Item 5. Other Information
Item 5. Other Information
a) The information set forth below is included herein for the purpose of voluntarily providing disclosure under "Item 3.02 - Unregistered Sales of Equity Securities.” of Form 8-K.
On August 6, 2024, the Company entered into an exchange agreement with a holder of shares of the Company’s Series 9 Preferred Stock pursuant to which the Company and the holder agreed to exchange 225 shares of Series 9 Preferred Stock with an aggregate stated value of $236,250 (the “Preferred Shares”) for 1,133,093 shares of common stock (the “Exchange Shares”) at an effective price per share of $0.2085. The Company issued the Exchange Shares to the holder on August 7, 2024, at which time the Preferred Shares were cancelled. The Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the Exchange Shares were issued in exchange for other outstanding securities of the Company, (b) there was no additional consideration delivered by the holder in connection with the exchange and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange.
As of August 14, 2024, the Company had 35,380,840 shares of common stock outstanding. Because the Exchange Shares constitute less than 5% of the Company’s outstanding common stock, the disclosure under this Item 3.02 is being disclosed voluntarily.
c) Insider trading arrangements
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 June 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
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 14, 2024 By: /s/ Scott Pomeroy
Scott Pomeroy
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Brooke Turk
Brooke Turk
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
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
2.4†
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
2.5†
Business Combination Agreement, dated as of October 23, 2023, by and among Inpixon, Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc.
8-K 001-36404 2.2 October 23, 2023
2.6 Amendment to Business Combination Agreement, dated as of June 18, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc.
8-K 001-36404 2.1 June 24, 2024
2.7† 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.
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
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
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
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 By-Laws Amendment No. 3
8-K 001-36404 3.1 September 19, 2023
3.19 By-Laws Amendment No. 4
8-K 001-36404 3.2 September 19, 2023
3.20 Bylaws Amendment.
8-K 001-36404 3.4 March 15, 2024
3.21 Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock.
8-K 001-36404 3.1 March 15, 2024
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.22 Certificate of Amendment (Reverse Stock Split).
8-K 001-36404 3.2 March 15, 2024
3.23 Certificate of Amendment (Name Change).
8-K 001-36404 3.3 March 15, 2024
3.24 Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock
8-K 001-36404 3.1 May 1, 2024
4.1 Promissory Note, dated as of May 1, 2024.
8-K 001-36404 4.1 May 1, 2024
4.2 Promissory Note, dated as of May 24, 2024.
8-K 001-36404 4.1 May 29, 2024
10.1† Note Purchase Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc. and Streeterville Capital, LLC.
8-K 001-36404 10.1 May 1, 2024
10.2 Guaranty, dated as of May 1, 2024, of XTI Aircraft Company.
8-K 001-36404 10.2 May 1, 2024
10.3 Pledge Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc. and Streeterville Capital, LLC.
8-K 001-36404 10.3 May 1, 2024
10.4† Security Agreement, dated as of May 1, 2024, by and between XTI Aircraft Company and Streeterville Capital, LLC.
8-K 001-36404 10.4 May 1, 2024
10.5 Form of Exchange Agreement.
8-K 001-36404 10.5 May 1, 2024
10.6* Employment Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc. and Scott Pomeroy
8-K 001-36404 10.1 May 10, 2024
10.7* Employment Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc. and Brooke Turk
8-K 001-36404 10.2 May 10, 2024
10.8* Tensie Axton Offer Letter
8-K 001-36404 10.1 May 15, 2024
10.9 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024)
8-K 001-36404 10.2 May 15, 2024
10.10* Non-Employee Director Compensation Policy
8-K 001-36404 10.3 May 15, 2024
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.11 Amendment No. 3 to Equity Distribution Agreement, dated as of May 28, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC
8-K 001-36404 10.1 May 29, 2024
10.12 Amendment No. 4 to Equity Distribution Agreement, dated as of May 31, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC
8-K 001-36404 10.1 May 31, 2024
10.13 Exchange Agreement, dated May 30, 2024, by and between XTI Aerospace, Inc. and the Warrant Holder
8-K 001-36404 10.2 May 31, 2024
10.14 Amendment No. 5 to Equity Distribution Agreement, dated as of June 10, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC
8-K 001-36404 10.1 June 10, 2024
10.15 Amendment No. 6 to Equity Distribution Agreement, dated as of June 14, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC
8-K 001-36404 10.1 June 14, 2024
10.16 Form of Exchange Agreement
8-K 001-36404 10.2 June 14, 2024
10.17 Form of Restricted Stock Award Agreement (incorporated by reference to Schedule 1 to Exhibit A to the Consulting Agreement, dated March 12, 2024, by and between the Company and Nadir Ali, which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on March 15, 2024)
8-K 001-36404 10.3 June 14, 2024
10.18 2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021)
8-K 001-36404 10.4 June 14, 2024
10.19 Letter Agreement, signed June 18, 2024, by and between Damon Motors Inc. and XTI Aerospace, Inc.
8-K 001-36404 10.1 June 24, 2024
10.20† Capital Collation and Distribution Agreement, dated as of dated June 28, 2024, by and among XTI Aerospace, Inc., FC Imperial Limited, PIC IHC LLP and a Global Administrative Service Provider.
8-K 001-36404 10.1 July 1, 2024
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 , 2024.
X
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Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
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 , 2024.
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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