Item 3.02 Unregistered Sales of Equity Securities.

Inpixon (the "Company") has issued an aggregate of 476,500 shares of its common stock (the "Exchange Common Shares") to the holder of that certain outstanding promissory note of the Company issued on March 18, 2020 (the "March 2020 Note"), at a price between approximately $1.53 and $1.68 per share, in each case at a price per share equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) in connection with the terms and conditions of Exchange Agreements, dated January 4th, 2023, January 20th, 2023 and January 25th, 2023, pursuant to which the Company and the holder agreed to (i) partition new promissory notes in the form of the March 2020 Note in the aggregate original principal amount equal to approximately $654,592 and then cause the outstanding balance of the March 2020 Note to be reduced by an aggregate of approximately $654,592; and (ii) exchange the partitioned notes for the delivery of the Exchange Common Shares.

The offer and sale of the Exchange Common 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 Exchange Common Shares were issued in exchanges for partitioned notes which are other outstanding securities of the Company; (b) there was no additional consideration of value delivered by the holder in connection with the exchanges; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchanges.

As of January 25, 2023, after taking into account the issuance of the Exchange Common Shares, the Company has 6,677,846 shares of common stock outstanding.

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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