Item 1.01 Entry into a Material Definitive Agreement.
Exchange Agreement
On November 21, 2019, Inpixon, a Nevada corporation (the "Company"), and Iliad
Research and Trading, L.P. ("Iliad"), the holder of that certain outstanding
promissory note, issued on December 21, 2018 (as amended, supplemented or
otherwise modified, the "Original Note"), with an outstanding balance of
$818,819.22 as of November 21, 2019, entered into an exchange agreement,
pursuant to which the Company and Iliad agreed to (i) partition a new promissory
note in the form of the Original Note in the original principal amount equal to
$150,000 and then cause the outstanding balance to be reduced by $150,000; and
(ii) exchange the partitioned note for the delivery of 3,000,000 shares of the
Company's common stock, par value $0.001 per share (the "Common Stock"), at an
effective price per share equal to $0.05. The shares of Common Stock will be
delivered to Iliad on or before November 22, 2019 and the exchange will occur
with Iliad surrendering the partitioned note to the Company on the date when the
shares of Common Stock are approved and held by Iliad's brokerage firm for
public resale.
Iliad is also the holder of that certain promissory note, issued on September
17, 2019, with an outstanding balance of approximately $963,000 as of October
27, 2019. Chicago Venture Partners, L.P., an affiliate of Iliad, is the holder
of other promissory notes of the Company, with an aggregate outstanding balance
of approximately $9.8 million as of October 27, 2019.
The description of the exchange agreement is a summary only, is not intended to
be complete, and is qualified in its entirety by reference to the full text of
the exchange agreement, a copy of which is filed herewith as Exhibit 10.1 and
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 set forth in Item 1.01 of this Current Report on Form 8-K, to
the extent required by this Item 2.03, is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 regarding the issuance of the
shares of Common Stock issued pursuant to the exchange agreement is hereby
incorporated by reference into this Item 3.02. The offer and sale of such shares
was not registered under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance on an exemption from registration under Section 3(a)(9) of
the Securities Act, in that (a) the shares of Common Stock are being issued in
exchange for the partitioned note which is another outstanding security of the
Company; (b) there is no additional consideration of value being delivered by
Iliad in connection with the exchange; and (c) there are no commissions or other
remuneration being paid by the Company in connection with the exchange.
As of November 21, 2019, the Company has issued and outstanding (i) 92,485,744
shares of Common Stock, which includes the issuance of the shares of Common
Stock pursuant to the exchange agreement, (ii) 1 share of Series 4 Convertible
Preferred Stock which is convertible into 202 shares of Common Stock, (iii) 126
shares of Series 5 Convertible Preferred Stock which are convertible into
approximately 37,838 shares of Common Stock (subject to rounding for fractional
shares), (iv) warrants to purchase up to 112,800 shares of Common Stock issued
on January 15, 2019 in connection with the Company's rights offering,
exercisable at $3.33 per share, and (v) Series A warrants to purchase up to
213,700 shares of Common Stock issued on August 15, 2019 in connection with the
Company's public offering and exercisable at $0.2775 per share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Exchange Agreement, dated as of November 21, 2019, by and between
Inpixon and Iliad Research and Trading, L.P .
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