Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2021, Inpixon (the "Company") entered into a Securities Purchase
Agreement (the "Purchase Agreement") with an institutional investor named
therein (the "Purchaser"), pursuant to which the Company agreed to issue and
sell, in a registered direct offering (the "Offering"), 5,800,000 shares (the
"Shares") of the Company's common stock, par value $0.001 per share (the "Common
Stock"), and warrants to purchase up to 19,354,838 shares of Common Stock (the
"Purchase Warrants") at a combined offering price of $1.55 per share. The
Purchase Warrants have an exercise price of $1.55 per share. Each Purchase
Warrant is exercisable for one share of Common Stock and will be immediately
exercisable and will expire five years from the issuance date.
The Company also offered and sold to the Purchaser pre-funded warrants to
purchase up to 13,554,838 shares of Common Stock (the "Pre-Funded Warrants" and,
together with the Shares and the Purchase Warrants, the "Securities"), in lieu
of shares of Common Stock at the Purchaser's election. Each Pre-Funded Warrant
is exercisable for one share of Common Stock. The purchase price of each
Pre-Funded Warrant is $1.549, and the exercise price of each Pre-Funded Warrant
is $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may
be exercised at any time until all of the Pre-Funded Warrants are exercised in
full.
A holder (together with its affiliates) may not exercise any portion of such
holder's Purchase Warrants or Pre-Funded Warrants to the extent that the holder
would own more than 9.99% of the Company's outstanding Common Stock immediately
after exercise, except that upon notice from the holder to the Company, the
holder may decrease or increase the limitation of ownership of outstanding stock
after exercising the holder's Purchase Warrants or Pre-Funded Warrants up to
9.99% of the number of shares of Common Stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in
accordance with the terms of the Purchase Warrants and Pre-Funded Warrants,
provided that any increase in such limitation shall not be effective until 61
days following notice to the Company.
Pursuant to the Purchase Agreement, subject to certain exceptions, the Company
agreed not to (i) issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of Common Stock or securities
convertible into Common Stock or (ii) file any registration statement or any
amendment or supplement thereto, other than the prospectus supplement for the
Offering or a registration statement on Form S-8, for a shorter period of: (a)
eighty-five (85) days following the closing of the Offering, and (b) the
business day after the date on which the aggregate trading volume of the Common
Stock on the Nasdaq Capital Market exceeds $500,000,000 calculated beginning on
the day the Offering closed (such period, the "Standstill Period"). Pursuant to
the Purchase Agreement, the Company also agreed not to enter into any "variable
rate transactions" so long as any purchaser holds any Purchase Warrants or
Pre-Funded Warrants other than the issuance of shares of Common Stock in the
Company's at-the-market offering; provided, that any such issuance will not
occur until the expiration of the Standstill Period. The Standstill Period will
not apply to, beginning fifteen (15) days after the closing of the Offering,
exchanges or conversions of up to $1,500,000 in any 30 day period of that
certain unsecured promissory note issued by us on March 18, 2020 in an aggregate
initial principal amount of $6,465,000, so long as (y) on the date of such
exchange or conversion, the lower of (I) the prior five (5) day average closing
price of Common Stock, and (II) the closing price of Common Stock, is equal to
or greater than $1.55 per share, and (z) the quotient of (I) the amount of such
promissory note being exchanged or converted divided by (II) the number of
shares of Common Stock issued in such exchange or conversion is equal to or
greater than $1.55.
In connection with the Offering, the Company received a one-time waiver of the
prior sixty (60) day standstill period included in that certain Securities
Purchase Agreement, dated as of November 25, 2020, from the Purchaser, which was
the sole purchaser under that prior agreement. The Purchase Agreement contains
customary representations and warranties and agreements of the Company and the
Purchaser and customary indemnification rights and obligations of the parties.
The closing of the Offering is expected to occur on or about January 27, 2021.
The Company is expected to receive gross proceeds of approximately $30 million
in connection with the Offering, before deducting placement agent fees and
related offering expenses.
On January 24, 2021, in connection with the Offering, the Company and Maxim
Group LLC (the "Placement Agent") entered into a Placement Agency Agreement (the
"Placement Agency Agreement") wherein the Placement Agent acted as the exclusive
placement agent on a reasonable best efforts basis in connection with the
Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay
to the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised
in the Offering, plus the reimbursement of certain expenses and legal fees. The
Placement Agency Agreement contains customary representations and warranties and
agreements of the Company and the Placement Agent and customary indemnification
rights and obligations of the parties.
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The foregoing summaries of the form of Purchase Agreement, the Placement Agency
Agreement, the form of Purchase Warrants, and the form of Pre-Funded Warrants do
not purport to be complete and are subject to, and qualified in their entirety
by, the documents attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to
this Current Report on Form 8-K, which are incorporated herein by reference.
The Securities in the Offering were offered by the Company pursuant to a
registration statement on Form S-3 (File No. 333-223960), which was filed with
the Securities and Exchange Commission (the "SEC") on March 27, 2018, as amended
on May 15, 2018, and declared effective on June 5, 2018 (the "Registration
Statement"), and a base prospectus dated as of June 5, 2018 included in the
Registration Statement and the related prospectus supplement for the Offering to
be filed with the SEC. A copy of the opinion of Mitchell Silberberg & Knupp LLP
relating to the legality of the issuance and sale of the Securities in the
Offering is attached as Exhibit 5.1 hereto. This Current Report shall not
constitute an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item 7.01 Regulation FD Disclosure.
On January 25, 2021, the Company issued a press release announcing the pricing
of the Offering. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, unless the Company specifically
states that the information is to be considered "filed" under the Exchange Act
or specifically incorporates it by reference into a filing under the Securities
Act of 1933, as amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K and the exhibits
attached hereto contain "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The words "intend," "may,"
"should," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue" or the negative of these terms or other
comparable terminology are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. As
noted above, the closing of the Offering is subject to the satisfaction of
customary closing conditions and there is no assurance that Inpixon will satisfy
those conditions. While Inpixon believes its plans, intentions and expectations
reflected in those forward-looking statements are reasonable, these plans,
intentions or expectations may not be achieved. Inpixon's actual results,
performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements. For information about
the factors that could cause such differences, please refer to Inpixon's filings
with the SEC. Given these uncertainties, you should not place undue reliance on
these forward-looking statements. Inpixon assumes no obligation to update any
forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Form of Purchase Warrant
4.2 Form of Pre-Funded Warrant
5.1 Opinion of Mitchell Silberberg & Knupp LLP
10.1* Form of Purchase Agreement
10.2 Placement Agency Agreement
23.1 Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1)
99.1 Press Release
* Schedules, exhibits and similar attachments have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish
copies of such omitted materials supplementally upon request by the U.S.
Securities and Exchange Commission.
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