Exhibit 99.1

News Release

Inpixon Reports Third Quarter 2023 Financial Results
and Provides Business Update

Entered into a Definitive Merger Agreement with XTI Aircraft;
Transaction Expected to be Completed during the Fourth Quarter of 2023

Entered into a Definitive Agreement to Spin-off and Merge
Inpixon’s SAVES UK Business with Damon Motors Inc.

Inpixon to Host a Conference Call at 4:30 p.m. Eastern Time Today to Provide a
Business Update and Presentation by Damon Motors Management

PALO ALTO, Calif., November 14, 2023/PRNewswire/ -- Inpixon® (Nasdaq: INPX) today provided a business update and reported financial results for the third quarter ended September 30, 2023.

“Over the last year we have been focused on identifying and executing on strategic opportunities that we believe will drive value for our shareholders,” commented Nadir Ali, CEO of Inpixon. “In this regard, we made significant progress during the third quarter and over recent weeks. Specifically, we have entered into two definitive agreements with innovative transportation companies, both of which we believe are disruptors within their respective industries. We believe these transactions will be transformational for Inpixon and our shareholders, providing the opportunity to be stockholders in two separate, publicly traded companies, each of which we believe can provide a meaningful opportunity to maximize shareholder value over time.

“Our proposed merger with XTI Aircraft Company (“XTI Aircraft”), an innovative aviation company, is progressing as anticipated. XTI Aircraft is developing the TriFan 600, a fixed-wing, vertical lift crossover airplane (VLCA), which has the potential to revolutionize point-to-point air travel by combining the comfort, speed, and range of a conventional business aircraft with the flexibility, convenience, and pinpoint landing ability of a helicopter. XTI Aircraft currently has over 700 conditional pre-orders¹, representing the potential for gross revenues of more than $7.0 billion². Upon completion of the merger, Inpixon is anticipated to be renamed XTI Aerospace, will trade under the new ticker symbol XTIA, and will be led by a new senior management team and board of directors. The S-4 registration statement filed in connection with the XTI transaction was declared effective by the SEC yesterday, and the related shareholder meeting has been scheduled for December 8th, 2023. We anticipate closing this transaction during the fourth quarter of 2023 and will continue to provide updates as material developments unfold.

“In addition, we recently announced the planned spin-off of our newly formed subsidiary Grafiti Holding, which will hold our UK SAVES business, and the proposed subsequent business combination of Grafiti and Damon Motors Inc. (“Damon”), a British Columbia company, and the maker of the acclaimed HyperSport electric motorcycle. The Damon HyperSport is expected to be one of the safest, smartest, and most powerful motorcycles available in the market, and Damon has already obtained approximately $85 million in pre-production consumer reservations for its motorcycles. These advanced reservation orders demonstrate the high demand for an innovative motorcycle that combines performance, safety and sustainability. Upon completion of the merger, Grafiti will be renamed to a name selected by Damon and Damon’s management team and board of director designees will continue to serve as the management and board of directors of the combined company, with one board designee appointed by Grafiti. The registration statement in connection with the spinoff was confidentially filed with the SEC yesterday. We expect this transaction to close during the first quarter of 2024.

“During the third quarter, we also continued transforming our real-time location system (RTLS) business from one-time sales to recurring, higher-margin subscription sales, which resulted in improved gross margin for the quarter. In turn, this should help drive improved operating results going forward. We incurred meaningful transaction-related costs associated with the two transactions, however, we remain focused on carefully managing expenses. We ended the quarter with over $13.5 million in cash and cash equivalents as of September 30, 2023. Overall, we are proud of the progress made to date and encourage all investors and interested parties to participate in the business update presentation this afternoon, which will include a recap of Inpixon’s developments as well as an overview of Damon, provided by its management team,” concluded Mr. Ali.

Footnotes:

Financial Results

Revenues for the three and nine months ended September 30, 2023, were $2.0 million and $7.2 million, respectively, compared to $2.4 million and $7.7 million, respectively, for the comparable periods in the prior year. This decrease is primarily attributable to the decrease in Indoor Intelligence sales due to longer sales cycles. Gross profit for the three and nine months ended September 30, 2023, was $1.6 million and $5.5 million, respectively, compared to $1.7 million and $5.3 million for the 2022 respective periods. The gross profit margin for the three and nine months ended September 30, 2023, was 78% and 77%, compared to 69% and 69% for the three and nine months ended September 30, 2022, respectively. This increase in gross profit margin was primarily due to the lower cost of revenues on the SAVES and indoor intelligence product lines.

Operating expenses for the three months ended September 30, 2023 were $10.6 million and $7.1 million for the comparable period ended September 30, 2022. This increase of approximately $3.5 million is primarily attributable to the acquisition and transaction costs incurred in the three months ended September 30, 2023. Operating expenses for the nine months ended September 30, 2023 were $29.5 million and $25.8 million for the comparable period ended September 30, 2022. This increase of $3.7 million is primarily attributable to the acquisition costs and transaction costs in the nine months ended September 30, 2023 offset by the $2.0 million of goodwill impairment in the nine months ended September 30, 2022.

Net loss from continuing operations for the three months ended September 30, 2023 was $10.8 million compared to $10.9 million for the comparable period in the prior year. Net loss from continuing operations for the nine months ended September 30, 2023, was $30.5 million compared to $27.1 million for the comparable period in the prior year. Non-GAAP Adjusted EBITDA for the three and nine months ended September 30, 2023 was a loss of $4.1 million and $14.0 million, respectively, compared to a loss of $1.4 million and $9.4 million for the prior year periods, respectively. Non-GAAP Adjusted EBITDA is defined as net income or loss before interest, provision for income taxes, depreciation and amortization plus adjustments for other income or expense items, non-recurring items and non-cash items including stock-based compensation.

Proforma non-GAAP net loss per basic and diluted common share for the three and nine months ended September 30, 2023 was a loss of $0.08 and $0.60, respectively, compared to a loss of $0.84 and $4.78 for the prior year periods. Non-GAAP net loss per share is defined as net loss per basic and diluted share adjusted for non-cash items including stock-based compensation, amortization of intangibles and one-time charges and other adjustments including impairment of goodwill, unrealized and realized gains and losses on equity securities, and acquisition costs. 

Conference Call and Presentation Information

Inpixon will host a conference call presentation today at 4:30 p.m. Eastern Time to provide a business update as well as a presentation by the management of Damon Motors following the recently announced spin-off and merger agreement between Inpixon’s wholly owned subsidiary, Grafiti Holding, Inc. and Damon.

Interested parties may access the conference call presentation at https://www.webcaster4.com/Webcast/Page/2235/49432 or at the link on Inpixon’s Investor Relations section of the website, ir.inpixon.com/ir-news-events/ir-calendar. A webcast replay will be available on Inpixon’s Investor Relations section of the website (ir.inpixon.com/ir-news-events/ir-calendar).

Shareholders and other interested parties are invited to submit questions to Inpixon management via email to inpx@crescendo-ir.com.

About Inpixon

Inpixon^® (Nasdaq: INPX) is the innovator of Indoor Intelligence^®, delivering actionable insights for people, places and things. Combining the power of mapping, positioning and analytics, Inpixon helps to create smarter, safer, and more secure environments. The company’s Indoor Intelligence and industrial real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. For the latest insights, follow Inpixon on LinkedIn, and X, and visit inpixon.com.

About XTI

XTI Aircraft Company is an aviation business based near Denver, Colorado. XTI is guided by a leadership team with decades of experience, deep expertise, and success bringing new aircraft to market, including more than 40 FAA-certified new aircraft configurations. XTI is founded on a culture of customer-focused problem solving to meet the evolving needs of modern travelers. For information and updates about XTI Aircraft Company and the TriFan 600, visit xtiaircraft.com. For information on reserving a priority position for the TriFan under the company’s pre-sales program, contact Mr. Saleem Zaheer at +1-720-900-6928 or szaheer@xtiaircraft.com.

About Damon Motors

Damon Motors is a global technology leader disrupting urban mobility, led by entrepreneurs and executives from world-class EV and technology companies. With its offices in San Rafael, California and headquartered in Vancouver, Canada, Damon is on a mission to cause a paradigm shift for safer, smarter motorcycling. Anchored by its proprietary electric powertrain, HyperDrive™, Damon has captured the attention of the motorcycling world by delivering 200 hp, a top speed of 200 mph, 200 miles of range, innovative design, and new safety features, including CoPilot™ and Shift™, which are attracting an entirely new generation of motorcycle riders. With strong consumer interest in the US and abroad, Damon aims to set a new standard for motorcycle safety and sustainability worldwide. For more information on how Damon technology is defining the new industry standard, please visit damon.com.

Non-GAAP Financial Measures

Management believes that certain financial measures not in accordance with generally accepted accounting principles in the United States (“GAAP”) are useful measures of operations. EBIDTA, Adjusted EBITDA and pro forma net loss per share are non-GAAP measures. Inpixon defines “EBITDA” as net income (loss) before interest, provision for (benefit from) income taxes, and depreciation and amortization. Management uses Adjusted EBITDA as a metric for which it manages the business, and Inpixon defines “Adjusted EBITDA” as EBITDA plus adjustments for other income or expense items, non-recurring items and non-cash items. Inpixon defines “pro forma net loss per share” as GAAP net loss per share adjusted for stock-based compensation, amortization of intangibles and one-time charges including impairment of goodwill and gain or loss on equity securities.

Management provides Adjusted EBITDA and pro forma net loss per share measures so that investors will have the same financial information that management uses, which may assist investors in assessing Inpixon’s performance on a period-over-period basis. Adjusted EBITDA or pro forma net loss per share is not a measure of financial performance under GAAP and should not be considered an alternative to net income (loss) or any other measure of performance under GAAP, or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA and pro forma net loss per share have limitations as analytical tools and should not be considered either in isolation or as a substitute for analysis of Inpixon’s results as reported under GAAP.

For more information on our non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, please see the “Reconciliation of Non-GAAP Financial Measures” table accompanying this press release.

Important Information About the Proposed Damon Transaction and Where to Find It

In connection with the spin-off, Grafiti will file with the SEC a registration statement, registering Grafiti common shares. Grafiti will also file a preliminary and final non-offering prospectus with the British Columbia Securities Commission relating to the business combination with Damon. This press release does not contain all the information that should be considered concerning the spin-off and the business combination with Damon (the “Proposed Damon Transaction”) and is not a substitute for any other documents that Inpixon or Grafiti may file with the SEC, or that Damon may send to stockholders in connection with the business combination. It is not intended to form the basis of any investment decision or any other decision in respect to the Proposed Damon Transaction. Damon’s stockholders and Inpixon’s stockholders and other interested persons are advised to read, when available, the registration statement of Grafiti together with its exhibits, as these materials will contain important information about Inpixon, Grafiti, Damon, the Proposed Damon Transaction.

The registration statement and other documents to be filed by Grafiti with the SEC will also be available free of charge, at the SEC’s website at www.sec.gov, or by directing a request to: Grafiti Holding Inc., 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303.

Forward-Looking Statements Regarding the Proposed Damon Transaction

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the Proposed Damon Transaction, the anticipated timing of the completion of the Proposed Damon Transaction, the products under development by Damon and the markets in which it plans to operate, the advantages of Damon’s technology, Damon’s competitive landscape and positioning, and Damon’s growth plans and strategies, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by Inpixon and its management, and Damon and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Inpixon nor Damon gives any assurance that either Inpixon or Damon or the combined company will achieve its expected results. Neither Inpixon nor Damon undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Important Information About the Proposed XTI Transaction and Where to Find It

This press release, in part, relates to the previously announced proposed transaction between XTI Aircraft, Inc. (“XTI”) and Inpixon pursuant to the agreement and plan of merger, dated as of July 24, 2023, by and among Inpixon, Superfly Merger Sub Inc. and XTI (the “Proposed XTI Transaction”). Inpixon filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission on August 14, 2023, as amended by Amendment No. 1 on October 6, 2023 and Amendment No. 2 on November 7, 2023, which included a preliminary prospectus and proxy statement of Inpixon in connection with the Proposed XTI Transaction, referred to as a proxy statement/prospectus. The registration statement on Form S-4 became effective as of November 13, 2023. A proxy statement/prospectus will be delivered to all Inpixon stockholders as of the applicable record date established for voting on the transaction and to the stockholders of XTI. Inpixon also will file other documents regarding the Proposed XTI Transaction with the SEC.

Before making any voting decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus, any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed XTI Transaction as they become available because they will contain important information about Inpixon, XTI and the Proposed XTI Transaction.

Investors and securityholders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Inpixon through the website maintained by the SEC at www.sec.gov.

The documents filed by Inpixon with the SEC also may be obtained free of charge at Inpixon’s website at www.inpixon.com or upon written request to: Inpixon, 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements about the Proposed XTI Transaction

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this press release, including statements regarding the benefits of the Proposed XTI Transaction and the anticipated timing of the completion of the Proposed XTI Transaction, are forward-looking statements.

Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts, and assumptions that, while considered reasonable by Inpixon and its management, and XTI and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Inpixon nor XTI gives any assurance that either Inpixon or XTI or the post-combination company will achieve its expected results. Neither Inpixon nor XTI undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Participants in the Solicitation

XTI and Inpixon and their respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Inpixon’s stockholders with the Proposed XTI Transaction and the other matters set forth in the registration statement. Information about Inpixon’s and XTI’s directors and executive officers is set forth in Inpixon’s filings and XTI’s filings with the SEC, including Inpixon’s 2022 Form 10-K and XTI’s 2022 Form 1-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants in the Proposed XTI Transaction may be obtained by reading the proxy statement/prospectus regarding the Proposed XTI Transaction when it becomes available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction and Where to Find It.”

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Contacts

Inpixon Contacts

General inquiries:

Email: marketing@inpixon.com
Web: inpixon.com/contact-us

Investor relations:

Crescendo Communications for Inpixon
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com

XTI Aircraft Contacts

General inquiries:

Email: liftup@xtiaircraft.com
Web: xtiaircraft.com/cm/get-involved

Investor relations:

Crescendo Communications for XTI
Tel: +1 212-671-1020
Email: XTI@crescendo-ir.com

INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except number of shares and par value data)

INPIXON AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

INPIXON AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Reconciliation of Non-GAAP Financial Measures:

###