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“On September 13, 2021, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada, amending the Company’s Articles of Incorporation, as amended, by establishing the Series 7 Preferred Stock, consisting of 58,750 authorized shares, $0.001 par value per share and $1,000 stated value per share.

The holders of the Series 7 Preferred Stock have full voting rights and powers, except as otherwise required by the Articles of Incorporation, as amended, or applicable law. The holders of Series 7 Preferred Stock shall vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the stockholders of the Company. Each holder of the Series 7 Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which the Series 7 Preferred Stock then held by such holder could be converted on the record date for the vote which is being taken, provided, however, that the voting power of a holder together with its Attribution Parties (as defined in the Certificate of Designation), may not exceed 19.99% (or such greater percentage allowed by the Nasdaq Listing Rules without any shareholder approval requirements). The Series 7 Preferred Stock is convertible into the number of shares of common stock, determined by dividing the aggregate stated value of the Series 7 Preferred of $1,000 per share to be converted by $1.25.

Item 8.01?Other Events.

On September 13, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Offering”) (i) up to 58,750 shares of Series 7 Preferred Stock and (ii) related warrants to purchase up to an aggregate of 47,000,000 shares of common stock (the “Warrants”). Each share of Series 7 Preferred Stock and the related Warrants were sold at a subscription amount of $920.00, representing an original issue discount of 8% of the Stated Value for an aggregate subscription amount of $54,050,000.

Section 8. Redemption.

a) Optional Redemption at Election of the Holder. Subject to the terms of this Certificate of Designation, at any time (I) beginning on the six (6) month anniversary of the Original Issuance Date and ending ninety (90) days thereafter (“Redemption Period”), each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Corporation to redeem all or part of the Preferred Stock then held by such Holder in cash for a per share of Preferred Stock redemption price equal to the Stated Value of such share, plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses or amounts due in respect of the share of Preferred Stock (the “Preferred Redemption Amount”) or (II) from and after any breach of the covenant set forth in Section 10(a) of this Certificate of Designation or upon a Bankruptcy Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Corporation to redeem all or part of the Preferred Stock then held by such Holder in cash for a per share of Preferred Stock redemption price equal to 110% of the Stated Value of such share, plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses or amounts due in respect of the share of Preferred Stock (the “Default Redemption Amount”, and each of the Preferred Redemption Amount and Default Redemption Amount, a “Redemption Amount”). Any Redemption Amount shall be due and payable within five Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Redemption Payment Date”). If the Corporation fails to pay in full any Redemption Amount hereunder on the date such amount is due in accordance with this Section, the Corporation will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from such date until the Redemption Amount, plus all such interest thereon, is paid in full. For purposes of this Section, a share of Preferred Stock is outstanding until such date as the applicable Holder shall have received Conversion Shares upon a conversion (or attempted conversion) thereof that meets the requirements hereof or has been paid the Redemption Amount in cash.

b) Optional Redemption at Election of the Corporation. Subject to the terms of this Certificate of Designation, at any time beginning on the six (6) month anniversary of the Original Issuance Date, the Corporation shall have the right, exercisable at the sole option of the Corporation, to redeem all or part of the Preferred Stock then held by a Holder in cash for a per share of Preferred Stock redemption price equal to the Preferred Redemption Amount by sending a thirty (30) days’ written notice to such Holder (the “Redemption Notice”), provided, however, that the Holder may elect to convert its shares of Preferred Stock pursuant to Section 6 of this Certificate of Designation at any time during the thirty (30) days following the day when the Redemption Notice was sent (the “Conversion Right Period”) by sending a Notice of Conversion to the Corporation. In the event the Corporation does not receive a Notice of Conversion of the Holder prior to the expiration of the Conversion Right Period, the Redemption Payment Date for the purposes of this Section 8(b) shall be the later of (i) five (5) Trading Days after the expiration of the Conversion Right Period or (ii) the receipt of a written notice from the Holder with the Holder’s wire instructions for remitting the Redemption Amount, provided, however, that the Holder’s shares of Preferred Stock shall be automatically redeemed after five Trading Days of the expiration of the Conversion Right Period. Notwithstanding the foregoing, the Corporation may only effect an optional redemption pursuant to this Section if each of the Equity Conditions shall have been met on each Trading Day occurring during the period commencing on the date of the Redemption Notice and through the Conversion Right Period and including the date on which payment is actually made (the “Equity Condition Period”). If any of the Equity Conditions shall cease to be satisfied during the Equity Condition Period, then a Holder may elect to nullify the Redemption Notice as to such Holder by notice to the Corporation within three (3) Trading Days after the first day on which any such Equity Condition has not been met (provided, that if, by a provision of the Transaction Documents, the Corporation is obligated to notify the Holders of the failure of an Equity Condition, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the Corporation) in which case the Redemption Notice shall be null and void, ab initio. The Corporation covenants and agrees that it will honor all Notices of Conversion through the date the redemption amount is paid in full.

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c) Effect of Redemption on Warrants. In accordance with the terms of the Warrants, upon receipt of any redemption amount by a Holder under this Section 8, such Holder shall, for each share of Preferred Stock redeemed by the Corporation, forfeit 75% of the Warrants issued as a result of the purchase of such redeemed share of Preferred Stock pursuant to the Purchase Agreement.

Section 9. Forced Conversion. Notwithstanding anything herein to the contrary, if after the effective date of the Capital Event (as defined in the Purchase Agreement) (i) the VWAP for each of any 10 consecutive Trading Day period, which 10 consecutive Trading Day period shall have commenced only after the effective date of the Capital Event (“Threshold Period”), exceeds $2.00 per share (subject to adjustments for splits, dividends and the like) and (ii) the daily dollar trading volume for each Trading Day during any Threshold Period exceeds $2,000,000 of shares of Common Stock per Trading Day, the Corporation may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to all Holders (a “Forced Conversion Notice” and the date such notice is delivered to all Holders, the “Forced Conversion Notice Date”) to cause each Holder to convert all or part of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice) plus all accrued but unpaid dividends thereon and all liquidated damages and other amounts due in respect of the Preferred Stock pursuant to Section 6, it being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the Forced Conversion Notice Date (such date, the “Forced Conversion Date”). The Corporation may not deliver a Forced Conversion Notice, and any Forced Conversion Notice delivered by the Corporation shall not be effective, unless all of the Equity Conditions have been met on each Trading Day during the applicable Threshold Period through and including the later of the Forced Conversion Date and the Trading Day after the date that the Conversion Shares issuable pursuant to such conversion are actually delivered to the Holders pursuant to the Forced Conversion Notice. Any Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 6, including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions.“

https://www.otcmarkets.com/filing/html?id=15226305&guid=bX3wkp-Ja1Q_h3h

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INPX Detailed Quote

INPX News: Current Report Filing (8-k)	05/16/2022 02:12:07 PM
INPX News: Quarterly Report (10-q)	05/16/2022 01:46:47 PM
INPX News: Inpixon Reports First Quarter 2022 Financial Results and Provides Business Update	05/16/2022 12:10:00 PM
INPX News: Inpixon Schedules First Quarter 2022 Financial Results and Business Update Conference Call	05/13/2022 04:30:00 AM
INPX News: Current Report Filing (8-k)	04/28/2022 01:25:41 PM

Inpixon (INPX)

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