INPIXON (NASDAQ: INPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

to the Agreement, the Company engaged Maxim as the exclusive dealer-manager in connection with the Rights Offering. Under the terms and subject to the conditions contained in the Agreement, Maxim will provide marketing assistance and advice in connection with Rights Offering, respond to requests for information and materials relating to the Rights Offering in coordination with the information agent and, in accordance with customary practice, solicit the exercise of the subscription rights and subscriptions for the Rights Offering and enter into selected dealer agreements with other registered broker-dealers in connection with the Rights Offering. As compensation for its dealer manager services, the Company will pay to Maxim a cash fee of 6.5% of the proceeds of the Rights Offering, plus $75,000 for expenses.

The sale by the Company of the Series 5 Preferred and Warrants in the Rights Offering and the Agreement in general is subject to customary closing conditions, including the filing of the Certificate of Designation with the Secretary of State of the State of Nevada and the absence of any material adverse effect on the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company.

to the Agreement, the Company has also agreed to indemnify Maxim and its affiliates against certain liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”). Maxim will not underwrite and is not otherwise obligated to purchase any of the securities to be issued in the Rights Offering and does not make any recommendation with respect to such securities.

If all of the units are sold, the Company expects the net proceeds from the offering to be approximately $8.9 million, after deducting dealer-manager commissions, fees and estimated offering expenses.

A copy of the Agreement, and the forms of Certificate of Designation, Warrant Agency Agreement, Warrant, Subscription Rights Certificate, Instructions, Stockholder Letter, Broker Letter, Client Letter, Election Form, Holder Certification, and Tax Information are attached hereto as Exhibits 1.1, 3.1, 4.1, 4.2. 4.3, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7, respectively, and are incorporated herein by reference. The foregoing descriptions of such documents are not complete and are qualified in their entirety by reference to such exhibits.

On December 7, 2018, the Company issued a press release (the “Press Release”) announcing the commencement of the Company’s rights offering to existing holders of the Company’s Common Stock, Series 4 Convertible Preferred Stock and certain participating warrants as of December 6, 2018. A copy of the Press Release is attached hereto as Exhibit 99.8 and is incorporated herein by reference.

The information presented in Item 1.01 of this Current Report on Form 8-K and the Press Release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

(d) Exhibits

* Furnished herewith.

INPIXON Exhibit
EX-1.1 2 f8k120718ex1-1_inpixon.htm DEALER-MANAGER AGREEMENT,…
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