Item 5. Other Information
Item 5. Other Information
Since July 1, 2023 the Company issued 13,369,256 shares of the Company's common stock (the “Exchange Common Shares”) to the holder of that certain outstanding promissory note of Inpixon issued on July 22, 2022 (the “July 2022 Note”), at prices from $0.1523 to $0.2272 per share, calculated in accordance with Nasdaq's “minimum price” as defined by Nasdaq Listing Rule 5635(d), in connection with the terms and conditions of Exchange Agreements, pursuant to which Inpixon 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 $2.5 million and then cause the outstanding balance of the July 2022 Note to be reduced by an aggregate of approximately $2.5 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, 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 Inpixon; (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 Inpixon in connection with the exchanges.
Item 6. Exhibits
See the Exhibit index following the signature page to this Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INPIXON
Date: August 18, 2023 By: /s/ Nadir Ali
Nadir Ali
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Wendy Loundermon
Wendy Loundermon
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
2.1† Agreement and Plan of Merger, dated July 24, 2023, among Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company
8-K 001-36404 2.1 July 25, 2023
3.1 Restated Articles of Incorporation.
S-1 333-190574 3.1 August 12, 2013
3.2 Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares).
S-1 333-218173 3.2 May 22, 2017
3.3 Certificate of Amendment to Articles of Incorporation (Reverse Split).
8-K 001-36404 3.1 April 10, 2014
3.4 Articles of Merger (renamed Sysorex Global).
8-K 001-36404 3.1 December 18, 2015
3.5 Articles of Merger (renamed Inpixon).
8-K 001-36404 3.1 March 1, 2017
3.6 Certificate of Amendment to Articles of Incorporation (Reverse Split).
8-K 001-36404 3.2 March 1, 2017
3.7 Certificate of Amendment to Articles of Incorporation (authorized share increase).
8-K 001-36404 3.1 February 5, 2018
3.8 Certificate of Amendment to Articles of Incorporation (Reverse Split).
8-K 001-36404 3.1 February 6, 2018
3.9 Certificate of Amendment to Articles of Incorporation (Reverse Split).
8-K 001-36404 3.1 November 1, 2018
3.10 Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split).
8-K 001-36404 3.1 January 7, 2020
3.11 Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000 filed with the Secretary of State of the State of Nevada on November 18, 2021
8-K 001-36404 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
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
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.
S-1 333-190574 3.2 August 12, 2013
3.15 Bylaws Amendment .
8-K 001-36404 3.2 September 13, 2021
3.16 Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock.
8-K 001-36404 3.1 April 24, 2018
3.17 Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019.
8-K 001-36404 3.1 January 15, 2019
3.18 Series 7 Convertible Preferred Stock Certificate of Designation, filed with the Secretary of State of the State of Nevada and effective September 13, 2021
8-K 001-36404 3.1 September 15, 2021
3.19 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
4.1 Form of Warrant.
8-K 001-36404 4.1 April 24, 2018
4.2 Promissory Note, dated as of March 18, 2020.
8-K 001-36404 4.1 March 20, 2020
4.3 Promissory Note, dated as of July 22, 2022.
8-K 001-36404 4.1 July 22, 2022
4.4 Form of Purchase Warrants
8-K 001-36404 4.1 October 20, 2022
4.5 Form of Pre-Funded Warrants
8-K 001-36404 4.2 October 20, 2022
4.6 Promissory Note, dated as of December 30, 2022
8-K 001-36404 4.1 December 30, 2022
4.7 Common Stock Purchase Warrant
10-Q 001-36404 4.7 May 16, 2023
10.1 Form of Amendment No. 1 to Common Stock Purchase Warrants.
8-K 001-36404 10.1 February 28, 2023
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.2 Form of Limited Liability Company Unit Transfer and Joinder Agreement.
8-K 001-36404 10.2 February 28, 2023
10.3† Employee Matters Agreement, dated March 14, 2023, by and among KINS, KINS Merger Sub Inc., Inpixon, and Legacy CXApp.
8-K 001-36404 10.1 March 20, 2023
10.4 Tax Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp.
8-K 001-36404 10.2 March 20, 2023
10.5† Transition Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp.
8-K 001-36404 10.3 March 20, 2023
10.6† Warrant Purchase Agreement
10-Q 001-36404 10.6 May 16, 2023
10.7 Placement Agency Agreement
10-Q 001-36404 10.7 May 16, 2023
10.8 Amendment #2 to Promissory Note, dated as of May 16, 2023.
8-K 001-36404 10.1 May 19, 2023
10.9 Amendment to Promissory Note, dated as of May 16, 2023.
8-K 001-36404 10.2 May 19, 2023
10.10 Amendment No. 1 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC
8-K 001-36404 10.1 June 13, 2023
10.11 Form of Amendment Agreement.
8-K 001-36404 10.1 June 21, 2023
10.12 Form of Senior Secured Promissory Note.
8-K 001-36404 10.1 July 25, 2023
10.13 Form of Security and Pledge Agreement
8-K 001-36404 10.2 July 25, 2023
10.14* Inpixon Transaction Bonus Plan, dated July 24, 2023
8-K 001-36404 10.3 July 25, 2023
10.15* Inpixon Transaction Bonus Plan, dated July 24, 2023
8-K 001-36404 10.4 July 25, 2023
10.16* First Amendment to Employment Agreement, dated July 24, 2023, between Inpixon and Wendy Loundermon.
8-K 001-36404 10.5 July 25, 2023
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
31.1 Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30 , 2023.
X
31.2 Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30 , 2023.
X
32.1# Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS 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 with applicable taxonomy extension information contained in Exhibits 101). X
† Exhibits, schedules and similar attachments have been omitted pursuant to Item 601 of Regulation S-K and the registrant undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.
* Indicates management contract or compensatory plan or arrangement.
# 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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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.