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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-03-16 · 188 added, 167 removed, 720 unchanged (33% of the section changed)

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OTHER INFORMATION

Beginning on March 15, 2022 through June 14, 2022, pursuant to the terms of a Securities Purchase Agreement, dated September 13, 2021 (as further described under the header "Recent Events" in Item 7 of this annual report), each holder of our Series 7 Preferred Stock may require us to redeem all or part of the shares then held by such holder in cash for the Redemption Amount, provided that in connection with certain events of default described in the Certificate of Designation, the Redemption Amount may be increased to 110% of the Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses, or amounts due in respect of such shares.

If we fail to pay the full Redemption Amount timely, we will be obligated to pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from the due date until the redemption amount and all interest thereon are paid in full.

In the event a holder of Series 7 Preferred Stock elects to exercise its right of redemption, warrants for 75% of the underlying warrant shares issued to such holder in connection with the purchase agreement pursuant to which the shares of Series 7 Preferred Stock were issued will be forfeited.

The aggregate Redemption Amount that we may be required to pay is equal to $49.25 million.

As of the date of this filing, we received redemption notices in an aggregate amount equal to $33 million and have redeemed of 33,000 shares of Series 7 Preferred Stock and forfeiture of 19,800,000 corresponding warrants.

Effective as of March 16, 2022, we entered into a third amendment (the “Third Amendment”) to the Original Note.

Pursuant to the terms of the Third Amendment, the maturity date of the Original Note was extended from March 18, 2022 to March 18, 2023 (the “Maturity Date Extension”).

In exchange for the Maturity Date Extension, we agreed to pay a 2% extension fee in the amount of $56,860.09 (the “Extension Fee”), which was added to the outstanding balance of the Original Note.

Following the application of the Extension Fee, as of March 16, 2022, the outstanding balance of the Original Note was $2,900,654.45.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.40 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information provided in Item 9B of this annual report is intended to satisfy the disclosure requirements of Items Items 1.01, 2.03 and 2.04 of Form 8-K to the extent required by such items.

At-The-Market (ATM) Program

On July 22, 2022, we entered into an Equity Distribution Agreement (the "Sales Agreement") with Maxim Group LLC ("Maxim") under which we may offer and sell shares of our common stock having an aggregate offering price of up to $25 million (the "Shares") from time to time through Maxim, acting exclusively as our Sales Agent (the "ATM Offering").

Maxim is entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per Share sold excluding Maxim's costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.

We have issued 9,655,207 shares of common stock in connection with the ATM Offering since January 1, 2023, in connection with the ATM Offering at per share price between $1.15 and $1.86, resulting in gross proceeds to the Company of approximately $15.4 million.

The information set forth below is included herein for the purpose of providing the disclosure required under “Item 3.02 – Unregistered Sales of Equity Securities.” of Form 8-K.

We issued an aggregate of 850,000 shares of common stock (the “Exchange Common Shares”) to the holder of that certain outstanding promissory note of the Company issued on July 22, 2022 (the “July 2022 Note”), at a price of $0.3336 per share, which is equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) in connection with the terms and conditions of an Exchange Agreement, dated April 13, 2023, pursuant to which we and the holder agreed to (i) partition new promissory notes in the form of the July 2022 Note in the aggregate original principal amount equal to approximately $0.3 million and then cause the outstanding balance of the July 2022 Note to be reduced by an aggregate of approximately $0.3 million;

and (ii) exchange the partitioned notes for the delivery of the Exchange Common Shares.

The offer and sale of the Exchange Common Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Common Shares were issued in exchanges for partitioned notes which are other outstanding securities of the Company;

(b) there was no additional consideration of value delivered by the holder in connection with the exchanges;

and (c) there were no commissions or other remuneration paid by the Company in connection with the exchanges.

After taking into account the issuance of the Exchange Common Shares, the Company will have 18,059,673 shares of common stock outstanding.

The information set forth below is included herein for the purpose of providing the disclosure required under “Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

Transfer of Listing.” of Form 8-K.

On April 14, 2023, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the last 30 consecutive business days beginning on March 2, 2023, and ending on April 13, 2023, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until October 11, 2023, in which to regain compliance.

In order to regain compliance with the minimum bid price requirement, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period.

In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary.

However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that our common stock will be subject to delisting.

The letter does not result in the immediate delisting of our common stock from the Nasdaq Capital Market.

The Company intends to monitor the closing bid price of our common stock and consider its available options in the event that the closing bid price of our common stock remains below $1 per share.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Soumya Das 49 Chief Operating Officer

Wendy Loundermon 51 Chief Financial Officer and Secretary of Inpixon and Secretary of Inpixon Canada, Inc.

Wendy Loundermon 51 Chief Financial Officer and Director, Secretary of Inpixon

Leonard Oppenheim 75 Director

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Ali works with the Inpixon executive team to deliver both operational and strategic leadership and has over 20 years of experience in the consulting and high-tech industries.

From November 2015 until the completion of the Spin-off in August 2018, Mr.

From November 2015 until the completion of the Sysorex Spin-off in August 2018, Mr.

Ali served as the Chief Executive Officer of Sysorex Inc.

SYSX) and continued to serve on its board of directors until May 2021.

SYSX) and he served as a member of board of directors until May 14, 2021.

Ali is also the Managing Director of 3AM LLC, a company that advises and invests in certain asset classes including real estate and other asset classes since April 26, 2011.

Ali also serves in the capacities set forth below for each of our following direct and indirect subsidiaries (a) director of Inpixon India Limited since April 1, 2005 (b) director and President of Inpixon Canada, Inc., since January 1, 2020, (c) Managing Director of Inpixon GmbH since May 8, 2020, (d) Managing Director of Inpixon GmbH since May 8, 2020, (e) Managing Director of Inpixon Limited since May 13, 2020, (f) Managing Director of Nanotron Technologies GmbH since October 6, 2020 (g) Chief Executive Officer and a director of Design Reactor, Inc.

since April 30, 2021, (h) director of Game Your Game, Inc.

since April 9, 2021, (i) director of Active Mind Technology Ltd.

and (j) Managing Director of IntraNav GmbH.

Ali also serves in the capacities set forth below for each of our following direct and indirect subsidiaries (a) director of Inpixon India Limited since April 1, 2005 (b) Managing Director of Inpixon GmbH since May 8, 2020, (c) Managing Director of Inpixon GmbH since May 8, 2020, (d) Managing Director of Inpixon Limited since May 13, 2020, (e) Managing Director of Nanotron Technologies GmbH since October 6, 2020, (f) director of Game Your Game, Inc.

since April 9, 2021, (g) director of Active Mind Technology Ltd.

and (h) Managing Director of IntraNav GmbH.

From 1998 to 2001, Mr.

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Das was the Chief Marketing Officer of SecureAuth, a provider of multi-factor authentication, single sign-on, adaptive authentication and self-services tools for different applications.

Das also Prior to joining SecureAuth, Mr.

Prior to joining SecureAuth, Mr.

Das was the Vice President, Marketing and Strategy of CrownPeak, a provider of web content management solutions, from April 2010 until January 2012.

Das has also served as a member of the board of Museum on Mile since January 4, 2019.

Das has also served as a member of the board of Museum on Mile since January 4, 2019, and President of Take 1 Down Foundation, a California non-profit, since March 2016.

Das earned an MBA from Richmond College, London, United Kingdom, and Bachelor of Business Management from Andhra University in India.

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Khader’s extensive experience with software development, data analytics and strategic planning give him the qualifications and skills to serve as director of our Company.

Board of Directors

Our Board may establish the authorized number of directors from time to time by resolution.

The current authorized number of directors is seven.

The current authorized number of directors is five (5).

Our current directors, if elected, will continue to serve as directors until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

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Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company.

Our Board held 9 meetings during 2021 and acted through 11 written consents.

Our Board held ten (10) meetings during 2022 and acted through seven (7) written consents.

No member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).

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The Audit Committee operates pursuant to a charter, which can be viewed on our website at http://www.inpixon.com (under “Investors”).

The Audit Committee met 4 times during 2021.

The Audit Committee met four (4) times during 2022.

All members attended more than 75% of such committee meetings.

The role of the Audit Committee is to:

The primary role of the Audit Committee is to:

• oversee management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes;

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• discharge such duties and responsibilities as may be required of the Committee by the provisions of applicable law, rule or regulation.

The Audit Committee is authorized to establish procedures to receive, address, monitor, and retain complaints arising out of accounting and auditing matters.

As it deems appropriate, the Audit Committee is authorized to engage outside auditors, counsel, or other experts.

A copy of the charter of the Audit Committee is available on our website at http://www.inpixon.com (under "Investors").

Compensation Committee

The Compensation Committee consists of Kareem Irfan, Leonard Oppenheim and Tanveer Khader, all of whom are “independent” as defined in section 5605(a)(2) of the Nasdaq Listing Rules.

Irfan is the Chairman of the Compensation

The Compensation Committee met 2 times during 2021.

Irfan is the Chairman of the Compensation Committee.

The Compensation Committee met two (2) times during 2022.

All members attended 75% or more of such committee meetings.

The role of the Compensation Committee is to:

• develop and recommend to the independent directors of the Board the annual compensation (base salary, bonus, stock options and other benefits) for our President/Chief Executive Officer;

The primary role of the Compensation Committee is to:

• develop and recommend to the independent directors of the Board the annual compensation (base salary, bonus, stock options and other benefits) for our directors and officers;

• review, approve and recommend to the independent directors of the Board the annual compensation (base salary, bonus and other benefits) for all of our Executive Officers (as used in Section 16 of the Securities Exchange Act of 1934 and defined in Rule 16a-1 thereunder);

• review, approve and recommend to the Board the aggregate number of equity grants to be granted to all other employees;

• review, approve and recommend to the Board the annual profit-sharing contribution, aggregate number of equity grants and other benefits to be granted to all other employees;

• review, the management's succession planning process in consultation with CEO, and provide report to the Board on Company's leadership succession planning for the CEO and other Executive Officers, on annual basis;

• ensure that a significant portion of executive compensation is reasonably related to the long-term interest of our stockholders.

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Stockholder Communications

Two-way communication is important for maintaining transparency and resolving any grievances with stockholders.

Stockholders may communicate with the members of the Board, either individually or collectively, by writing to the Board at 2479 E.

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Summaries and copies of the stockholder proposals are circulated to the Chairman of the Governance Committee.

Stockholder nominations for directors are reviewed by the Secretary for compliance with the requirements for director nominations that are set forth in our Bylaws.

Stockholder nominations for directors that meet these requirements are summarized by the Secretary.

Summaries and copies of the nominations or recommendations are then circulated to the Chairman of the Governance Committee.

Stockholder nominations for directors are reviewed and summarized by the Secretary.

The Governance Committee will consider director candidates recommended by stockholders.

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The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions.

Candidates should have substantial experience with one or more publicly traded companies or should have achieved a high level of distinction in their chosen fields.

The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in technology;

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There is no difference in the manner in which the Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.

In evaluating nominations to the Board, the Governance Committee

also looks for depth and breadth of experience within the Company’s industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director.

In evaluating nominations to the Board, the Governance Committee also looks for depth and breadth of experience within the Company’s industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director.

Each of the candidates nominated for election to our Board at our last annual meeting of stockholders was recommended by the Governance Committee.

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The Code is periodically reviewed by the Board.

In the event we determine to amend or waive certain provisions of the Code, we intend to disclose such amendments or waivers on our website at http://www.inpixon.com under the heading “Investors” within four business days following such amendment or waiver or as otherwise required by the Nasdaq Listing Rules.

A copy of the Code is available on our website at http://www.inpixon.com (under "Investors").

In the event we determine to amend or waive certain provisions of the Code, we intend to disclose such amendments or waivers on our website within four (4) business days following such amendment or waiver or as otherwise required by the Nasdaq Listing Rules.

Policy against Hedging Stock

Our insider trading policy (which was adopted by the Board in November 2015 and updated as of August 2020) prohibits our directors, officers, and other employees, and their designees, from engaging in short sales or from hedging transactions of any nature that are designed to hedge or offset a decrease in market value of such person's ownership of the Company's equity securities.

Risk Oversight

Our Board provides risk oversight for our entire company by receiving management presentations, including risk assessments, and discussing these assessments with management.

The Board’s overall risk oversight, which focuses primarily on risks and exposures associated with current matters that may present material risk to our operations, plans, prospects or reputation, is supplemented by the various committees.

The Audit Committee discusses with management and our independent registered public accounting firm our risk management guidelines and policies, our major financial risk exposures and the steps taken to monitor and control such exposures.

Our officers are responsible for overseeing the material risk faced by our Company as part of their day-to-day management responsibilities.

Our Board’s overall risk oversight, which focuses primarily on risks and exposures associated with current matters that may present material risk to our operations, plans, prospects or reputation, is supplemented by the various committees.

Our Audit Committee discusses with management and our independent registered public accounting firm our risk management guidelines and policies, our major financial risk exposures and the steps taken to monitor and control such exposures.

Our Compensation Committee oversees risks related to our compensation programs and discusses with management its annual assessment of our employee compensation policies and programs.

Our Nomination and Governance Committee oversees risks related to corporate governance and management and director succession planning.

Our Governance Committee oversees risks related to corporate governance and management and director succession planning.

Board Leadership Structure

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The Company has no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer.

The Board believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer is in the best interests of the Company and will review this determination from time to time.

EXECUTIVE COMPENSATION

The table below sets forth, for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive officer and (ii) our two other most highly compensated executive officers, other than our principal executive officer, who were serving as an executive officer at the end of the last fiscal year.

executive officer, who were serving as an executive officer at the end of the last fiscal year.

Together, these individuals are sometimes referred to as the “Named Executive Officers.”

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(3) Accrued vacation paid as compensation, automobile allowance and housing allowance.

(4) Commission and automobile allowance.

(4) Accrued vacation paid as compensation.

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01/08/2022 24,453 (3) 2,214 (3) — 39.75 01/08/2032 — —

08/16/2021 208,333 (5) 1,291,667 (5) 0 1.03 08/16/2031 0 0

Soumya Das 02/03/2017 1 (1) — — 14,102,680.50 02/03/2027 — —

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01/08/2022 12,233 (3) 1,102 (3) — 39.75 01/08/2032 — —

08/16/2021 104,166 (5) 645,834 (5) 0 1.03 08/16/2031 0 0

(1) This option is 100% vested.

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(5) This option vests 1/36th per month.

(6) 750,000 shares of restricted stock were unvested as of December 31, 2021

(7) 375,000 shares of restricted stock were unvested as of December 31, 2021

Employment Agreements and Arrangements

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Ali serves as President.

The employment agreement was assumed by the Company and Mr.

The employment agreement was

assumed by the Company and Mr.

Ali became CEO in September 2011.

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This description is not complete.

For more information, we refer you to the full text of the 2018 Plan.

For more information, we refer you to the full text of the 2018 Plan, and as amended from time to time.

The 2018 Plan is an important part of our compensation program.

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Exceptions to these general rules arise under the following circumstances:

• If shares of our common stock, when delivered, are subject to a substantial risk of forfeiture by reason of any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses, unless the grantee makes a special election to accelerate taxation under section 83(b) of the Code.

until the risk of forfeiture lapses, unless the grantee makes a special election to accelerate taxation under section 83(b) of the Code.

• If an employee exercises a stock option that qualifies as an ISO, no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares of our common stock acquired upon exercise of the stock option are held until the later of (A) one year from the date of exercise and (B) two years from the date of grant.

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(a) Weighted-average exercise

price of outstanding

price of outstanding options

(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)

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(1) The fair value of the director option grants are estimated on the date of grant using the Black-Scholes option pricing model with key weighted average assumptions, expected stock volatility and risk free interest rates based on US Treasury rates from the applicable periods.

(2) Represents amounts paid in connection with the terms of a consulting agreement pursuant to which Mr.

Irfan is providing advisory services in support of strategic initiatives for which he receives compensation of $ 10,000 a month.

Directors are entitled to reimbursement of ordinary and reasonable expenses incurred in exercising their responsibilities and duties as a director.

Effective July 1, 2015, the Board approved the following compensation plan for the independent directors payable in accordance with each independent director’s services agreement:

$30,000 per year for their services rendered on the Board, $15,000 per year for service as the audit committee chair, $10,000 per year for service as the compensation committee chair,

$6,000 per year for service on the audit committee, $4,000 per year for service on the compensation committee, $2,500 per year for service on the nominating committee, a one-time non-qualified stock option grant to purchase 20,000 shares (on a pre-Reverse Splits basis) of the Company’s common stock under the 2011 Plan and restricted stock awards of 20,000 shares (on a pre-Reverse Splits basis) of common stock under the 2011 Plan, which are granted in four equal installments on a quarterly basis and are each 100% vested upon grant.

$30,000 per year for their services rendered on the Board, $15,000 per year for service as the audit committee chair, $10,000 per year for service as the compensation committee chair, $6,000 per year for service on the audit committee, $4,000 per year for service on the compensation committee, $2,500 per year for service on the nominating committee, a one-time non-qualified stock option grant to purchase 20,000 shares (on a pre-

Reverse Splits basis) of the Company’s common stock under the 2011 Plan and restricted stock awards of 20,000 shares (on a pre-Reverse Splits basis) of common stock under the 2011 Plan, which are granted in four equal installments on a quarterly basis and are each 100% vested upon grant.

On January 25, 2019, each independent director entered into an amendment to his respective director services agreement pursuant to which the Company agreed to grant each independent director, so long as such director continues to fulfill his duties and provide services pursuant to their services agreement, an annual non-qualified stock option to purchase up to 20,000 shares of common stock in lieu of the above-mentioned equity awards.

Each stock option grant will be subject to the approval of the Board, which shall determine the appropriate vesting schedule, if any, and the exercise price.

During the year ended December 31, 2021, the Board of Directors awarded the independent directors an aggregate of 140,000 non-qualified stock options.

On May 16, 2022, Mr.

Irfan's Director Services Agreement (as amended, the "Amended Director Services Agreement") was amended to increase his quarterly compensation by an additional $10,000 per month as consideration for the additional time and efforts dedicated to the Company and management in support of the evaluation of strategic relationships and growth initiatives.

The Amended Director Services Agreement supersedes and replaces all prior agreements by and between the Company and Mr.

During the year ended December 31, 2022, the Board of Directors awarded each independent director an aggregate of 534 non-qualified stock options.

The independent directors did not receive any restricted stock awards during the year ended December 31, 2022.

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All executive officers and directors as a group (6 persons) 137,256 (8) *

More than 5% Beneficial Owner

Hudson Bay Master Fund Ltd.

15,148,820 (9) 9.2 %

Armistice Capital Master Fund Ltd.

15,200,000 (10) 9.2 %

Altium Growth Fund, LP 9,600,000 (11) 6.0 %

Leon Papkoff 9,545,646 (12) 6.0 %

* Represents beneficial ownership of less than 1%.

(1) Based on 16,478,252 shares outstanding as of March 26, 2023.

(2) Includes (i) 1,023,474 shares of common stock held of record by Nadir Ali, (ii) 1,897,540 shares of common stock issuable upon exercise of options exercisable within 60 days of March 3, 2022, (iii) 1 shares of common stock held of record by Lubna Qureishi, Mr.

Ali’s wife, and (iv) 1 shares of common stock held of record by the Qureishi Ali Grandchildren Trust, of which Mr.

(2) Includes (i) 13,649 shares of common stock held of record by Nadir Ali, (ii) 52,542 shares of common stock issuable upon exercise of options exercisable within 60 days of March 26, 2023, (iii) 1 share of common stock held of record by Lubna Qureishi, Mr.

Ali’s wife, and (iv) 1 share of common stock held of record by the Qureishi Ali Grandchildren Trust, of which Mr.

Ali is the joint-trustee (with his wife Lubna Qureishi) of the Qureishi Ali Grandchildren Trust and has shared voting and investment control over the shares held.

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Oppenheim, and (ii) 2,678 shares of common stock issuable upon exercise of options exercisable within 60 days of March 26, 2023.

(4) Includes (i) 1 shares of common stock held of record by Mr.

(4) Includes (i) 1 share of common stock held of record by Mr.

Irfan and (ii) 2,678 shares of common stock issuable upon exercise of options exercisable within 60 days of March 26, 2023.

(5) Includes (i) 3 shares of common stock owned directly by SyHolding Corp., (ii) 1 shares of common stock held of record by Mr.

(5) Includes (i) 1 share of common stock owned directly by SyHolding Corp., (ii) 1 share of common stock held of record by Mr.

Khader and (iii) 2,678 shares of common stock issuable upon exercise of options exercisable within 60 days of March 26, 2023.

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(8) Includes (i) 25,247 shares of common stock held directly, or by spouse or relative, (ii) 2 shares of common stock held of record by entities, and (iii) 112,007 shares of common stock issuable upon exercise of options exercisable within 60 days of March 26, 2023.

(9) Based on information available to us, Hudson Bay Master Fund Ltd.

beneficially owns 15,148,820 shares of Common Stock, consisting of 5,600,000 shares of common stock issuable upon conversion of 7,000 shares of Series 7 Preferred Stock, 5,600,000 shares issuable upon exercise of warrants to purchase common stock and 3,938,424 shares of common stock issuable upon the exercise of outstanding rights.

Hudson Bay Capital Management LP serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities are held.

As such, the investment manager may be deemed to be the beneficial owner of the securities held by Hudson Bay Master Fund Ltd.

Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager.

disclaims beneficial ownership of these securities.

The address of the principal business office of each of Hudson Bay Master Fund Ltd., Hudson Bay Capital Management LP and Mr.

Gerber is 28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830.

(10) Based on information available to us, Armistice Capital Master Fund Ltd.

(the "Master Fund") beneficially owns 15,200,000 shares of Common Stock, consisting of 7,600,000 shares of common stock issuable upon conversion of 9,500 shares of Series 7 Preferred Stock and 7,600,000 shares issuable upon exercise of warrants to purchase common stock.

Armistice Capital, LLC (“Armistice Capital”) is the investment manager of the Master Fund, the direct holder of the securities and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over these securities held by the Master Fund and thus may be deemed to beneficially own these securities.

Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership of these securities directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

The address of the principal business office of each of the Master Fund, Armistice Capital and Mr.

Boyd is 510 Madison Avenue, 7th Floor, New York, New York 100220.

(11) Based on information available to us, Altium Growth Fund, LP (the "Fund") beneficially owns 9,600,000 shares of Common Stock, consisting of 4,800,000 shares of common stock issuable upon conversion of 6,000 shares of Series 7 Preferred Stock and 4,800,000 shares issuable upon exercise of warrants to purchase common stock.

Altium Capital Management, LP is the investment adviser of the Fund, the direct holder of the securities, and may be deemed to beneficially own securities, owned by, the Fund.

Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

The address of the principal business office of each of Altium Growth Fund LP, Altium Capital Management, LLC and Altium Growth GP, LLC is 152 West 57th Street, FL 20, New York, NY 10019

(12) Based on information available to us, Mr.

Papkoff owns 4,042,328 shares of common stock and 5,503,318 shares of common stock that have been earned and are issuable as earnout shares in connection with our acquisition of The CXApp.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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The Board has not adopted any specific procedures for conducting reviews of potential conflicts of interest and considers each transaction in light of the specific facts and circumstances presented.

However, to the extent a potential related party transaction is presented to the Board, the Company expects that the Board would become fully informed regarding the potential transaction and the interests of the related party, and would have the opportunity to deliberate outside of the presence of the related party.

However, to the extent a potential related party transaction is presented to the Board, the Company expects that the Board would become fully informed regarding the potential transaction

and the interests of the related party, and would have the opportunity to deliberate outside of the presence of the related party.

The Company expects that the Board would only approve a related party transaction that was in the best interests of the Company, and further would seek to ensure that any completed related party transaction was on terms no less favorable to the Company than could be obtained in a transaction with an unaffiliated third party.

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We are required to periodically re-evaluate the carrying value of the note and the related valuation allowance based on various factors, including, but not limited to, Sysorex’s performance and collectability of the note.

Sysorex’s performance against those financial projections will directly impact future assessments of the fair value of the note.

Sysorex’s performance

against those financial projections will directly impact future assessments of the fair value of the note.

On March 1, 2020, the Company amended the Secured Note to extend the maturity date of the Secured Note to December 31, 2022, to increase the default interest rate from 18% to 21% or the maximum rate allowable by law and to require a cash payment to the Company by Sysorex against the Loan Amount in an amount equal to no less than 6% of the aggregate gross proceeds raised following the completion of any financing, or series of related financings, in which Sysorex raised aggregate gross proceeds of at least $5 million.

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The Company and Sysorex each agreed pursuant to the terms and conditions of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, that 50% of the costs and liabilities related to the arbitration action would be shared by each party following the Spin-off.

As a result, Sysorex owed the Company $648,183 as of December 31, 2020 for the settlement plus the interest accrued during the fiscal year ended December 31, 2021 of $31,824.

As a result, Sysorex owed the Company $0.6 million as of December 31, 2020 for the settlement plus the interest accrued during the fiscal year ended December 31, 2020 of $0.1 million.

Sysorex Settlement

On April 14, 2021, the Company entered into a Securities Settlement Agreement (the “SSA”) and a Rights Letter Agreement (the “RLA”), each with Sysorex, whereby Sysorex agreed to satisfy in full its outstanding debt, in the aggregate amount of $9,088,175.97 as of March 31, 2021, owed to us under that certain secured promissory note, originally dated

December 31, 2018, as amended from time to time, and in connection with the Atlas Debt Settlement.

On April 14, 2021, the Company entered into a Securities Settlement Agreement (the “SSA”) and a Rights Letter Agreement (the “RLA”), each with Sysorex, whereby Sysorex agreed to satisfy in full its outstanding debt, in the aggregate amount of $9.1 million as of March 31, 2021, owed to us under that certain secured promissory note, originally dated December 31, 2018, as amended from time to time, and in connection with the Atlas Debt Settlement.

To effect the Debt Settlement, Sysorex agreed to issue to us (i) pursuant to the terms of the SSA, 12,972,189 shares of its common stock, $0.00001 par value per share, and (ii) rights to acquire 3,000,000 additional shares of its common stock pursuant to the terms of the RLA.

6 unchanged sentences

Nadir Ali entered into a consulting agreement with Sysorex, pursuant to which he agreed to provide certain business services specified in the agreement for the benefit of Sysorex in exchange for shares of Sysorex’s common stock.

The consulting agreement was terminated on October 14, 2021.

Systat License Acquisition

On June 19, 2020, we entered into an exclusive license to market, distribute, and develop the SYSTAT and SigmaPlot software suite of products (the “License Grant”) pursuant to the terms and conditions of that certain Exclusive Software License and Distribution Agreement, as amended on June 30, 2020 (as amended, the “License Agreement”), with Cranes Software International Ltd.

(“Cranes”) and Systat Software, Inc.

(“Systat,” and together with Cranes, the “Systat Parties”).

In accordance with the terms of the License Agreement, on June 30, 2020 (the “License Closing Date”), we acquired the License Grant, effective as of June 1, 2020, and we partitioned a portion of the outstanding balance under that certain promissory note (the “Sysorex Note”) issued to us by Sysorex, Inc.

(“Sysorex”), into a new note in an amount equal to $3 million in principal plus accrued interest (the “Closing Note”) and assigned the Closing Note and all rights and obligations thereunder to Systat in accordance with the terms and conditions of that certain Promissory Note Assignment and Assumption Agreement (the "Assignment Agreement").

An additional $3.3 million of the principal balance underlying the Sysorex Note was partitioned and assigned to Systat as consideration payable for the rights granted under the license, including $1.3 million on the three month anniversary of the License Closing Date, $1.0 million on the six month anniversary of the License Closing Date and an additional $1.0 million on March 19, 2021.

Each assignment under the Sysorex Note was represented by a new secured promissory note and our right to any repayment under the Sysorex Note is subordinate and junior to Sysorex’s obligation to make any payment to Systat unless we have exercised our right to offset any losses against such assigned notes as permitted in the License Agreement.

In addition, we paid the remaining cash consideration of $2.2 million for the License Grant on July 8, 2020.

In connection with the License Grant, the Systat Parties provided us with equipment for us to use at no additional cost for a minimum period of six months following the License Closing Date.

In addition, we have the right, but not the obligation, to assume all of the Systat Parties’ rights, interests, and obligations under the Systat Customer Contracts and the Systat Distribution Agreements (as such terms are defined in the License Agreement).

We are also entitled to any customer maintenance revenue, new license fees, or license renewal fees, received by any of the Systat Parties after June 1, 2020 in connection with the Systat Customer Contracts and/or Systat Distribution Agreements assigned to and assumed by us in connection with the License Agreement.

The License Grant will remain in effect for a period of 15 years following the License Closing Date (the “Term”), unless terminated sooner upon mutual written consent of Systat and us or upon termination by either for the other party’s specified breach.

At any time during the first 5-year period of the Term (the "Purchase Option Exercise Period"), we may exercise our option to purchase the Software, Software Source, User Documentation, Systat Intellectual Property, Customer Information and Equipment (as such terms are defined in the License Agreement) from the Systat Parties in exchange for an assignment of our right to receive an additional $1.0 million in principal under the Sysorex Note.

On February 22, 2021, we entered into a Second

Amendment to the License Agreement to allow for the exercise of the purchase option in whole or in part any time during the Purchase Option Period and to provide for cash consideration in lieu of an assignment of the Sysorex Note at our option.

In addition, we exercised our option to purchase a portion of the underlying assets, including certain software, trademarks, solutions, domain names and websites from Systat in exchange for consideration in an amount equal to $900,000.

Nadir Ali, our Chief Executive Officer and a member of our Board, is a related party in connection with the acquisition of the Licenses as a result of his service as a director of Sysorex, the issuer of the Sysorex Note that was assigned in accordance with the terms and conditions of the License Agreement.

On June 30, 2020 (the "Closing Date"), pursuant to the terms and conditions of that certain Exclusive Software License and Distribution Agreement, dated as of on June 19, 2020, with an effective date of June 1, 2020 (as amended, the “License Agreement”), with Cranes Software International Ltd., a company organized under the laws of India (“Cranes”) and Systat Software, Inc., a Delaware corporation (“Systat,” and together with Cranes, the “Systat Parties”).

In accordance with the terms of the License Agreement, on June 30, 2020 (the “License Closing Date”), we acquired (a) an exclusive, worldwide license to use, modify, develop market and distribute certain software, software source, user documentation and related Systat intellectual property, and (b) an exclusive, worldwide sub-license to use, modify, develop, market and distribute software, software source, user documentation and related intellectual property license to Systat by Cranes (collectively, the "Licenses").

In exchange for the Licenses, we paid $2.2 million in cash and we partitioned a portion of the outstanding balance of the Sysorex Note into a new note in an amount equal to $3 million in principal plus accrued interest (the “Closing Note”) and assigned the Closing Note and all rights and obligations thereunder to Systat in accordance with the terms and conditions of that

certain Promissory Note Assignment and Assumption Agreement.

Pursuant to the License Agreement, we partitioned and assigned to Systat an additional $3.3 million of the principal balance underlying the Sysorex Note as follows:

(i) $1.3 million on the three month anniversary of the Closing Date, (ii) $1.0 million on the six month anniversary of the Closing Date and (iii) $1.0 million on March 19, 2021.

In addition, in connection with an amendment to License Agreement dated February 22, 2021, we exercised our option to purchase a portion of the underlying assets of the Sysorex Note, including certain software, trademarks, solutions, domain names and websites from Systat in exchange for $900,000 in cash consideration.

Systat License Agreement

Nadir Ali, the Company's Chief Executive Officer and a member of the Board, is a related party in connection with the acquisition of the Licenses as a result of his service as a director of Sysorex, the issuer of the Sysorex Note that was assigned in accordance with the terms and conditions of the License Agreement.

In addition, Tanveer Khader and Kareem Irfan, members of our Board, are also related parties in connection with the acquisition of the Licenses as a result of their respective employment relationships with the Systat Parties.

Subscription of Units of Cardinal Venture Holdings

Subscription of Units of, and Loan to, Cardinal Venture Holdings

On September 30, 2020, we entered into a Subscription Agreement (the “Subscription Agreement”) with Cardinal Venture Holdings LLC, a Delaware limited liability company (“CVH”), pursuant to which we agreed to (i) contribute up to $1,800,000 (the “Contribution”) to CVH and (ii) purchase up to 599,999 Class A Units of CVH (the “Class A Units”) and up to 1,800,000 Class B Units of CVH (the “Class B Units,” and, together with the Class A Units, the “Units”).

The aggregate purchase price of $1,800,000 for the Units is deemed to be satisfied in part through the Contribution.

CVH owns certain interests in the sponsor entity (the “Sponsor”) to a special purpose acquisition company formed for the purpose of pursuing an initial public offering of its securities followed by effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “SPAC”).

It is anticipated that the Contribution will be used by CVH to fund the Sponsor’s purchase of securities in the SPAC.

Nadir Ali, our Chief Executive Officer and a director, beneficially owns membership interests in CVH through 3AM LLC, a Delaware limited liability company and a founding member of CVH (“3AM”).

The Contribution was used by CVH to fund the Sponsor’s purchase of securities in the KINS.

CVH owns certain interests in KINS Capital, LLC, a Delaware limited liability company, the sponsor entity (the “Sponsor”) to KINS Technology Group, Inc., a Delaware corporation and publicly traded former special purpose acquisition company ("KINS") with which the Company entered into the Business Combination.

Concurrently with our entry into the Subscription Agreement, we entered into the Amended and Restated Limited Liability Company Agreement of CVH (the “LLC Agreement”), dated as of September 30, 2020.

Under the terms of the LLC Agreement, in the event the Managing Member (as defined in the LLC Agreement) can no longer manage CVH’s affairs due to his death, disability or incapacity, 3AM will serve as CVH’s replacement Managing Member.

Under the terms of the LLC Agreement, in the event the Managing Member can no longer manage CVH’s affairs due to his death, disability or incapacity, 3AM will serve as CVH’s replacement Managing Member.

Except as may be required by law, we, as a non-managing member under the LLC Agreement, do not have any voting rights and generally cannot take part in the management or control of CVH’s business and affairs.

The LLC Agreement provides that each Class A Unit and each Class B Unit represents the right of the Company to receive any distributions made by the Sponsor on account of the Class A Interests and Class B Interests, respectively, of the Sponsor.

We not required to make additional capital contributions to CVH, unless any such capital contribution is approved by all of CVH’s members.

In addition, the LLC Agreement contains terms and conditions that provide for limitations on liability, restrictions on rights to distributions and certain indemnification rights for CVH’s members.

Consulting Services

Kareem Irfan, a director of the Company, is providing consulting services to the Company in support of strategic initiatives for which he receives compensation of $10,000 a month under a consulting agreement effective through April 30, 2022 unless terminated earlier under the provisions of the agreement.

On December 16, 2020, the Company entered into a second subscription agreement with CVH, pursuant to which the Company agreed to (i) contribute $700,000 (the "Additional Contribution") to CVH and (ii) purchase 700,000 Class B Units.

The aggregate purchase price of $700,000 for the Class B Units is deemed to be satisfied through the Additional Contribution.

Following the closing of the Additional Contribution, the Company owned an aggregate of 599,999 Class A Units and 2,500,000 Class B Units.

Additionally, on July 1, 2022, we loaned $150,000 to CVH.

The loan bears no interest and is due and payable in full on the earlier of (i) the date by which KINS has to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "business combination"), and (ii) immediately prior to the date of consummation of the Business Combination of KINS, unless accelerated upon the occurrence of an event of default.

As a result of the closing of the Business Combination, the loan was repaid on March 15, 2023.

On February 27, 2023, the Company entered into Limited Liability Company Unit Transfer and Joinder Agreements with certain of the Company’s employees (the “Transferees”), pursuant to which (i) the Company transferred all of its Class A Units of CVH (the “Class A Units”), an aggregate of 599,999 Class A Units, to the Transferees as bonus consideration in connection with each Transferee’s services performed for and on behalf of the Company as an employee, as applicable, and (ii)

each Transferee became a member of CVH and a party to the Amended and Restated Limited Liability Company Agreement of CVH, dated as of September 30, 2020.

Nadir Ali, the Company's Chief Executive Officer and a director, beneficially owns membership interest in CVH through 3AM LLC, a Delaware limited liability company and a founding member of CVH ("3AM"), which may, in certain circumstances, be entitled to manage the affairs of CVH.

Ali's relationship may create conflict of interest between Mr.

Ali's obligation to our company and its shareholders and his economic interests and possible fiduciary obligation in CVH through 3AM.

For example, Mr.

Ali may be in a position to influence or manage the affairs of CVH in a manner that may be viewed as contrary to the best interest of either the Company or CVH and their respective stakeholders.

Enterprise Apps Spin-off and Business Combination

On September 25, 2022, we entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Inpixon, KINS Technology Group Inc., a Delaware corporation (renamed CXApp Inc., "KINS" or "New CXApp"), CXApp Holding Corp., a Delaware corporation and wholly-owned subsidiary of New CXApp (formerly a wholly-owned subsidiary of Inpixon, "CXApp"), and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of KINS ("Merger Sub"), pursuant to which KINS would acquire Inpixon's enterprise apps business (including its workplace experience technologies, indoor mapping, events platform, augmented reality and related business solutions) (the "Enterprise Apps Business") through the merger of Merger Sub with and into CXApp (the “Merger”), with CXApp continuing as the surviving company and as a wholly-owned subsidiary of KINS, in exchange for the issuance of shares of KINS capital stock valued at $69 million (the "Business Combination").

Immediately prior to the Merger and pursuant to a Separation and Distribution Agreement, dated as of September 25, 2022, among KINS, Inpixon, CXApp and Design Reactor, Inc., a California corporation ("Design Reactor") (the "Separation Agreement"), and other ancillary conveyance documents, Inpixon would, among other things and on the terms and subject to the conditions of the Separation Agreement, transfer the Enterprise Apps Business, including certain related subsidiaries of Inpixon, including Design Reactor, to CXApp (the "Reorganization").

Following the Reorganization, Inpixon would distribute 100% of the common stock of CXApp, par value $0.00001, to certain holders of Inpixon securities as of the record date of March 6, 2023 (the "Enterprise Apps Spin-Off").

The Merger closed on March 14, 2023.

See “Recent Events - Enterprise Apps Spin-off and Business Combination” under Part II, Item 7 herein for more details.

Effective as of the closing of the Merger, Design Reactor, entered into a consulting agreement with 3AM, pursuant to which Mr.

Ali will provide advisory services following the closing of the Business Combination in exchange for $180,000 in consulting fees.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Set forth below are approximate fees for services rendered by Marcum LLP, our independent registered public accounting firm, for the fiscal years ended December 31, 2021 and 2020.

Set forth below are approximate fees billed and accrued for services rendered by Marcum LLP, our independent registered public accounting firm, for the fiscal years ended December 31, 2022 and 2021.

Audit Fees(1) $ 289,410 $ 332,039

2 unchanged sentences

All Other Fees $ — $ —

(1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

The “Audit Fees” are the aggregate fees of Marcum attributable to professional services rendered in 2021 and 2020 for the audit of our annual financial statements, for review of financial statements included in our quarterly reports on Form 10-Q or for services that are normally provided by Marcum in connection with statutory and regulatory filings or engagements for that fiscal year.

These fees include fees billed for professional services rendered by Marcum for the review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

(1) Audit fees represent fees for professional services provided in connection with the audit of our Company's 2022 and 2021 annual consolidated financial statements included in this Annual Report on Form 10-K and review of our quarterly financial statements included in the Company's Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory or regulatory filings.

The “Audit Fees” are the aggregate fees of Marcum attributable to professional services rendered in 2022 and 2021 for the audit of our annual financial statements in our annual reports on Form 10-K, for review of financial statements included in our quarterly reports on Form 10-Q or for services that are normally provided by Marcum in connection with statutory and regulatory filings or engagements for that fiscal year.

These fees include fees billed for professional services rendered by

Marcum for the review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees .

Marcum billed us for professional services that were reasonably related to the performance of the audit or review of financial statements in 2021 and 2020, which are not included under Audit Fees above including the filing of our registration statements, including our Registration Statement on Form S-3.

Marcum billed us for professional services that were reasonably related to the performance of the audit or review of financial statements for fiscal years ended 2022 and 2021, which are not included under Audit Fees above including the filing of our registration statements, including our Registration Statement on Form S-3.

This amount also includes audit fees related to acquisitions.

4 unchanged sentences

The Audit Committee is required to review and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees for such services.

The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals for the performance of non-audit services, and any such Audit Committee member who pre-approves a non-audit service must report the pre-approval to the full Audit Committee at its next scheduled meeting.

The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals for the performance of certain non-audit services, and any such Audit Committee member who pre-approves a non-audit service must report the pre-approval to the full Audit Committee at its next scheduled meeting.

The Audit Committee is required to periodically notify the Board of their approvals.

12 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) 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.

March 16, 2022 By:

April 17, 2023 By:

/s/ Nadir Ali

3 unchanged sentences

Signature Title Date

/s/ Nadir Ali Chief Executive Officer and Director March 16, 2022

/s/ Nadir Ali Chief Executive Officer and Director April 17, 2023

Nadir Ali (Principal Executive Officer)

/s/ Wendy Loundermon Chief Financial Officer and Director March 16, 2022

/s/ Wendy Loundermon Chief Financial Officer and Director April 17, 2023

Wendy Loundermon (Principal Financial and Accounting Officer)

/s/ Leonard A.

Oppenheim Director March 16, 2022

/s/ Kareem Irfan Director March 16, 2022

/s/ Tanveer Khader Director March 16, 2022

Oppenheim Director April 17, 2023

/s/ Kareem Irfan Director April 17, 2023

/s/ Tanveer Khader Director April 17, 2023

Tanveer Khader

65 unchanged sentences

8-K 001-36404 2.1 March 9, 2022

2.22† Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS Technology Group Inc., Inpixon, CXApp Holding Corp.

and KINS Merger Sub Inc.

8-K 001-36404 2.1 September 26, 2022

2.23† Separation and Distribution Agreement, dated as of September 25, 2022, by and among KINS Technology Group, Inc., Inpixon, CXApp Holding Corp.

and Design Reactor Inc.

8-K 001-36404 2.2 September 26, 2022

2.24 Sponsor Support Agreement, dated as of September 25, 2022, by and among KINS Capital LLC, KINS Technology Group Inc., Inpixon and CXApp Holding Corp

8-K 001-36404 2.3 September 26, 2022

3.1 Restated Articles of Incorporation.

22 unchanged sentences

3.1 November 19, 2021

3.12 Certificate of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022)

8-K 001-36404 3.1 October 6, 2022

3.13 Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 26,666,667 to 500,000,000 filed with the Secretary of State of the State of Nevada on November 29, 2022

8-K 001-36404 3.1 December 2, 2022

3.14 Bylaws, as amended.

12 unchanged sentences

3.1 January 15, 2019

4.4 Promissory Note, dated as of December 21, 2018.

8-K 001-36404 4.1 December 31, 2018

4.5 Form of Warrant Agency Agreement

S-1/A 333-218173 4.7 June 23, 2017

4.6 Form of Additional Warrant

8-K 001-36404 4.1 August 9, 2017

4.4 Form of Warrant

8-K 001-36404 4.1 January 9, 2018

4.8 Form of Warrant

8-K 001-36404 4.1 February 16, 2018

4.9 Form of Warrant

8-K 001-36404 4.1 April 24, 2018

4.5 Promissory Note, dated as of December 21, 2018

8-K 001-36404 4.1 December 31, 2018

4.6 Form of Warrant

10 unchanged sentences

8-K 001-36404 4.1 August 14, 2019

4.16 Description of Registrant’s Securities

4.12 Promissory Note, dated as of March 18, 2020.

4 unchanged sentences

8-K 001-36404 3.1 September 15, 2021

4.15 Description of Registrant's Securities

4.16 Form of Warrant

8-K 001-36404 4.1 March 22, 2022

4.17 Series 8 Convertible Preferred Stock Certificate of Designation, filed with the Secretary of State of the State of Nevada and effective March 22, 2022

8-K 001-36404 3.1 March 24, 2022

4.18 Promissory Note, dated as of July 22, 2022

8-K 001-36404 4.1 July 22, 2022

4.19 Form of Purchase Warrants

8-K 001-36404 4.1 October 20, 2022

4.20 Form of Pre-Funded Warrants

8-K 001-36404 4.2 October 20, 2022

4.21 Promissory Note, dated as of December 30, 2022

8-K 001-36404 4.1 December 30, 2022

10.1+ Amended and Restated 2011 Employee Stock Incentive Plan.

17 unchanged sentences

8-K 001-36404 10.1 October 27, 2014

10.10+ Waiver and Amendment No.

1 to Board of Directors Services Agreement with Leonard A.

Oppenheim dated February 4, 2019.

10-K 001-36404 10.9 March 28, 2019

10.10+ Director Services Agreement with Kareem M.

1 unchanged sentence

8-K 001-36404 10.3 October 27, 2014

10.12+ Waiver and Amendment No.

1 to Board of Directors Services Agreement with Kareem M.

Irfan dated February 4, 2019.

10-K 001-36404 10.11 March 28, 2019

10.11+ Director Services Agreement with Tanveer A.

1 unchanged sentence

8-K 001-36404 10.4 October 27, 2014

10.14+ Waiver and Amendment No.

1 to Board of Directors Services Agreement with Tanveer A.

Khader dated February 4, 2019.

10-K 001-36404 10.13 March 28, 2019

10.12+ Amended and Restated Employment Agreement by and between the Company and Nadir Ali

50 unchanged sentences

8-K 001-36404 10.4 April 14, 2021

10.37+ Consulting Agreement, effective as of May 1, 2021, by and between Inpixon and Kareem M.

10.33 Amendment #3 to Promissory Note, dated as of March 16, 2022, by and between Inpixon and Iliad Research and Trading, L.P.

10-K 001-36404 10.40 March 16, 2022

10.34+ Amendment to the Inpixon 2018 Employee Stock Incentive Plan

8-K 001-36404 10.1 November 19, 2021

10.39 Exchange Agreement, dated January 28, 2022, by and between Inpixon and the Warrant Holder

10.35† Exchange Agreement, dated January 28, 2022, by and between Inpixon and Warrant Holder

8-K 001-36404 10.1 January 28, 2022

10.40 Amendment #3 to Promissory Note, dated as of March 1 6 , 202 2 , by and between Inpixon and Iliad Research and Trading, L.P.

10.36† Form of Securities Purchase Agreement

8-K 001-36404 10.1 March 22, 2022

10.37 Form of Lock-up Agreement

8-K 001-36404 10.2 March 22, 2022

10.38 Equity Distribution Agreement, dated as of July 22, 2022, between Inpixon and Maxim Group LLC

8-K 001-36404 10.1 July 22, 2022

10.39† Note Purchase Agreement, dated as of July 22, 2022

8-K 001-36404 10.2 July 22, 2022

10.40 Securities Purchase Agreement, dated as of April 27, 2022, by and between Inpixon and FOXO Technologies, Inc.

10-Q 001-36404 10.1 August 15, 2022

10.41 10% Original Issue Discount Senior Convertible Debenture

10-Q 001-36404 10.2 August 15, 2022

10.42 Subsidiary Guarantee

10-Q 001-36404 10.3 August 15, 2022

10.43† Form of Securities Purchase Agreement.

8-K 001-36404 10.1 October 20, 2022

10.44 Placement Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC

8-K 001-36404 10.2 October 20, 2022

10.45 Amendment to the Inpixon 2018 Employee Stock Incentive Plan

8-K 001-36404 10.1 December 2, 2022

10.46 Amendment No.

2 to Board of Directors Services Agreement, dated as of May 16, 2022, between Inpixon and Kareem M.

10-Q 001-36404 10.1 November 14, 2022

10.47† Note Purchase Agreement, dated as of December 30, 2022

8-K 001-36404 10.1 December 30, 2022

21.1 List of Subsidiaries of the Company.

1 unchanged sentence

24.1 Power of Attorney (included on signature page).

31.1 Certification of the Company’s Principal 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 Annual Report on Form 10-K for the year ended December 31, 20 21 .Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 202 1 .

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 Annual Report on Form 10-K for the year ended December 31, 202 1 .

31.1 Certification of the Company’s Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Company’s Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) X

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X

+ Indicates a management contract or compensatory plan.

3 unchanged sentences

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-K

Item 9A. Controls and Procedures