Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2023, Inpixon (the "Company" or "Inpixon") entered into warrant
amendments (the "Warrant Amendments") with certain holders (each, including its
successors and assigns, a "Holder" and collectively, the "Holders") of (i) those
certain Common Stock Purchase Warrants issued by the Company in April 2018 (the
"April 2018 Warrants") pursuant to the registration statement on Form S-3 (File
No. 333-204159), (ii) those certain Common Stock Purchase Warrants issued by the
Company in September 2021 (the "September 2021 Warrants") pursuant to the
registration statement on Form S-3 (File No. 333-256827), and (iii) those
certain Common Stock Purchase Warrants issued by the Company in March 2022 (the
"March 2022 Warrants" and together with the April 2018 Warrants and the
September 2021 Warrants, the "Existing Warrants") pursuant to the registration
statement on Form S-3 (File No. 333-256827).
Pursuant to the Warrant Amendments, the Company and the Holders have agreed to
amend (i) the September 2021 Warrants and the March 2022 Warrants to provide
that all of such outstanding warrants shall be automatically exchanged for
shares of common stock, par value $0.001 per share, of the Company ("Common
Stock"), at a rate of 0.33 shares of Common Stock (the "Exchange Shares") for
each September 2021 Warrant or March 2022 Warrant, as applicable, in reliance on
an exemption from registration provided by Section 3(a)(9) of the Securities Act
of 1933, as amended (the "Securities Act") (the "Warrant Exchange") and (ii) the
April 2018 Warrants to remove the obligation of the Company to hold the portion
of a Distribution (as defined in the April 2018 Warrants) in abeyance in
connection with the Beneficial Ownership Limitation (as defined in the April
2018 Warrants).
In connection with the exchange for all of the then outstanding September 2021
Warrants and March 2022 Warrants as of the effective date of the Warrant
Amendments, the Company will issue 76,794 Exchange Shares and 248,124 Exchange
Shares, respectively (subject to increase based on rounding for fractional
shares), resulting in the issuance of 324,918 Exchange Shares in the aggregate
(subject to increase based on rounding for fractional shares).
As required by the terms of the Existing Warrants, the Holders constituted the
owners of at least a majority of each of the then outstanding April 2018
Warrants, September 2021 Warrants and March 2022 Warrants, as applicable (based
on the number of Warrant Shares (as defined in the Existing Warrants) then
underlying such warrants).
The Company determined that it needed to complete the Warrant Exchange prior to
the previously announced record date of the spin-off of its enterprise apps
business (including its workplace experience technologies, indoor mapping,
events platform, augmented reality and related business solutions) (the
"Spin-Off") in order to preserve the tax-free status of the Spin-Off.
The foregoing is only a brief description of the material terms of the Warrant
Amendments, does not purport to be a complete description of the rights and
obligations of the parties thereunder and is qualified in its entirety by
reference to the form of Warrant Amendment that is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02. The Warrant Exchange will be completed, and
the shares of common stock issued and to be issued in exchange for the Existing
Warrants will be issued, in reliance on the exemption from registration provided
by Section 3(a)(9) of the Securities Act.
As of February 27, 2023, after taking into account the issuance of the Exchange
Shares, the Company has 14,894,524 shares of common stock issued and
outstanding.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2023, the Company entered into Limited Liability Company Unit
Transfer and Joinder Agreements (the "Transfer Agreements") with certain of the
Company's employees and directors (the "Transferees"), pursuant to which (i) the
Company transferred all of its Class A Units of Cardinal Venture Holdings LLC, a
Delaware limited liability company ("CVH") (the "Class A Units"), an aggregate
of 599,999 Class A Units, to the Transferees as bonus consideration in
connection with each Transferee's services performed for and on behalf of the
Company as an employee or director, as applicable, and (ii) each Transferee
became a member of CVH and a party to the Amended and Restated Limited Liability
Company Agreement of CVH (the "LLC Agreement"), dated as of September 30, 2020,
which was previously described in, and filed in, the Company's Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission on October 5,
2020 , which is incorporated herein by reference.
In addition to allowing the Company to award bonus consideration to the
Transferees, the Transfer Agreements enabled the Company to dispose of its Class
A Units prior to the distribution date of the Spin-Off in order to preserve the
tax-free status of the Spin-Off.
CVH owns certain interests in KINS Capital, LLC, a Delaware limited liability
company and the sponsor entity (the "Sponsor") to KINS Technology Group Inc., a
Delaware corporation and special purpose acquisition company ("KINS") (Nasdaq:
KINZ). In connection with and immediately following the Spin-Off, CXApp Holding
Corp. ("CXApp"), currently a wholly owned subsidiary of the Company, is expected
to enter into the previously announced business combination with KINS (the
"Business Combination").
Nadir Ali, the Company's Chief Executive Officer and a director, is a
controlling member of 3AM, LLC, a Delaware limited liability company and a
founding member of CVH ("3AM"). 3AM may, in certain circumstances, be entitled
to manage the affairs of CVH, pursuant to the terms of the LLC Agreement.
The Company's contributions to CVH, which contributions were previously
disclosed by the Company in its Current Reports on Form 8-K dated October 5,
2020 and December 22, 2020 , were used by CVH to fund the Sponsor's
purchase of securities in KINS. Additionally, the Company loaned $150,000 to CVH
in July 2022, as previously disclosed by the Company in its Current Report on
Form 8-K dated July 22, 2022 . Such Current Reports on Form 8-K are
incorporated herein by reference.
The Transfer Agreements contain customary representations and warranties of the
parties. Among other things, each Transferee represented to the Company that it
was an "accredited investor" (as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended).
The following table sets forth the number of Class A Units awarded to each
Transferee pursuant to the terms of their respective Transfer Agreement:
Name Title Number of Class A Units
Nadir Ali Chief Executive Officer, 219,999
Director
Wendy Loundermon Chief Financial Officer, 100,000
Director
Soumya Das Chief Operating Officer 50,000
Leon Papkoff(1) Executive Vice President 100,000
of Experience Apps
Non-executive employees 130,000
as a group (4 persons)
(1) Leon Papkoff is expected to serve as the Chief Product Officer of the
post-Business Combination entity, CXApp Inc.
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This Current Report on Form 8-K does not constitute an offer to sell nor the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The foregoing descriptions of the Transfer Agreements do not purport to be
complete and are qualified in their entirety by reference to the full text of
the form of Transfer Agreement, which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the investor presentation (the "Investor
Presentation") that will be used by KINS and CXApp, in connection with the
transactions contemplated by the Merger Agreement (as defined below) described
below.
The Investor Presentation is intended to be furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall they
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
As previously announced, on September 25, 2022, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company,
KINS, CXApp, and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of KINS ("Merger Sub"), pursuant to which Merger Sub will merge with
and into CXApp, with CXApp being the surviving company and a wholly-owned
subsidiary of KINS (the "Merger").
Waiver of the Minimum Cash Condition
Pursuant to the Merger Agreement, the parties thereto agreed that the
obligations of CXApp to consummate the transactions contemplated by the Merger
Agreement are subject to satisfaction or waiver by CXApp of the condition that
the (i) aggregate amount of cash available in the trust account following the
KINS stockholders' meeting to approve the merger, after deducting the amount
required to satisfy the KINS share redemption amount (but prior to payment of
any CXApp transaction expenses or KINS transaction expenses), plus (ii) the
aggregate gross purchase price of any other purchase of shares of KINS common
stock (or securities convertible or exchangeable for KINS common stock) actually
received by KINS prior to or substantially concurrently with the closing, plus
(iii) the aggregate gross purchase price of any other purchase of shares of
CXApp common stock (or securities convertible or exchangeable for CXApp common
stock) actually received by CXApp prior to or substantially concurrently with
the closing, is equal to or greater than $9,500,000 (the "Minimum Cash
Condition").
On February 27, 2023, CXApp irrevocably and unconditionally waived the Minimum
Cash Condition.
Change to the Proposed Second Amended and Restated Certificate of Incorporation
Pursuant to the Merger Agreement, the parties thereto mutually agreed to revise
the proposed Second Amended and Restated Certificate of Incorporation by
including the following sentence at the end of Article V. A. 7 thereof:
"In addition to the foregoing, the Board of Directors shall be permitted to
convert all or any portion of the outstanding Class C Common Stock (pro rata as
near as reasonably practical for each beneficial owner as of a date determined
by the Board of Directors and rounded down to the nearest whole share) for any
reason, including in connection with any regulatory or stock exchange listing
requirement."
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On March 8, 2023, the KINS stockholders as of February 2, 2023, the record date,
will consider and vote upon a proposal to approve and adopt the Second Amended
and Restated Certificate of Incorporation of KINS, as so revised (the "Revised
Proposed Charter") that will replace the existing amended and restated
certificate of incorporation of KINS currently in effect, which, if approved,
would take effect at the effective time of the Merger.
The Revised Proposed Charter would give KINS the flexibility to increase the
public float as it reasonably determines necessary, including with respect to
meeting the minimum continued listing standards of the Nasdaq Capital Market.
The timing and amount of any conversion would be dependent on, among other
things, the number of publicly held shares and the prevailing stock price for
the KINS Class A common stock.
Additional Information and Where To Find It
In connection with the proposed Business Combination and the distribution of
CXApp common stock to Inpixon securityholders, CXApp filed a registration
statement on Form S-1 (SEC File No. 333-267964) (the "Form S-1"), which includes
a final prospectus registering shares of CXApp common stock, and KINS has filed
with the SEC a registration statement on Form S-4 (File No. 333-267938) on
October 19, 2022, as amended (the "Form S-4"), which includes a final proxy
statement/prospectus in connection with the KINS stockholder vote required in
connection with the Business Combination and the registration of shares of KINS
common stock, warrants and certain equity awards. This communication does not
contain all the information that should be considered concerning the Business
Combination. The final prospectus filed by CXApp includes the final proxy
statement/prospectus filed by KINS, which serves as an information
statement/prospectus in connection with the spin-off of CXApp. This
communication is not a substitute for the registration statements that CXApp and
KINS have filed with the SEC or any other documents that KINS or CXApp may file
with the SEC, or that KINS, Inpixon or CXApp may send to stockholders in
connection with the Business Combination. It is not intended to form the basis
of any investment decision or any other decision in respect to the Business
Combination. KINS's stockholders and Inpixon's securityholders and other
interested persons are advised to read, when available, the definitive
registration statements, and documents incorporated by reference therein, as
these materials will contain important information about KINS, CXApp and the
Business Combination. The final proxy statement/prospectus contained in KINS's
registration statement was mailed to KINS's stockholders as of the record date
of February 2, 2023 for voting on the Business Combination. The registration
statements, proxy statement/prospectus and other documents (when they are
available) will also be available free of charge, at the SEC's website at
www.sec.gov, or by directing a request to: KINS Technology Group Inc., Four Palo
Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306.
Participants in the Solicitation
Inpixon, KINS and CXApp and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
transaction. Information about the directors and executive officers of KINS is
set forth in its Annual Report on Form 10-K for the fiscal year ended December
31, 2021. Additional information regarding the persons who may, under the rules
of the SEC, be deemed participants in the proxy solicitation of the stockholders
of KINS and a description of their direct and indirect interests in KINS, by
security holdings or otherwise, will be included in the proxy statement and
other relevant materials to be filed with the SEC regarding the transaction when
they become available. Stockholders, potential investors and other interested
persons should read the proxy statement carefully when it becomes available
before making any voting or investment decisions. When available, these
documents can be obtained free of charge from the sources indicated above.
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No Solicitation or Offer
This communication shall neither constitute an offer to sell nor the
solicitation of an offer to buy any securities, or the solicitation of any
proxy, vote, consent or approval in any jurisdiction in connection with the
Business Combination, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
any registration or qualification under the securities laws of any such
jurisdictions. This communication is restricted by law; it is not intended for
distribution to, or use by any person in, any jurisdiction where such
distribution or use would be contrary to local law or regulation.
Forward-Looking Statements
The information contained in this Current Report on Form 8-K and the exhibits
attached hereto contain "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should," "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. All
statements other than statements of historical facts contained in this
communication, including statements regarding the expected timing and structure
of the Spin-Off and the Business Combination and the ability of the parties to
complete the Spin-Off and the Business Combination, are forward-looking
statements. These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are
outside the control of Inpixon, CXApp and KINS, that could cause actual results
or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or
outcomes include, but are not limited to: the risk that the transactions may not
be completed in a timely manner or at all; the risk that KINS stockholder
approval of the Business Combination is not obtained; the failure to receive
certain governmental and regulatory approvals; and the occurrence of any event,
change or other circumstance that could give rise to the termination of the
merger agreement.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the
"Risk Factors" section of Inpixon's most recent annual report on Form 10-K, the
Form S-4, the Form S-1, KINS's registration statement on Form S-1 (File No.
333-249177), the proxy statement/prospectus and certain other documents filed or
that may be filed by Inpixon, KINS or CXApp from time to time with the SEC
following the date hereof. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Amendment No. 1 to Common Stock Purchase Warrants.
10.2 Form of Limited Liability Company Unit Transfer and Joinder Agreement.
99.1 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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