SYSOREX, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Sysorex, Inc. (the "Company") and Chicago Venture Partners, L.P. ("CVP") entered into an amendment to convertible promissory note as of December 31, 2019 (the "Amendment"), pursuant to which the maturity date of that certain Convertible Promissory Note, dated December 31, 2018 (the "Note"), was further extended from December 31, 2019 to March 31, 2020 (the "Extension"). In consideration of CVP's grant of the Extension and entering into the Amendment, an extension fee in the amount of $33,134.73 was added to the outstanding balance of the Note.

The description of the Amendment is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein by reference.

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

Appointment of Mr. Douglas Cole to the Board of Directors

On December 31, 2019, the Board of Directors (the "Board") of the Company increased the size of the Board to three (3) directors and appointed Mr. Douglas Cole to fill the vacancy on the Board resulting from the increased Board size. Mr. Cole will serve as a director in accordance with the Company's Bylaws until his successor shall have been duly elected and qualified or his earlier resignation, removal or death.

There was no understanding or arrangement between Mr. Cole and any other person pursuant to which Mr. Cole was elected as a director. Mr. Cole is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Cole will participate in the Company's director compensation program for non-employee directors, pursuant to which he will receive an annual fee of $30,000 payable quarterly, commencing in the quarter ending March 31, 2020, and will enter into the Company's standard form of indemnification agreement. The Company does not have any standing Board committees.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits




Exhibit No.   Description

   10.1         Amendment to Convertible Promissory Note

   10.2+        Form of Indemnification Agreement (1)

+ Management contract or compensatory plan or arrangement.

(1) Incorporated by reference to Exhibit 10.8 to the Form 10-12G/A filed by the Company with the U.S. Securities and Exchange Commission on August 13, 2018.

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