Item 1.01 Entry into a Material Definitive Agreement.
Iliad Promissory Note Standstill and Maturity Date Extension
Inpixon (the "Company") and Iliad Research and Trading, L.P. ("Iliad") entered
into an amendment to convertible promissory note as of December 31, 2019 (the
"Amendment"), pursuant to which the maturity date of that certain Promissory
Note, issued on December 21, 2018 (the "Note"), was further extended from
December 31, 2019 to March 31, 2020. In addition, Iliad agreed to further extend
the standstill previously agreed to pursuant to the terms of that certain
Standstill Agreement, dated as of August 8, 2019, whereby Iliad will not be
entitled to redeem all or any portion of the principal amount of the Note until
March 31, 2020. The outstanding balance of the Note was approximately $217,516
as of December 31, 2019.
Iliad is also the holder of that certain Promissory Note, issued on September
17, 2019, with an outstanding balance of approximately $980,686 as of December
31, 2019. Chicago Venture Partners, L.P., an affiliate of Iliad ("CVP"), is the
holder of other promissory notes of the Company, with an aggregate outstanding
balance of approximately $6,118,977 as of December 31, 2019. St. George
Investments LLC, an affiliate of Iliad and CVP, is also the holder of a
promissory note of the Company with an outstanding balance of approximately
$962,873 as of December 31, 2019.
The description of the Amendment is a summary only, is not intended to be
complete, and is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed herewith as Exhibit 10.1 and which is
incorporated herein by reference.
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the
Reverse Stock Split (as defined below) contained in Item 5.03 of this Current
Report on Form 8-K (this "Current Report") is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 3, 2020, the Company filed a Certificate of Amendment (the "Reverse
Stock Split Amendment") to its Restated Articles of Incorporation, as amended
(the "Articles of Incorporation"), with the Secretary of State of the State of
Nevada to effect a 1-for-45 reverse stock split (the "Reverse Stock Split") of
the Company's issued and outstanding common stock, par value $0.001 per share.
Pursuant to the Reverse Stock Split Amendment, effective as of January 7, 2020,
every forty-five shares of the issued and outstanding common stock were
converted into one share of common stock, without any change in the par value
per share. The Reverse Stock Split was approved by the Company's stockholders at
the 2019 annual meeting of stockholders. The Reverse Stock Split was implemented
for the purpose of complying with the closing bid price requirement in Nasdaq
Listing Rule 5550(a)(2).
The common stock began trading on a Reverse Stock Split-adjusted basis on the
Nasdaq Capital Market at the opening of trading on January 7, 2020. In
connection with the Reverse Stock Split, the common stock also commenced trading
with a new CUSIP number, 45790J800, at such time.
No fractional shares of common stock were issued in connection with the Reverse
Stock Split. If, as a result of the Reverse Stock Split, a stockholder would
otherwise have held a fractional share, the stockholder received, in lieu of the
issuance of such fractional share, one whole share of common stock.
Computershare Trust Company, N.A., the Company's transfer agent, is acting as
the exchange agent for the Reverse Stock Split and will provide instructions to
stockholders of record regarding the process for exchanging shares. Those
stockholders holding common stock in "street name" will receive instructions
from their brokers.
The description of the Reverse Stock Split Amendment is a summary only, is not
intended to be complete, and is qualified in its entirety by reference to the
full text of the Reverse Stock Split Amendment, a copy of which is filed
herewith as Exhibit 3.1 and which is incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On January 6, 2020, the Company issued a press release announcing the Reverse
Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1
attached hereto, shall not be deemed "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 it 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to Articles of Incorporation, effective as of
January 7, 2020.
10.1 Amendment to Promissory Note.
99.1 Press Release issued on January 6, 2020.
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