Business Context and Reporting Period
This Form 8-K was filed by Inpixon (trading symbol: INPX) on August 19, 2020. The report details the entry into material definitive agreements and the completion of an asset acquisition on the same date. The company is incorporated in Nevada and its common stock is registered on The Nasdaq Capital Market.
Key Financial Metrics and Transaction Details
The filing focuses on a specific transaction rather than periodic financial performance. Key financial terms include:
- Acquisition Consideration: $1.5 million in cash plus 480,000 shares of Inpixon common stock.
- Consulting Fees: $22,916 per month for transition services.
- Share Count: 42,259,313 shares of common stock outstanding following the issuance of shares for the acquisition.
- Financial Statements: The company determined the acquisition does not constitute a business or a significant amount of assets; therefore, no financial statements or pro forma information are required.
Material Changes and Agreements
On August 19, 2020, Inpixon executed three primary agreements:
- Asset Purchase Agreement (APA): Inpixon acquired "blue-dot" indoor location and motion technologies, including patents, trademarks, and software, from Ten Degrees Inc., Ten Degrees International Limited, mCube International Limited, and mCube, Inc. (collectively, the "Transferors").
- Consulting Agreement: mCube agreed to provide transition and product development consulting services for an initial period of 180 days, extendable at Inpixon's discretion.
- Reseller and Development License Agreement: Inpixon appointed mCube as a reseller of its products in Asia for a minimum term of three years. mCube also received a limited, royalty-free license to modify and improve the acquired intellectual property, with derivative works owned by Inpixon.
Outlook, Risks, and Contingencies
Non-Compete and Non-Solicit: The Transferors agreed not to compete with Inpixon regarding the acquired assets for five years. Both parties agreed not to solicit each other's employees for one year. Additionally, mCube agreed not to provide services to competitors for the duration of the Reseller Agreement term plus two years thereafter.
Regulatory Status: The issuance of 480,000 shares was not registered under the Securities Act, relying on an exemption for private transactions under Section 4(a)(2).
Confidentiality: Certain portions of the Reseller and Development License Agreement were omitted from the public filing as they were deemed confidential and competitively harmful.
Investor Verification Checklist
- Verify the valuation of the 480,000 shares issued based on the market price on August 19, 2020.
- Review the full text of the Asset Purchase Agreement (Exhibit 2.1) for specific representations, warranties, and indemnification limitations.
- Confirm the strategic fit of the "blue-dot" technology with Inpixon's existing product portfolio.
- Monitor the execution of the consulting services and the reseller performance in the Asian market over the next 180 days.