Item 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed on March 30, 2022, by Sysorex, Inc. ("Company"), on March 24, 2022, the Company executed Heads of Terms ("Heads of Terms") with Ostendo Technologies, Inc. ("Ostendo" or "Purchaser") which includes certain binding and non-binding provisions. Pursuant to the Heads of Terms, the Company and Ostendo agreed to certain terms related to the Company's sale of approximately 75% of its Ethereum mining assets and certain associated real property to Ostendo for $68,400,000 of Ostendo preferred stock, subject to the terms of the Heads of Terms, and subject to definitive terms to be set forth in definitive transaction agreements to be executed by the parties. Pursuant to the terms of the Heads of Terms, the closing of the transaction was to occur no later than May 24, 2022, unless mutually extended in writing by the parties.

As previously disclosed in the Current Report on Form 8-K filed on June 22, 2022, by the Company, on June 10, 2022, the Company executed an Amendment No. 1 to Heads of Terms ("Amendment 1") with Ostendo and its wholly owned subsidiary TTM Digital Assets & Technologies, Inc. Pursuant to the Amendment 1, the parties agreed to amend certain terms contained in the Heads of Terms, including:

1) The closing of the transaction is to occur no later than June 30, 2022, unless

mutually extended in writing by the parties.

2) The definition of "TTM Assets" was amended and restated to read "(i) all of


    the Seller Parties' GPUs and related assets, supporting equipment and software
    (including software licenses, if any), in each case wherever located, (ii) the
    Company's equity interests in Style Hunter, Inc. (excluding options to
    purchase equity interests), (iii) the real estate comprising the Lockport, NY
    location, and (iv) any other assets directly or indirectly used in the
    operation of the Seller Parties' crypto mining business."

3) The first sentence of the section of the Heads of Terms entitled "Purchase

Price Consideration" was amended and restated to read: "The Purchase Price

shall be comprised of the issuance to the Seller of 4,697,917 fully paid,

non-assessable shares of the Purchaser valued at $45,100,000.00."

On June 30, 2022, the Company executed an Amendment No. 2 to Heads of Terms ("Amendment 2") with Ostendo and the Company's wholly owned subsidiary TTM Digital Assets & Technologies, Inc. ("Seller", and together with the Company, the "Seller Parties"). Pursuant to the Amendment 2, the parties agreed to amend certain terms contained in the Heads of Terms and Amendment 1, including:

1) The closing of the transaction is to occur no later than July 31, 2022, unless

mutually extended in writing by the parties.

2) The term "Expiration Date" in the section of the Heads of Term entitled


    "Exclusivity" is hereby amended to be the earlier of July 31, 2022 or the date
    on which Ostendo notifies the Company in writing that it is terminating
    negotiations regarding the transactions (and Ostendo agrees to give such
    notification promptly upon making a determination to terminate negotiations).

The foregoing description of the Amendment No. 2 to Heads of Terms is qualified in its entirety by reference to the Amendment No. 2 to Heads of Terms, which is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
99.1            Heads of Terms, dated March 24, 2022. (1)
99.2            Amendment No. 1 to Heads of Terms, dated June 10, 2022. (2)
99.3            Amendment No. 2 to Heads of Terms, dated June 30, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1) Filed as an exhibit to the Company's Current Report on Form 8-K, filed with


     the SEC on March 30, 2022.

(2) Filed as an exhibit to the Company's Current Report on Form 8-K, filed with


     the SEC on June 22, 2022.




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