Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on the Current Report on Form 8-K filed by Sysorex,
Inc., a Nevada corporation (the "Company"), with the Securities and Exchange
Commission ("SEC") on December 20, 2021, a judgment (the "Judgment") in
connection with a Promissory Judgment Note dated as of August 15, 2018, entered
into by and between the Company and Tech Data Corporation ("Tech Data"), has
been entered in favor of Tech Data against the Company for a total sum of
$5,942,559.05 (the "Award").
Following a negotiation with Tech Data, the Company was able to reduce the Award
by in excess of $4.2 million, and on January 13, 2022, the Company and Tech Data
entered into a Settlement and Release Agreement (the "Settlement Agreement").
Pursuant to the Settlement Agreement, the Company will pay $1,375,000.00 (the
"Settlement Amount") in full within twenty-four (24) hours after the full
execution of the Settlement Agreement, and upon receipt of the Settlement Amount
by Tech Data, the Award will be deemed satisfied in full. Among other things,
Tech Data agreed to file an acknowledgment of full satisfaction of judgment
attached as an exhibit to the Settlement Agreement, not take any further action
against the Company in connection with or relating to the Judgment, and release
the Company and its representatives from any and all claims, including the
Judgment, which Tech Data may have against the Company based upon any
transaction that occurred at any time before the date of the Settlement
Agreement.
The foregoing summary of the material terms of the Settlement Agreement is not
complete and is qualified in its entirety by reference to the text of the
Settlement Agreement, a copy of which is filed herewith as Exhibit 10.1, the
terms of which are incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously disclosed on the Current Reports on Form 8-K filed by the Company
with the SEC on July 12, 2021 and August 19, 2021, the Company entered into a
Securities Purchase Agreement dated as of July 7, 2021 (the "Purchase
Agreement"), and certain purchasers thereto, pursuant to which the Company
issued (i) 12.5% Original Issue Discount Senior Secured Convertible Debentures
(the "Debentures"), and (ii) warrants (the "Warrants" and together with the
Debentures, the "Securities") on July 7, 2021, and August 13, 2021.
On January 7, 2022, the Company received a notice of default (the "Default
Notice") from Joseph Gunnar & Co., LLC, which acted as a placement agent in
connection with the offering of the Securities, stating that the Company
defaulted under the Purchase Agreement as a result of: (i) the Company failing
to disclose certain material indebtedness of the Company outstanding as of the
date of the Purchase Agreement; and (ii) the filing of a judgment relating to
such material indebtedness. Due to such events of default, (i) the Debentures
are now deemed to have begun bearing interest at the default interest rate of
18% per annum from the date of the issuance of the Debentures; and (ii) the
holders of the Debentures are entitled to receive in satisfaction of the amounts
owing under the Debentures an amount equal to 130% of the amounts owing under
the Debentures, in accordance with the terms of the Debentures. In addition, as
a result of the events of default, the exercise price for the Warrant is the
lower of: (A) $18.00 and (B) an amount equal to fifty percent (50%) of the
average of volume-weighted average price for the common stock of the Company
over the five (5) trading days preceding the date of the delivery of the
applicable exercise notice or (C) the qualified offering price as explained in
greater detail in the Purchase Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Settlement and Release Agreement, dated as of January 13, 2022, by and
between Sysorex, Inc. and Tech Data Corporation
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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