Item 1.01 Entry into a Material Definitive Agreement.
Exchange Agreement
On January 14, 2020, Inpixon, a Nevada corporation (the "Company"), and Chicago
Venture Partners, L.P. ("CVP"), the holder of that certain outstanding
promissory note, issued on May 3, 2019 (as may be amended, supplemented or
otherwise modified, the "Original Note"), with an outstanding balance of
$1,957,590.69 as of January 14, 2020, entered into an exchange agreement,
pursuant to which the Company and CVP agreed to (i) partition a new promissory
note in the form of the Original Note in the original principal amount equal to
$1,500,000 and then cause the outstanding balance to be reduced by $1,500,000;
and (ii) exchange the partitioned note for the delivery of 410,958 shares of the
Company's common stock, par value $0.001 per share (the "Common Stock"), at an
effective price per share equal to $3.65. The shares of Common Stock will be
delivered to CVP on or before January 16, 2020 and the exchange will occur with
CVP surrendering the partitioned note to the Company on the date when the shares
of Common Stock are approved and held by CVP's brokerage firm for public resale.
CVP is also the holder of certain promissory notes with an aggregate outstanding
balance of approximately $4.17 million as of December 31, 2019. Iliad Research
and Trading, L.P., an affiliate of CVP, is the holder of certain promissory
notes with an aggregate outstanding balance of approximately $1.2 million as of
December 31, 2019. St. George Investments LLC, an affiliate of CVP, is also the
holder of a promissory note of the Company with an outstanding balance of
approximately $962,873 as of December 31, 2019.
The description of the exchange 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 exchange agreement, 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 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 regarding the issuance of the
shares of Common Stock issued pursuant to the exchange agreement is hereby
incorporated by reference into this Item 3.02. The offer and sale of such shares
was not registered under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance on an exemption from registration under Section 3(a)(9) of
the Securities Act, in that (a) the shares of Common Stock are being issued in
exchange for the partitioned note which is another outstanding security of the
Company; (b) there is no additional consideration of value being delivered by
CVP in connection with the exchange; and (c) there are no commissions or other
remuneration being paid by the Company in connection with the exchange.
As of January 14, 2020, the Company has issued and outstanding (i) approximately
4,645,880 shares of Common Stock, which includes the issuance of the shares of
Common Stock pursuant to the exchange agreement, (ii) 1 share of Series 4
Convertible Preferred Stock which is convertible into approximately 5 shares of
Common Stock (subject to rounding for fractional shares), (iii) 126 shares of
Series 5 Convertible Preferred Stock which are convertible into approximately
841 shares of Common Stock (subject to rounding for fractional shares), (iv)
warrants to purchase up to approximatley 2,507 shares of Common Stock issued on
January 15, 2019 in connection with the Company's rights offering, exercisable
at $149.85 per share, and (v) Series A warrants to purchase up to 4,758 shares
of Common Stock issued on August 15, 2019 in connection with the Company's
public offering and exercisable at $12.49 per share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Exchange Agreement, dated as of January 14, 2020, by and between
Inpixon and Chicago Venture Partners, L.P.
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