Sysorex, Inc. announced that it has entered into a Securities Purchase Agreement for a private placement of 12.5% Original Issue Discount Senior Secured Convertible Debentures for minimum gross proceeds of $8,000,000 and maximum gross proceeds of $12,000,000 and warrants to purchase shares on July 7, 2021. The transaction will include participation from 40 accredited investors. The minimum principal amount of the debentures is $9,000,000 and the maximum principal amount is $13,500,000. The company is also providing an over-allotment option of $1,500,000 after 12.5% Original Issue Discount and $1,687,500 in principal amount. The debentures mature on July 7, 2022, subject to a three-month extension upon mutual agreement of the company and the holder. The debentures bear interest at 8% per annum payable quarterly on January 1, April 1, July 1, and October 1, beginning on the first such date after the original issue date, subject to certain exceptions provided therein. The debentures are convertible into shares of common stock at any time following the date of issuance and prior to mandatory conversion at the conversion price equal to the lesser of: (i) $18.00, subject to adjustment herein and (ii) 80% of the average of the VWAP of the common stock during the 5 trading days period immediately prior to the applicable conversion date. The debentures are secured by a first priority lien on all of the assets of the company and the subsidiaries. The warrants are exercisable for five years from July 7, 2021, at an exercise price equal to (i) in the event that a qualified offering is consummated prior to the exercise of the warrant, the price per share or unit (if units are offered in the qualified offering) at which the qualified offering is made, subject to adjustment thereunder, or (ii) in the event that no qualified offering has been consummated, the lower of: (A) $18.00 and (B) an amount equal to 80% of the average of VWAP for the common stock over the 5 trading days preceding the date of the delivery of the applicable exercise notice. The maximum number of shares of common stock that may be issued through the conversion of the debentures and the exercise of the warrants as of July 7, 2021 is 7,069,502. The company will issue securities pursuant to exemption provided under Regulation D.

On the same same date, the company issued 12.5% Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $9,990,000 for gross proceeds of $8,880,000 and warrants to purchase up to 3,534,751 shares of common stock in its initial closing. The company may hold one or more subsequent closings at any time prior to August 1, 2021, unless otherwise extended, to issue additional debentures in an aggregate principal amount up to $5,197,500.00 (including the over-allotment option of $1,687,500).