 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 September 30, 2020.

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.

XBRL Instant Document

XBRL Taxonomy Extension Schema Document

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XBRL Taxonomy Extension Definition Linkbase Document

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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.

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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

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