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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 25,
2020, Inpixon (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an institutional investor named therein (the “Purchaser”), pursuant to which the Company agreed to issue and sell,
in a registered direct offering (the “Offering”), 5,000,000 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase up to 8,000,000 shares of Common
Stock (the “Purchase Warrants”) at a combined offering price of $1.25 per share. The Purchase Warrants have an exercise
price of $1.25 per share. Each Purchase Warrant is exercisable for one share of Common Stock and will be immediately exercisable
and will expire five years from the issuance date.
The Company also offered
and sold to the Purchaser pre-funded warrants to purchase up to 3,000,000 shares of Common Stock (the “Pre-Funded Warrants”
and, together with the Shares and the Purchase Warrants, the “Securities”), in lieu of shares of Common Stock at the
Purchaser’s election. Each Pre-Funded Warrant is exercisable for one share of Common Stock. The purchase price of each Pre-Funded
Warrant is $1.249, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants are immediately
exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
A holder (together
with its affiliates) may not exercise any portion of such holder’s Purchase Warrants or Pre-Funded Warrants to the extent
that the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, except that
upon notice from the holder to the Company, the holder may decrease or increase the limitation of ownership of outstanding stock
after exercising the holder’s Purchase Warrants or Pre-Funded Warrants up to 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the
terms of the Purchase Warrants and Pre-Funded Warrants, provided that any increase in such limitation shall not be effective until
61 days following notice to the Company.
Pursuant to the
Purchase Agreement, subject to certain exceptions, the Company agreed not to (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into Common Stock or (ii)
file any registration statement or any amendment or supplement thereto, other than the prospectus supplement for the Offering
or a registration statement on Form S-8, for a period of 60 days following the closing of the Offering. Pursuant to the
Purchase Agreement, the Company also agreed not to enter into any “variable rate transactions” so long as any
purchaser holds any Purchase Warrants or Pre-Funded Warrants other than the issuance of shares of Common Stock in the
Company’s at-the-market offering; provided, that any such issuance will not occur until sixty (60) days after the
closing of the Offering. The variable rate transaction prohibition does not apply to exchanges or conversions of up to
$7,000,000 of that certain unsecured promissory note issued by us on March 18, 2020 in an aggregate initial principal amount
of $6,465,000, so long as (y) on the date of such exchange or conversion, the lower of (I) the prior five (5) day average
closing price of Common Stock, and (II) the closing price of Common Stock, is equal to or greater than $1.35 per share, and
(z) the quotient of (I) the amount of such promissory note being exchanged or converted divided by (II) the number of shares
of Common Stock issued in such exchange or conversion is equal to or greater than $1.35.
The Purchase Agreement
contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification
rights and obligations of the parties. The closing of the Offering is expected to occur on or about November 30, 2020. The Company
is expected to receive gross proceeds of approximately $10 million in connection with the Offering, before deducting placement
agent fees and related offering expenses.
On November 25, 2020, in connection with the
Offering, the Company and Maxim Group LLC (the “Placement Agent”) entered into a Placement Agency Agreement (the “Placement
Agency Agreement”) wherein the Placement Agent acted as the exclusive placement agent on a reasonable best efforts basis
in connection with the Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay to the Placement Agent a
cash fee of 6.5% of the aggregate gross proceeds raised in the Offering, plus the reimbursement of certain expenses and legal fees.
The Placement Agency Agreement contains customary representations and warranties and agreements of the Company and the Placement
Agent and customary indemnification rights and obligations of the parties.
The foregoing summaries
of the form of Purchase Agreement, the Placement Agency Agreement, the form of Purchase Warrants, and the form of Pre-Funded Warrants
do not purport to be complete and are subject to, and qualified in their entirety by, the documents attached as Exhibits 10.1,
10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
The Securities
in the Offering were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-223960), which
was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2018, as amended on May 15, 2018, and
declared effective on June 5, 2018 (the “Registration Statement”), and a base prospectus dated as of June 5, 2018 included
in the Registration Statement and the related prospectus supplement for the Offering to be filed with the SEC. A copy of the opinion
of Mitchell Silberberg & Knupp LLP relating to the legality of the issuance and sale of the Securities in the Offering is attached
as Exhibit 5.1 hereto. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.