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Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 23, 2023



(Exact name of registrant as specified in its charter)


Nevada   001-36404   88-0434915
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)


2479 E. Bayshore Road, Suite 195
Palo Alto, CA
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (408) 702-2167



(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   INPX   The Nasdaq Capital Market


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. ☐







Item 3.02 Unregistered Sales of Equity Securities.


Inpixon (the “Company”) issued an aggregate of 14,014,213 shares of common stock (the “Exchange Common Shares”) to the holder of that certain outstanding promissory note of the Company issued on July 22, 2022 (the “July 2022 Note”), at a price between $0.0984 and $0.1044 per share, in each case equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) in connection with the terms and conditions of Exchange Agreements, dated October 18, 2023 and October 23, 2023, pursuant to which the Company 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 $1,396,240 and then cause the outstanding balance of the July 2022 Note to be reduced by an aggregate of approximately $1,396,240; 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 of 1933, as amended (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 the Company; (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 the Company in connection with the exchanges.


As of October 27, 2023, the Company has 127,688,550 shares of common stock outstanding.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.


Date: October 27, 2023 By: /s/ Nadir Ali
  Name:  Nadir Ali
  Title: Chief Executive Officer