Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2022, William Stilley, a member of the Board of Directors of Sysorex, Inc. (the "Company") and Chairman of the Audit Committee, submitted his resignation as a director. Mr. Stilley's resignation was not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. A copy of Mr. Stilley's resignation letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.




Item 8.01. Other Events.

On October 28, 2022, the Company was notified by OTC Markets Group ("OTC Markets") that that the Company's bid price had closed below $0.01 for more than 30 consecutive calendar days and no longer meets the Standards for Continued Eligibility for OTCQB (the "OTCQB Standards"). Pursuant to Section 4.1 of the OTCQB Standards, the Company was granted a cure period of 90 calendar days, during which the minimum closing bid price for the Company's common stock must be $0.01 or greater for 10 consecutive trading days in order to continue trading on the OTCQB marketplace. If this requirement is not met by January 26, 2023, the Company will be removed from the OTCQB marketplace.

In addition, pursuant to the OTCQB Standards, in the event that the Company's closing bid price falls below $0.001 at any time for five consecutive trading days, the Company will be immediately removed from OTCQB. On October 31, 2022, OTC Markets notified the Company that the bid price for the Company's common stock closed below $0.001 on October 28, 2022. The bid price for the Company's common stock closed below $0.001 on October 31, 2022, as well.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
99.1            Resignation letter, dated October 31, 2022, from William Stilley to
              Wayne Wasserberg.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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