Item 3.02. Unregistered Sales of Equity Securities.
From September 27, 2022 to September 28, 2022, Sysorex, Inc. (the "Company")
issued an aggregate of 56,044,018 shares of the Company's common stock in
connection with conversions of outstanding debentures at 50% of the five-day
VWAPs, pursuant to the terms of the debentures, ranging from $0.0037 to
$0.00453.
On September 29, 2022, the Company issued an aggregate of 79,647,000 shares of
the Company's common stock in connection with conversions of outstanding
debentures at 50% of the five-day VWAPs, pursuant to the terms of the
debentures, ranging from $0.0037 to $0.004.
On September 30, 2022, the Company issued an aggregate of 106,299,847 shares of
the Company's common stock in connection with conversions of outstanding
debentures at 50% of the five-day VWAPs, pursuant to the terms of the
debentures, ranging from $0.003 to $0.004.
From October 3, 2022 to October 4, 2022, the Company issued an aggregate of
62,131,250 shares of the Company's common stock in connection with conversions
of outstanding debentures at 50% of the five-day VWAPs, pursuant to the terms of
the debentures, ranging from $0.004 to $0.0093.
On October 5, 2022, the Company issued an aggregate of 56,750,000 shares of the
Company's common stock in connection with conversions of outstanding debentures
at 50% of the five-day VWAPs, pursuant to the terms of the debentures, ranging
from $0.015 to $0.0034.
On October 6, 2022, the Company issued an aggregate of 59,000,000 shares of the
Company's common stock in connection with conversions of outstanding debentures
at 50% of the five-day VWAPs, pursuant to the terms of the debentures, of
$0.015.
From October 7, 2022 to October 10, 2022, the Company issued an aggregate of
65,000,000 shares of the Company's common stock in connection with conversions
of outstanding debentures at 50% of the five-day VWAPs, pursuant to the terms of
the debentures, ranging from $0.0009 to $0.001.
On October 11, 2022, the Company issued an aggregate of 82,267,826 shares of the
Company's common stock in connection with conversions of outstanding debentures
at 50% of the five-day VWAPs, pursuant to the terms of the debentures, of
$0.00115.
On October 12, 2022, the Company issued an aggregate of 715,213,317 shares of
the Company's common stock in connection with conversions of outstanding
debentures at 50% of the five-day VWAPs, pursuant to the terms of the
debentures, ranging from $0.00085 to $0.0015.
As of October 14, 2022, there are 1,786,001,741 shares of common stock
outstanding. In addition, there are several pending debenture conversions as of
October 14, 2022.
Item 8.01. Other Events.
In order to be in compliance with OTCQB Standards, among other things, the
Company must maintain a minimum closing bid price of $0.01 per share on at least
one of the prior 30 consecutive calendar days. The Company believes it currently
is in compliance with this requirement. In addition, in the event that the
Company's closing bid price falls below $0.001 at any time for five consecutive
trading days, the Company will be immediately removed from OTCQB. On October 13,
2022, the Company was contacted by OTC Markets Group, Inc. ("OTC Markets"), as
the bid price of the Company's common stock, quoted on the OTCQB under the
symbol "SYSX," closed below $0.001 on October 12, 2022. OTC Markets notified the
Company that in the event that the Company's closing bid price falls below
$0.001 at any time for five consecutive trading days, the Company will be
removed from OTCQB as per Section 4.1(b) of the OTCQB Standards. On October 14,
2022, the closing bid price of the Company's common stock was $0.001.
Accordingly, as of October 14, 2022, the Company believes it is in compliance
with the minimum closing bid price requirement set forth in the OTCQB
Standards.
On October 14, 2022, the Company engaged a placement agent in connection with a
private placement of securities with an aggregate offering price of up to
$500,000. The Company has reserved 1,000,000,000 shares for possible issuance in
connection with the private placement. The Company expects the private placement
to close within the next week, but there can be no assurance that the private
placement will close or that the maximum offering amount will be raised.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SYSOREX, INC. 
