Current Report Filing (8-k)
January 07 2020 - 5:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 31, 2019
INPIXON
(Exact
name of registrant as specified in its charter)
Nevada
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001-36404
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88-0434915
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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2479
E. Bayshore Road, Suite 195
Palo
Alto, CA
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94303
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408) 702-2167
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock
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INPX
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The
Nasdaq Capital Market
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Item
1.01 Entry into a Material Definitive Agreement.
Iliad
Promissory Note Standstill and Maturity Date Extension
Inpixon (the “Company”)
and Iliad Research and Trading, L.P. (“Iliad”) entered into an amendment to convertible promissory note as of December
31, 2019 (the “Amendment”), pursuant to which the maturity date of that certain Promissory Note, issued on December
21, 2018 (the “Note”), was further extended from December 31, 2019 to March 31, 2020. In addition, Iliad agreed to
further extend the standstill previously agreed to pursuant to the terms of that certain Standstill Agreement, dated as of August
8, 2019, whereby Iliad will not be entitled to redeem all or any portion of the principal amount of the Note until March 31, 2020.
The outstanding balance of the Note was approximately $217,516 as of December 31, 2019.
Iliad is also the holder
of that certain Promissory Note, issued on September 17, 2019, with an outstanding balance of approximately $980,686 as of December
31, 2019. Chicago Venture Partners, L.P., an affiliate of Iliad (“CVP”), is the holder of other promissory notes of
the Company, with an aggregate outstanding balance of approximately $6,118,977 as of December 31, 2019. St. George Investments
LLC, an affiliate of Iliad and CVP, is also the holder of a promissory note of the Company with an outstanding balance of approximately
$962,873 as of December 31, 2019.
The description of the
Amendment is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the full text of
the Amendment, a copy of which is filed herewith as Exhibit 10.1 and which is incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current
Report on Form 8-K (this “Current Report”) is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 3, 2020, the
Company filed a Certificate of Amendment (the “Reverse Stock Split Amendment”) to its Restated Articles of Incorporation,
as amended (the “Articles of Incorporation”), with the Secretary of State of the State of Nevada to effect a 1-for-45
reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value
$0.001 per share. Pursuant to the Reverse Stock Split Amendment, effective as of January 7, 2020, every forty-five shares of the
issued and outstanding common stock were converted into one share of common stock, without any change in the par value per share.
The Reverse Stock Split was approved by the Company’s stockholders at the 2019 annual meeting of stockholders. The
Reverse Stock Split was implemented for the purpose of complying with the closing bid price requirement in Nasdaq Listing Rule
5550(a)(2).
The common stock began
trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of trading on January 7, 2020. In connection
with the Reverse Stock Split, the common stock also commenced trading with a new CUSIP number, 45790J800, at such time.
No fractional shares of
common stock were issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder
would otherwise have held a fractional share, the stockholder received, in lieu of the issuance of such fractional share, one
whole share of common stock.
Computershare
Trust Company, N.A., the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will
provide instructions to stockholders of record regarding the process for exchanging shares. Those stockholders holding common
stock in “street name” will receive instructions from their brokers.
The
description of the Reverse Stock Split Amendment is a summary only, is not intended to be complete, and is qualified in
its entirety by reference to the full text of the Reverse Stock Split Amendment, a copy of which is filed herewith as
Exhibit 3.1 and which is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
January 6, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT
INDEX
SIGNATURE
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 hereunto duly authorized.
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INPIXON
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Date:
January 7, 2020
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By:
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/s/
Nadir Ali
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Name:
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Nadir
Ali
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Title:
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Chief
Executive Officer
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