INPIXON (NASDAQ:INPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On April 19, 2017, Inpixon (the Company) entered into an exchange
agreement (the Exchange Agreement) with Hillair Capital
Investments L.P. (the Note Holder) in connection with an interest
payment due on May 9, 2017 to the Companys 8% Original Issue
Discount Senior Secured Convertible Debenture in the principal
amount of $5,700,000, (the Debenture), held by the Note Holder.
The Debenture was issued on August 9, 2016 to that certain
securities purchase agreement dated as of that same date (the
Securities Purchase Agreement), by and between the Company and
the Note Holder. In accordance with the Exchange Agreement,
solely in respect of the interest payment in the amount of
$343,267 (the Interest Payment) due on May 9, 2017 under the
Debenture, the Company and the Note Holder agreed that:
|
$315,700 of such Interest Payment will be made in in the form of shares of common stock, par value $0.001 per share, of the Company (the Common Stock) issued at an interest conversion rate equal to $2.87 per share (such shares of Common Stock issuable in partial satisfaction of the Interest Payment, the Interest Shares); |
|
the Note Holder will waive Equity Condition (k) (as defined in the Debenture) in connection with the issuance of the Interest Shares; and |
|
the Company will issue and deliver the Interest Shares |
The description of the Exchange Agreement herein is not complete
and is qualified by the full text of such Exchange Agreement,
which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
The description of the Debenture and the Securities Purchase
Agreement is qualified in its entirety by the full text of the
Debenture and the Securities Purchase Agreement, which were
attached as Exhibits 4.1 and 10.1 to the Companys Current Report
on Form 8-K filed with the U.S. Securities and Exchange
Commission on August 10, 2016.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02. The offer and sale
of the Interest Shares was not registered under the Securities
Act of 1933, as amended (the Securities Act), in reliance on an
exemption from registration under Section 4(a)(2) of the
Securities Act, based on the fact that the Note Holder is an
accredited investor, as such term is defined in Rule 501 of
Regulation D, in a transaction not involving a public offering.
The Interest Shares 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. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 |
8% Original Issue Discount Senior Convertible Debenture issued to Hillair Capital Investments L.P. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Inpixon, filed with the U.S. Securities and Exchange Commission on August 10, 2016). |
|
| 10.1 |
Exchange Agreement by and between Inpixon and Hillair Capital Investments L.P., dated April 19, 2017.* |
|
| 10.2 |
Securities Purchase Agreement by and between Inpixon and Hillair Capital Investments L.P., dated as of August 9, 2016 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Inpixon, filed with the U.S. Securities and Exchange Commission on August 10, 2016). |
* 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 up +0.03 at 3.05 with 47,860 shares trading hands.