INPIXON (NASDAQ:INPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Securities Purchase Agreement and Subordinated Convertible
Notes
On May 31, 2017 (the Issuance Date), Inpixon, a Nevada
corporation (the Company), entered into a Securities Purchase
Agreement (the Purchase Agreement) with the institutional
accredited investors identified in the Schedule of Buyers
attached thereto (each, a Buyer and collectively, the Buyers), to
which the Company agreed to issue and sell to the Buyers
subordinated convertible promissory notes in an aggregate
principal amount of $2,200,000 (the Principal Amount) due on May
31, 2018 (each, a Note and collectively, the Notes) for an
aggregate purchase price of $2,000,000, representing an
approximately 9% original issue discount (the Transaction).
The net proceeds from the sale of the Notes will be used for,
among other things, (i) costs and expenses relating to the sale
of the Notes to the Buyers, (ii) outstanding amounts due and
payable to Company counsel, (iii) $200,000 payable to Hillair
Capital Investments L.P. (Hillair) in connection with that
certain 8% Original Issue Discount Senior Convertible Debenture,
dated as of August 9, 2016, held by Hillair (the Debenture), and
(iv) general working capital purposes, including the payment of
trade payables (which may be through the Companys line of credit
with GemCap Lending I, LLC (GemCap)) in the ordinary course of
the Companys business and prior practices.
Interest and Conversion. Interest on the Notes accrues
at a rate of 10.0% per annum and is payable on the maturity date
or any applicable redemption date in cash, or upon notice to the
holder and compliance with certain equity conditions as set forth
in the Notes, in shares of the Companys common stock (the
Interest Shares), provided that the maximum aggregate amount of
interest that the Company may elect to pay in Interest Shares
will not exceed an amount equal to 5% of the total interest
payable under the terms of the Notes. The number of Interest
Shares to be paid for any interest payment is equal to the
quotient of (x) the applicable dollar amount to be paid divided
by (y) the Conversion Price (as defined below). The Notes are
convertible at any time on or after the 150th day
immediately following the Issuance Date (the Initial Conversion
Date) at the option of the holder into shares of the Companys
common stock (the Conversion Shares and together with the Notes
and the Interest Shares, the Securities) at a fixed conversion
price of $1.00 per share, subject to adjustments as provided in
the Notes (the Conversion Price).
At no time will any Buyer be entitled to convert any portion of
its Note into Conversion Shares or receive any Interest Shares in
respect of its Note to the extent that it would result in such
Buyer beneficially owning more than 4.99% of the Companys common
stock (as calculated to Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations
thereunder), (the Beneficial Ownership Limitation). Furthermore,
under applicable rules of the NASDAQ Stock Market and as set
forth in the Notes, the Company is prohibited from issuing shares
of its common stock in connection with the Transaction, including
as Conversion Shares upon conversion of the Notes or as Interest
Shares or otherwise, in excess of 538,065 shares in the
aggregate, which number represents 19.99% of the total
outstanding shares of the Companys common stock as of the date of
the Purchase Agreement (the Maximum Share Limitation), unless the
Company obtains stockholder approval of such issuance of common
stock in accordance with the rules of The NASDAQ Stock Market and
the Companys articles of incorporation and bylaws. The Company
has agreed to seek such stockholder approval at the next annual
or special meeting of stockholders, which must be held no later
than December 31, 2017.
Company Optional Redemption. Subject to the satisfaction
of certain equity conditions set forth in the Notes, the Company
has the option to redeem the Notes at any time after the Issuance
Date in cash at a redemption price equal to: (i) with respect to
a redemption on or prior to the 120th day immediately
following the Issuance Date, 110% of the outstanding balance of
the Notes (including (A) outstanding principal and interest
thereunder, (B) the amount of any interest that would have
accrued thereunder for the period from the applicable redemption
date through the maturity date (the Make-Whole Amount) and (C)
any late charges thereunder (collectively, the Conversion
Amount)) being redeemed, (ii) with respect to a redemption on or
after the 121st day immediately following the Issuance
Date and on or prior to the 180th day immediately
following the Issuance Date, 115% of the Conversion Amount being
redeemed, and (iii) with respect to a redemption on or after the
181st day immediately following the Issuance Date,
130% of the Conversion Amount being redeemed; provided that at
any time following the Initial Conversion Date and prior to the
date the entire redemption price is paid in full, any holder of a
Note may elect to convert all or any portion of the Conversion
Amount of its Note being redeemed into shares of common stock at
the Conversion Price then in effect under the Notes.
Qualified Public Offering Redemption. Upon the
consummation by the Company of a Qualified Public Offering (as
defined in the Notes) of the Companys securities resulting in
aggregate gross cash proceeds to the Company of at least
$5,000,000, holders of the Notes may, in their sole discretion,
require the Company to redeem the Notes in cash with the net
proceeds from such Qualified Public Offering at a redemption
price (the Qualified Public Offering Redemption Price) equal to:
(i) with respect to any redemption related to a Qualified Public
Offering (each, a Qualified Public Offering Redemption Date) on
or prior to the 120th day immediately following the Issuance
Date, 110% of the Conversion Amount being redeemed on such
Qualified Public Offering Redemption Date, (ii) with respect to
any Qualified Public Offering Redemption Date on or after the
121st day immediately following the Issuance Date and on or prior
to the 180th day immediately following the Issuance Date, 115% of
the Conversion Amount being redeemed on such Qualified Public
Offering Redemption Date, and (iii) with respect to any Qualified
Public Offering Redemption Date on or after the 181st day
immediately following the Issuance Date, 130% of the Conversion
Amount being redeemed on such Qualified Public Offering
Redemption Date; provided that at any time following the Initial
Conversion Date and prior to the date the entire redemption price
is paid in full, any holder of a Note may elect to convert all or
any portion of the Conversion Amount of its Note being redeemed
into shares of common stock at the Conversion Price then in
effect under the Notes. From and after the Issuance Date through
and including the 45th trading day immediately following the
Issuance Date, the Company will not be permitted to consummate a
Qualified Public Offering without the Required Holders (as
defined in the Notes) consent unless the Company utilizes the net
proceeds from such Qualified Public Offering to redeem all of the
Notes in full at such Qualified Public Offering Redemption Price.
Default Events. The Notes include customary event of
default provisions, and provide for a default interest rate of
18%. Upon the occurrence of an event of default, a holder of a
Note may require the Company to pay in cash the Event of Default
Redemption Price which is defined in the Notes to mean the
greater of (i) the product of (A) the Conversion Amount to be
redeemed multiplied by (B) 125% (or 100% if an insolvency related
event of default) and (ii) the product of (X) the Conversion
Price in effect at that time multiplied by (Y) the product of (1)
125% (or 100% if an insolvency related event of default)
multiplied by (2) the greatest closing sale price of the Companys
common stock on any trading day during the period commencing on
the date immediately preceding such event of default and ending
on the date the Company makes the entire payment required to be
made under this provision; provided that at any time following
the Initial Conversion Date and prior to the date the entire
Event of Default Redemption Price is paid in full, any holder of
a Note may elect to convert all or any portion of the Conversion
Amount of its Note being redeemed into shares of common stock at
the Conversion Price then in effect under the Notes.
Certain Prohibited Actions and Covenants. From and after
the Issuance Date through and including the 45th trading day
immediately following the Issuance Date, the Company is
prohibited from offering, issuing or selling any equity or debt
securities, including any equity-linked securities or securities
exercisable, exchangeable or convertible into any capital stock
of the Company (including common stock), without the consent of
the Required Holders, other than Excluded Securities (as defined
in the Purchase Agreement) or securities issued in connection
with certain specified transactions, including a Qualified Public
Offering, the net proceeds of which are utilized solely to repay
outstanding amounts under the Notes until all of the Notes are
repaid in full in accordance with their terms and are no longer
outstanding. Furthermore, for as long as any Buyer or any of its
respective affiliates holds any Notes, the Company may not,
without the prior written consent of the Required Holders,
directly or indirectly, effect or enter into any agreement or
transaction that would or would reasonably be expected to
constitute or involve a Variable Rate Transaction (as defined in
the Purchase Agreement), other than securities issued in
connection with certain specified transactions, including a
Qualified Public Offering, the net proceeds of which are utilized
solely to repay outstanding amounts under the Notes until all of
the Notes are repaid in full in accordance with their terms and
are no longer outstanding. In addition, the Notes contain certain
additional restrictive covenants, including, without limitation,
certain restrictions on the incurrence of additional
indebtedness, the creation of new liens or encumbrances, issuance
of securities at an effective price per share less than the
Conversion Price, certain asset sales and certain cash payments
in respect of indebtedness, subject to certain exceptions or
consent from the Required Holders.
The Company agreed to pay up to $30,000 of reasonable attorneys
fees and expenses incurred by certain of the Buyers in connection
with the Transaction. The Purchase Agreement also provides for
indemnification of the Buyers and their respective affiliates in
the event that they incur losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses related to,
among other things, a breach by the Company of any of its
representations, warranties or covenants under the Purchase
Agreement.
The description of the Notes and the Purchase Agreement is
qualified in its entirety by the full text of the Notes and the
Purchase Agreement, copies of which are filed herewith as
Exhibits 4.1 and 10.1, respectively, and which are incorporated
herein by reference.
GemCap Waiver and Consent
On May 31, 2017, the Company and GemCap entered into a waiver and
consent (the GemCap Waiver) to the Loan and Security Agreement
dated as of November 14, 2016, as amended, to permit the Company
to enter into the Transaction. As a result, with respect to the
Transaction, the Company may incur additional indebtedness and
repay or redeem the Notes in accordance with the terms and
conditions of the Notes.
All descriptions of the GemCap Waiver herein are qualified in
their entirety by reference to the text of such document filed as
Exhibit 10.2 hereto, which is incorporated herein by reference.
Hillair Waiver and Consent
On May 31, 2017, the Company and Hillair entered into a waiver
and consent (the Hillair Waiver) related to the Debenture to
permit the Company to enter into the Transaction. As a result,
with respect to the Transaction, the Company may incur additional
indebtedness and repay or redeem the Notes in accordance with the
terms and conditions of the Notes. In addition, Hillair agreed to
waive the anti-dilution adjustment in the Debenture with respect
to the Conversion Price in the Notes. In consideration of the
Hillair Waiver, the Company agreed to pay $200,000 to Hillair as
repayment of a portion of the outstanding principal amount of the
Debenture.
All descriptions of the Hillair Waiver herein are qualified in
their entirety by referene to the text of such document filed as
Exhibit 10.3, which is incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
The information provided in response to Item 1.01 of this report
with respect to the Debenture, is incorporated by reference into
this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 3.02. The sale of the
Securities to the Buyers was not subject to any underwriting
discounts or commissions. The issuance and sale of the Securities
was not registered under the Securities Act of 1933, as amended
(the Act), in reliance on an exemption from registration under
Section 4(a)(2) of the Act and Rule 506 of Regulation D
thereunder (Regulation D), based on the fact that each Buyer is
an accredited investor, as such term is defined in Rule 501 of
Regulation D, in a transaction not involving a public offering.
The Securities may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Exhibit Description | |
| Exhibit 4.1* | Form of Subordinated Convertible Note. | |
| Exhibit 10.1* |
Securities Purchase Agreement, dated as of May 31, 2017, by and between Inpixon and the investors listed on the Schedule of Buyers attached thereto. |
|
| Exhibit 10.2* |
Waiver and Consent by and between Inpixon and GemCap Lending I, LLC dated May 31, 2017. |
|
| Exhibit 10.3* |
Waiver and Consent by and between Inpixon and Hillair Capital Investments L.P. dated May 31, 2017. |
* Filed herewith.
About INPIXON (NASDAQ:INPX)
Inpixon, formerly Sysorex Global, provides data analytics and location-based solutions and services to commercial and government customers across the world. The Company operates through four segments: Mobile, IoT & Big Data Products, which includes its AirPatrol product line and on-premise big data appliance product; Storage and Computing, which includes third-party hardware, software and related maintenance/warranty products and services that the Company resells; SaaS Revenues, which provides software-as-a-services or Internet-based hosted services, and Professional Services, which offers general information technology (IT) services. Its products and services include LightMiner Analytics Platform, Data Science and Advanced Analytics Consulting Services, AirPatrol for Security, AirPatrol for Retail, Shoom Product Line, Enterprise Infrastructure Solutions and Services, and IT Services. INPIXON (NASDAQ:INPX) Recent Trading Information
INPIXON (NASDAQ:INPX) closed its last trading session 00.00 at 2.00 with 23,037 shares trading hands.