Item 1.01 Entry into a Material Definitive Agreement.

On April 3, 2023, Sysorex, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Agreement") with Omniverse LLC ("Omniverse"), whereby the Company agreed to sell to Omniverse 136,667 shares of Series C-7b Preferred Stock (the "Preferred Stock") of Ostendo Technologies, Inc. The Agreement requires Omniverse to pay the Company a purchase price consisting of $182,000 and other valuable consideration in the form of consulting services satisfactorily rendered.

The Agreement contains customary representations, conditions, warranties and indemnities.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1*           Stock Purchase Agreement, dated April 3, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




 * Filed herewith.




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