Current Report Filing (8-k)
September 10 2021 - 4:41PM
Edgar (US Regulatory)
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2021-09-03
2021-09-03
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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): September 3, 2021
SYSOREX,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-55924
|
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68-0319458
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(State
or other jurisdiction
of incorporation)
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|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
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13880
Dulles Corner Lane
Suite 175
Herndon, Virginia
|
|
20171
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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: 800-929-3871
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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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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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.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
September 3, 2021, the board of directors (the “Board”) of Sysorex, Inc. (the “Company”) increased the size of
the Board from two (2) to five (5) members and elected William B. Stilley, III to fill one of the resulting vacancies, effective immediately.
In addition, Mr. Stilley was appointed to the Audit Committee of the Board. The Board has determined that Mr. Stilley is an independent
director and eligible to serve on the Audit Committee in accordance with applicable rules of the U.S. Securities and Exchange Commission
and the Nasdaq Stock Market.
In connection with his election
to the Board, Mr. Stilley entered into a certain Board of Directors Agreement (the “BOD Agreement”) with the Company on September
3, 2021 (the “Effective Date”), whereby Mr. Stilley shall be awarded 50,000 shares of restricted common stock of the Company
within five (5) business days of the Effective Date for the his first, one (1) year of services as a director. Mr. Stilley shall further
be entitled to a quarterly cash payment of $20,000, which shall accrue at the end of each calendar quarter beginning in the third (3rd)
quarter of 2021, and each subsequent quarter during the term of the BOD Agreement, contingent on continuing to provide the services as
of each date, and shall be prorated based on the Effective Date.
The
BOD Agreement contains customary provisions addressing obligations for agreements of this type such as confidentiality, cooperation,
dispute resolution, termination, insurance, future lock-up agreements, the Company’s duty to reimburse reasonable expenses, etc.
In addition, Mr. Stilley became a party to the Company’s standard form of indemnification agreement (the “Indemnification
Agreement”) contemporaneously with his election as a member of the Board, pursuant to which the Company agreed to indemnify him
to the fullest extent permitted by applicable law, from and against any and all losses, liabilities, claims, damages, and certain expenses
arising out of any event or occurrence related to the fact that he is or was a director of the Company.
There
is no understanding or arrangement between Mr. Stilley and any other person or persons with respect to his election as a director. Additionally,
there are no transactions involving the Company and Mr. Stilley that the Company would be required to report pursuant to Item 404(a)
of Regulation S-K.
The
foregoing summary of the BOD Agreement and the Indemnification Agreement does not purport to be complete and is subject to, and qualified
in its entirety reference to the BOD Agreement and the form of Indemnification Agreement which are included as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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*
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Schedules,
exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to
furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission.
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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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Date:
September 10, 2021
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SYSOREX,
INC.
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By:
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/s/
Wayne Wasserberg
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Name:
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Wayne
Wasserberg
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Title:
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Chief
Executive Officer
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2
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