What changed in this filing

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Item 5. Other Information

2023-11-20 compared with 2023-08-18 · 40 added, 8 removed, 120 unchanged (29% of the section changed)

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;

Note Exchanges

Since October 1, 2023 the Company issued 15,996,373 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 $0.0984 to $0.1044 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 $1.6 million and then cause the outstanding balance of the July 2022 Note to be reduced by an aggregate of approximately $1.6 million;

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

2 unchanged sentences

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

Amended and Restated Senior Secured Promissory Note with XTI

As previously reported by the Company in a Current Report on Form 8-K filed on July 25, 2023, XTI executed a Senior Secured Promissory Note in favor of the Company, with an issue date of July 24, 2023, in the original principal amount of $538,407 (the “Original Note”), pursuant to which the Company would lend up to $1,775,000 in additional principal amount under the Original Note, for a maximum aggregate principal amount under the Original Note of $2,313,407.

As of November 12, 2023, the amount of outstanding principal and accrued unpaid interest under the Original Note was $2,370,186.81.

On November [14], 2023, XTI and the Company amended and restated the Original Note (the “Amended Note”), such that the Company may lend to XTI $700,000 in additional principal amount under the Amended Note, for a maximum aggregate principal amount under the Amended Note of approximately $3.1 million.

XTI’s obligations under the Amended Note are secured by all assets of XTI pursuant to the previously reported Security and Pledge Agreement, dated as of July 24, 2023, between XTI and the Company.

The description above is qualified in its entirety by reference to the Amended Note, which is filed as Exhibit 10.23 to this Quarterly Report.

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 18, 2023 By:

November 20, 2023 By:

/s/ Nadir Ali

11 unchanged sentences

8-K 001-36404 2.1 July 25, 2023

Separation Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc.

8-K 001-36404 2.1 October 23, 2023

Business Combination Agreement, dated as of October 23, 2023, by and among Inpixon, Grafiti Holding Inc., 1444842 B.C.

and Damon Motors Inc.

8-K 001-36404 2.2 October 23, 2023

3.1 Restated Articles of Incorporation.

18 unchanged sentences

8-K 001-36404 3.1 January 7, 2020

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

2 unchanged sentences

8-K 001-36404 3.1 October 6, 2022

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

12 unchanged sentences

8-K 001-36404 3.1 March 24, 2022

3.20 By-Laws Amendment No.

8-K 001-36404 3.1 September 19, 2023

3.21 By-Laws Amendment No.

8-K 001-36404 3.2 September 19, 2023

4.1 Form of Warrant.

2 unchanged sentences

8-K 001-36404 4.1 March 20, 2020

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

4.3 Promissory Note, dated as of July 22, 2022.

11 unchanged sentences

8-K 001-36404 10.1 February 28, 2023

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

10.2 Form of Limited Liability Company Unit Transfer and Joinder Agreement.

19 unchanged sentences

8-K 001-36404 10.1 June 21, 2023

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

10.12 Form of Senior Secured Promissory Note.

8 unchanged sentences

8-K 001-36404 10.5 July 25, 2023

10.17 Form of Securities Purchase Agreement by and between Damon Motors Inc.

8-K 001-36404 10.1 October 23, 2023

10.18 Form of Convertible Promissory Note to be issued by Damon Motors Inc.

8-K 001-36404 10.2 October 23, 2023

10.19 Form of Common Share Purchase Warrant to be issued by Damon Motors Inc.

8-K 001-36404 10.3 October 23, 2023

10.20 Form of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc.

and certain securityholders.

8-K 001-36404 10.4 October 23, 2023

10.21 Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders.

8-K 001-36404 10.5 October 23, 2023

10.22 Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders.

8-K 001-36404 10.6 October 23, 2023

10.23 XTI Amended and Restated Senior Secured Note with Loan Schedule

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 September 30, 2023.

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 September 30, 2023.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

11 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-Q

Item 5. Other Information