Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheets and statement of operations based upon the combined historical financial statements of Inpixon (the “Company”), and Nanotron Technologies GmbH (“Nanotron”) after giving effect to the business combination (the “Transaction”) between Inpixon and Nanotron and adjustments described in the accompanying notes.

The following unaudited pro forma condensed combined balance sheets of Nanotron and the Company, as of September 30, 2020, has been prepared to reflect the effects of the Nanotron acquisition as if it occurred on January 1, 2019. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020 combine the historical results and operations of Nanotron and the Company giving effect to the Transaction as if it occurred on January 1, 2019.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

Additional information about the basis of presentation of this information is provided in Note 1 hereto.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X.  The unaudited pro forma adjustments reflecting the Transaction have been prepared in accordance with business combination accounting guidance as provided in Accounting Standards Codification 805 and reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon the preliminary estimate of fair values, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined company.  In connection with the pro forma financial information, the Company allocated the purchase price using its best estimates of fair value.  Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed.  The unaudited pro forma condensed combined financial information also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the Transaction or any integration costs.  Furthermore, the unaudited pro forma condensed combined statements of operations do not include certain nonrecurring charges and the related tax effects which result directly from the Transaction as described in the notes to the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Description of Transaction

On October 6, 2020, Inpixon, through its wholly-owned subsidiary Inpixon GmbH, a limited liability company incorporated under the laws of Germany (the “Purchaser”), purchased all of the outstanding capital stock (the “Nanotron Shares”) of Nanotron Technologies GmbH, a limited liability company incorporated under the laws of Germany (“Nanotron”), pursuant to the terms and conditions of that certain Share Sale and Purchase Agreement, dated as of October 5, 2020 (the “Purchase Agreement”), among the Purchaser, Nanotron and Sensera Limited, a stock corporation incorporated under the laws of Australia and the sole shareholder of Nanotron (the “Seller”).

On October 6, 2020 (the “Closing Date”), the Purchaser paid to the Seller an aggregate purchase price of $8,700 thousand in cash (less the Holdback Funds (as defined below) and certain other closing adjustments) for the Nanotron Shares (“Purchase Price”). The Purchase Price may be subject to certain post-Closing adjustments based on actual working capital as of the closing as described in the Purchase Agreement. The Purchaser retained $750 thousand (the “Holdback Funds”) from the Purchase Price to secure the Seller’s obligations under the Purchase Agreement, with any unused portion of the Holdback Funds to be released to the Seller on the date that is 18 months after the Closing Date. As discussed above, the two adjustments to the Purchase Price are adjustments for severance payments and calculations of Net Working Capital versus the Working Capital Target (calculation defined as “Net Working Capital Adjustment”). The adjustment for severance payments includes a $214 thousand reduction in purchase price for severance payments due after the Closing Date offset by a return credit of $50 thousand for severance payments owed by the Seller. As for Net Working Capital Adjustment, Net Working Capital was determined to be less than the Working Capital Target by an amount of $30 thousand, resulting in a reduction in the Purchase Price of $30 thousand. The Purchaser paid the Purchase Price from funds received in connection with a capital contribution from Inpixon, and a portion of the Purchase Price was used by the Seller to satisfy outstanding loans payable by the Seller to obtain the release of certain existing security interests on Nanotron’s assets.

INPIXON AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2020

(UNAUDITED)

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE DATA)

See accompanying notes to the unaudited pro forma condensed combined financial statements

INPIXON AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(UNAUDITED)

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE DATA)

See accompanying notes to the unaudited pro forma condensed combined financial statements

INPIXON AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(UNAUDITED)

(IN THOUSANDS)

INPIXON AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PAR VALUE DATA)

See accompanying notes to the unaudited pro forma condensed combined financial statements

INPIXON AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2019

(IN THOUSANDS)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Please Note That All Monetary Amounts Other Than Per Share Information Are Presented in Thousands Unless Otherwise Indicated.

1. Basis of Presentation

The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of Inpixon and Nanotron. The unaudited pro forma condensed combined financial information is presented as if the Transaction had been completed on January 1, 2019 with respect to the unaudited pro forma condensed combined balance sheet as of September 30, 2020, as well as in respect to the unaudited pro forma condensed combined statements of operations for each of the nine months ended September 30, 2020 and for the year ended December 31, 2019.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the Transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the Transaction.

We have accounted for the Transaction in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations” (“ASC 805”). In accordance with ASC 805, we used our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired.

Inpixon’s consolidated financial information is prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as issued by the FASB and is presented in US Dollars (“USD”). Nanotron’s financial information has been historically prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and was presented in Euros (“EUR”) and has been converted for the purpose of this unaudited pro forma condensed consolidated financial information to be consistent with the Inpixon presentation.

Pro forma adjustments reflected in the pro forma condensed combined statements of operations are based on items that are factually supportable, directly attributable to the Transaction and expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the Transaction, including potential synergies that may be generated in future periods.

On January 7, 2020, the Company effected a 1-for-45 reverse stock split of its outstanding common stock. Management has reflected the reverse split herein, unless otherwise indicated.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Combined Balance Sheet – As of September 30, 2020

Note A: Derived from the unaudited condensed consolidated balance sheet of Inpixon and its subsidiaries as of September 30, 2020, as presented in the Company’s quarterly 10-Q filing.

Note B: Derived from the unaudited condensed IFRS balance sheet of Nanotron as of September 30, 2020 included below and translated from Euro to USD. The indicated exchange rate used to translate Euro to USD at September 30, 2020 was the rate of 1.171516 as set out in the table below: 

Euro to USD Translation:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2020

Note A: Derived from the unaudited condensed consolidated statement of operations of Inpixon and its subsidiaries for the nine months ended September 30, 2020, as presented in the Company’s quarterly 10-Q filing.

Note B: Derived from the unaudited condensed IFRS statement of operations of Nanotron for the nine months ended September 30, 2020 included below and translated from Euro to USD. The average exchange rate used to translate Euro to USD for the nine months ended September 30, 2020 was the rate of 1.1246954 as set out in the table below. 

Euro to USD Translation:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2019 

Note A: Derived from the audited condensed consolidated statement of operations of Inpixon and its subsidiaries for the year ended December 31, 2019 as presented on the Company’s annual 10-K filing.

Note B: Derived from the audited condensed IFRS statement of operations of Nanotron for the year ended December 31, 2019 included below and translated from Euro to USD. The average exchange rate used to translate Euro to USD for the year ended December 31, 2019 was the rate of 1.1201288 as set out in the table below. 

Euro to USD Translation:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

2. Consideration Transferred

In consideration of the interests, the Purchaser delivered to the Seller $8,700 in cash less an adjustment for severance payments payable of $214, plus the severance credit to the Seller of $50, which will be further adjusted by the Net Working Capital Adjustment of $30 for total consideration of $8,506 for all of the outstanding Nanotron Shares.

The purchase price is calculated as follows:

3. Preliminary Purchase Price Allocation

A summary of the preliminary purchase price allocation is as follows:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

4. Intangible Assets Acquired

The Purchaser acquired intangible assets from Nanotron as a result of the Transaction. The Tradename, Proprietary Technology, Customer Relationships, Non-compete Agreements, In-Process Research and Development, and IP Agreement intangible assets are noted to have a finite life while Goodwill has an indefinite life span. The finite life intangible assets will be amortized using the straight-lined method of the respective lives of each asset, while the indefinite life intangible assets will not be amortized.

Based thereon, below are the acquired intangibles with their relative useful lives and method of amortization

The pro forma condensed combined statements of operations above for the periods ending September 30, 2020 and December 31, 2019 both include pro forma adjustments related to the amortization of the intangible assets acquired. For pro forma purposes, the finite life intangible assets are amortized on a straight-line basis beginning on January 1, 2019, as if the Transaction occurred on that date.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

5. Income Tax Adjustments

The effective tax rate used by Nanotron for the periods ending December 31, 2019 and September 30, 2020 was 30%. Based on the Company’s intent to avail itself of the business continuation requirements, the Company expects to be able to utilize the net operating loss carryovers. As a result, the Company would record a deferred tax asset for the estimated net operating loss as of the opening balance sheet date. The acquired intangible assets will result in a deferred tax liability (book basis with no corresponding tax basis). The amortization of those intangible assets represents a source of future taxable income such that the net operating losses up to that amount would be realizable. The net operating losses in excess of the intangible assets would require a valuation allowance unless other sources of future taxable income could be identified. The resulting combination of the deferred tax asset, deferred tax liability, and valuation allowance results in a net impact of zero on the consolidated financial statements of Inpixon and its subsidiaries subsequent to the transaction.

Additionally, while Nanotron’s historical financial statements presented net income for the nine months ended September 30, 2020, pro forma adjustments to the income statement for the nine months ended September 30, 2020 result in Nanotron operating at a net loss. For the year ended December 31, 2019, Nanotron operated at a net loss prior to any pro forma adjustment considerations. For the periods presented, the pro forma pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets (see discussion above). In consideration of the facts previously stated, management has determined that there is no net tax impact of the Transaction on the pro forma financial statements for the periods ending September 30, 2020 or December 31, 2019.

6. Detailed Notes – IFRS to GAAP Adjustments

7. Detailed Notes – Pro Forma Adjustments

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

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