Business Context and Reporting Period
This Form 8-K Current Report, dated January 24, 2021, is filed by Inpixon (trading symbol: INPX), a Nevada corporation. The filing details the entry into a Material Definitive Agreement for a registered direct offering of securities. The company's principal executive offices are located in Palo Alto, California.
Key Financial Metrics and Transaction Details
- Gross Proceeds: The company expects to receive approximately $30 million in gross proceeds from the offering, before deducting placement agent fees and offering expenses.
- Offering Price: The combined offering price is $1.55 per share.
- Securities Issued:
- 5,800,000 shares of Common Stock.
- Warrants to purchase up to 19,354,838 shares of Common Stock (Purchase Warrants) at an exercise price of $1.55 per share.
- Pre-funded warrants to purchase up to 13,554,838 shares of Common Stock (Pre-Funded Warrants) at a purchase price of $1.549 and an exercise price of $0.001 per share.
- Placement Agent Fees: Maxim Group LLC will receive a cash fee of 7% of the aggregate gross proceeds, plus reimbursement of certain expenses and legal fees.
- Existing Debt: The filing references an unsecured promissory note issued on March 18, 2020, with an aggregate initial principal amount of $6,465,000.
Material Changes and Agreements
The primary material change is the execution of a Securities Purchase Agreement with an institutional investor. Key terms include:
- Standstill Period: The Company agreed not to issue additional shares or file new registration statements (with specific exceptions) for 85 days following the closing or until the aggregate trading volume exceeds $500 million, whichever is shorter.
- Ownership Limitations: Holders are restricted from exercising warrants if it would result in ownership exceeding 9.99% of outstanding Common Stock, unless a notice is provided to increase the limit (effective after 61 days).
- Waiver: The Company received a one-time waiver of a prior 60-day standstill period from the same Purchaser under a November 25, 2020 agreement.
- Closing Date: Expected on or about January 27, 2021.
Guidance, Risks, and Contingencies
The filing contains forward-looking statements regarding the closing of the offering and the company's plans. Management notes that the closing is subject to customary conditions and there is no assurance these will be satisfied. Actual results may differ materially from expectations. The filing does not provide specific financial guidance, revenue forecasts, or margin projections for future periods.
Investor Verification Checklist
- Verify the final closing date and actual gross proceeds received after deducting the 7% placement fee and expenses.
- Confirm the dilution impact of the 5,800,000 shares and the potential exercise of 32,909,676 total warrants (Purchase and Pre-Funded).
- Review the terms of the $6,465,000 promissory note to understand conversion mechanics and interest obligations.
- Monitor the 85-day standstill period restrictions on future capital raises.
- Check subsequent filings for the final prospectus supplement and any changes to the offering structure.