What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-05-20 compared with 2023-11-20 · 74 added, 84 removed, 76 unchanged (68% of the section changed)

Other Information

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.

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.

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.

None of the Company’s directors or officers adopted , modified or terminated a Rule 10b-5 trading arrangement or a non-Rule 10b-5 trading arrangement during the fiscal quarter ended March 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

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.

November 20, 2023 By:

/s/ Nadir Ali

May 20, 2024 By:

/s/ Scott Pomeroy

Scott Pomeroy

Chief Executive Officer

(Principal Executive Officer)

/s/ Wendy Loundermon

Wendy Loundermon

/s/ Brooke Turk

Chief Financial Officer

6 unchanged sentences

8-K 001-36404 2.1 July 25, 2023

2.2 First Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc.

and XTI Aircraft Company.

10-K 001-36404 2.26 April 16, 2024

2.3† Second Amendment to Merger Agreement, dated March 12, 2024, by and between Inpixon, Superfly Merger Sub Inc.

and XTI Aircraft Company.

8-K 001-36404 10.1 March 15, 2024

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

3 unchanged sentences

8-K 001-36404 2.2 October 23, 2023

2.6† Equity Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC.

8-K 001-36404 2.1 February 23, 2024

3.1 Restated Articles of Incorporation.

14 unchanged sentences

8-K 001-36404 3.1 February 6, 2018

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

2 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

12 unchanged sentences

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

3.18 By-Laws Amendment No.

2 unchanged sentences

8-K 001-36404 3.2 September 19, 2023

4.1 Form of Warrant.

8-K 001-36404 4.1 April 24, 2018

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

3.20 Bylaws Amendment.

8-K 001-36404 3.4 March 15, 2024

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

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.

3.21 Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock.

8-K 001-36404 3.1 March 15, 2024

10.4 Tax Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp.

3.22 Certificate of Amendment (Reverse Stock Split).

8-K 001-36404 3.2 March 15, 2024

10.5† Transition Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp.

3.23 Certificate of Amendment (Name Change).

8-K 001-36404 3.3 March 15, 2024

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

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

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

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.

4.1 Promissory Note, dated effective as of January 5, 2023

10-K 001-36404 4.20 April 16, 2024

4.2 Amendment No.

1 to Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc.

10-K 001-36404 4.21 April 16, 2024

4.3 Unsecured Convertible Promissory Note, dated as of October 1, 2023.

10-K 001-36404 4.22 April 16, 2024

4.4 Amendment No.

1 to Unsecured Convertible Promissory Note, dated as of March 12, 2024, by and between XTI Aircraft Company and David E.

10-K 001-36404 4.23 April 16, 2024

4.5 Amendment No.

2 to Unsecured Convertible Promissory Note, dated as of March 27, 2024, by and between XTI Aerospace, Inc.

10-K 001-36404 4.24 April 16, 2024

4.6 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.25 April 16, 2024

4.7 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.26 April 16, 2024

4.8 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.27 April 16, 2024

4.9 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.28 April 16, 2024

4.10## Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.29 April 16, 2024

4.11 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.30 April 16, 2024

4.12## Form of Amendment No.

2 to Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

10-K 001-36404 4.31 April 16, 2024

10.1 Second Amendment to Senior Secured Promissory Note, dated as of February 2, 2024, by and between Inpixon and XTI Aircraft Company.

8-K 001-36404 10.1 February 5, 2024

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

10.2 Exchange Agreement, dated March 12, 2024, by and between Inpixon and Streeterville Capital, LLC.

8-K 001-36404 10.2 March 15, 2024

10.3 Securities Purchase Agreement, dated March 12, 2024, by and between Inpixon and 3AM Investments LLC.

8-K 001-36404 10.3 March 15, 2024

10.4 Form of Indemnification Agreement.

8-K 001-36404 10.4 March 15, 2024

10.5 Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc.

and Nadir Ali.

8-K 001-36404 10.5 March 15, 2024

10.6 Consulting Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc.

and Wendy Loundermon.

8-K 001-36404 10.6 March 15, 2024

10.7+ Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Nadir Ali.

8-K 001-36404 10.7 March 15, 2024

10.8+ Amendment to Employment Agreement, dated March 12, 2024, by and between Inpixon and Wendy Loundermon.

8-K 001-36404 10.8 March 15, 2024

10.9+ Amendment to Inpixon Transaction Bonus Plan, dated March 11, 2024.

8-K 001-36404 10.9 March 15, 2024

10.10+ Form of Acknowledgement Agreement.

8-K 001-36404 10.10 March 15, 2024

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

3 unchanged sentences

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

5 unchanged sentences

# This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

## Certain 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.

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