On December 23, 2019, 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 $3,016,768.97 as of December 23, 2019, 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 $546,000 and then cause the outstanding balance to be reduced by $546,000; and (ii) exchange the partitioned note for the delivery of 7,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an effective price per share equal to $0.078.The shares of Common Stock will be delivered to CVP on or before December 26, 2019 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 $4.14 million as of December 11, 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 $1.19 million as of December 11, 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 $957,500 as of December 11, 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.
, which includes the issuance of the shares of Common Stock pursuant to the exchange agreement and an additional 9,083,000 shares of Common Stock in connection with the final closing of its ATM (as defined below) offering on or around December 24, 2019, (ii) 1 share of Series 4 Convertible Preferred Stock which is convertible into 202 shares of Common Stock, (iii) 126 shares of Series 5 Convertible Preferred Stock which are convertible into approximately 37,838 shares of Common Stock (subject to rounding for fractional shares), (iv) warrants to purchase up to 112,800 shares of Common Stock issued on January 15, 2019 in connection with the Company’s rights offering, exercisable at $3.33 per share, and (v) Series A warrants to purchase up to 213,700 shares of Common Stock issued on August 15, 2019 in connection with the Company’s public offering and exercisable at $0.2775 per share.
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Item 8.01 Other Events.
The Company has completed all sales of its Common Stock pursuant to its at-the-market (“ATM”) offering with Maxim Group LLC as the exclusive sales agent. From October 16, 2019 through December 20, 2019, Inpixon sold an aggregate of 66,190,493, shares of Common Stock, which includes those shares to be issued in connection with the final closing of the ATM offering on or around December 24, 2019, at a weighted average price of approximately $0.10 per share resulting in net proceeds of approximately $6.2 million to the Company after deduction of sales commissions equal to 4.5% of the gross sales. The Company raised total aggregate gross proceeds of approximately $6.5 million in connection with the ATM offering.
The shares in the ATM offering were sold pursuant to a shelf registration statement declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2018 and a prospectus supplement filed with the SEC on October 11, 2019.