Item 2.02. Results of Operations and Financial Condition.
On November 16, 2022, Sysorex, Inc. (the "Company") issued a press release
regarding its financial results for the quarter ended September 30, 2022. A copy
of this press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference. The information contained in the website is not a part of this
current report on Form 8-K.
The information included in this Current Report on Form 8-K, including Exhibit
99.1, 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, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. The information set forth under this Item 7.01 shall
not be deemed an admission as to the materiality of any information in this
Current Report on Form 8-K that is required to be disclosed solely to satisfy
the requirements of Regulation FD.
Item 8.01. Other Events.
As previously reported, on March 24, 2022, the Company executed Heads of Terms
("Heads of Terms") with Ostendo Technologies, Inc. ("Ostendo") which included
certain binding and non-binding provisions. Pursuant to the Heads of Terms, the
Company and Ostendo agreed to certain terms related to the Company's sale of its
Ethereum mining assets and certain associated real property ("Assets") to
Ostendo for Ostendo preferred stock. The parties agreed that the Assets to be
sold would not include the Company's Ether funds generated prior to and held at
Closing. The definitive terms of the sale of Assets were to be set forth in
definitive transaction agreements to be executed by the parties. Additionally,
pursuant to the Heads of Terms, the Company has agreed to make a non-refundable
deposit of $1,600,000 ("Deposit") to be credited toward the purchase of an
additional 166,667 shares of Ostendo's preferred stock.
The Company has in good faith worked with Ostendo to ensure all closing terms
and closing conditions were mutually agreed upon, however, the parties have not
entered into definitive transaction agreements and accordingly, it was
determined in November 2022 that the Ostendo transaction will not proceed.
Pursuant to the terms of the Heads of Terms, Ostendo is required to issue to the
Company shares equal to the initial deposit made by the Company of $1,600,000.
In November 2022, the Company received a certificate, dated November 14, 2022,
for the shares, but the Company has not received confirmation that the
Certificate of Designations for the preferred stock has been filed and accepted
by the California Secretary of State. Ostendo has indicated that it is expected
this week.
If the Company receives this document and it is dated on or before November 14,
2022, then the preferred stock will have been validly issued as of that date. If
it is dated after November 14, 2022, the certificate for the shares is invalid
since it purports to issue something that did not exist at the time.
Accordingly, the Company is unable to determine definitively whether it
currently holds these shares or not.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by the registrant on November 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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