Item 1.01 Entry into a Material Definitive Agreement.






Exchange Agreement

On January 28, 2022, Inpixon (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with the holder (the "Warrant Holder") of certain existing warrants of the Company (the "Existing Warrants"), which were exercisable for an aggregate of 49,305,088 shares of the Company's common stock. Pursuant to the Exchange Agreement, the Company has agreed to issue to the Warrant Holder an aggregate of 13,811,407 shares of common stock (collectively, the "Exchange Common Shares") and rights (the "Rights") to receive an aggregate of 3,938,424 shares of common stock (collectively, the "Reserved Shares" and together with the Exchange Common Shares, the "Exchange Shares") in exchange for the Existing Warrants (the "Warrant Exchange"), in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). Subject to the terms of the Exchange Agreement, the Rights may be exercised by the Warrant Holder for the Reserved Shares, in whole or in part, at any time or times on or after the date of the Exchange Agreement, subject to certain beneficial ownership limitations. Following the consummation of the Exchange, the Existing Warrants will be cancelled and no further shares will be issuable pursuant to the Existing Warrants.

On any Trading Day (as defined in the Existing Warrants) during the period commencing on the date of of the Exchange Agreement and ending on March 29, 2022 (such period, the "Restricted Period"), the Warrant Holder will not sell on such Trading Day, in the aggregate, any Exchange Shares in an aggregate amount representing more than 10% of the daily composite trading volume of common stock as reported by Bloomberg, LP on such applicable Trading Day.

A copy of the Exchange Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Exchange Agreement, 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 Exchange Agreement 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 January 28, 2022, after taking into account the issuance of the Exchange Common Shares, the Company has 138,252,330 shares of common stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description



10.1*           Exchange Agreement, dated January 28, 2022, by and between Inpixon and
              the Warrant Holder
104.1         Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Schedules, exhibits, and similar attachments have been omitted pursuant to Item

601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of

such omitted materials supplementally upon request by the U.S. Securities and

Exchange Commission.




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