Item 1.01 Entry into a Material Definitive Agreement.

On January 22, 2021, Sysorex, Inc. (the "Company") and Chicago Venture Partners, L.P. (the "Lender") entered into a waiver agreement (the "Waiver Agreement") in connection with the Lender's delivery of a redemption notice for $7,250 (the "Redemption Amount") in accordance with that certain Securities Purchase Agreement, dated as of December 31, 2018, and that certain Convertible Promissory Note issued to the Lender by the Company on December 31, 2018, as amended (the "Note"). Pursuant to the Waiver Agreement, the Lender agreed to waive certain Equity Conditions Failures (as defined in the Note) in order to receive shares of common stock of the Company instead of cash to satisfy the Redemption Amount. In addition, the Company and the Lender agreed to issue such shares below the minimum redemption conversion price at a modified redemption conversion price equal to $0.1785 per share, which is equal to 70% multiplied by the lowest closing bid price during the twenty (20) trading days immediately preceding this redemption. Accordingly, the Company will issue the Lender 40,616 shares of common stock to satisfy the Redemption Amount, which issuance is expected to occur on or around January 25, 2021.

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

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 3.02, is incorporated herein by reference. The shares of common stock to be issued in satisfaction of the Redemption Amount are being sold and issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.

Following the issuance of the shares of common stock pursuant to the Waiver Agreement, the Company will have 450,660 shares of common stock outstanding.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.   Description

   10.1         Waiver Agreement, dated as of January 22, 2021, by and between
              Sysorex, Inc. and Chicago Venture Partners, L.P.




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