Business Context and Reporting Period
This Form 8-K was filed by Inpixon (trading symbol: INPX) on June 20, 2019. The report details a material definitive agreement entered into on the same date regarding the restructuring of a portion of the company's outstanding debt.
Key Financial Metrics and Transaction Details
- Debt Restructuring: The company entered into an Exchange Agreement to convert $200,000 of its outstanding promissory note balance into equity.
- Total Outstanding Note Balance: As of June 20, 2019, the total outstanding balance on the Original Note was $1,425,203.02.
- Equity Issuance: The company issued 317,461 shares of common stock (Exchange Shares) to the Note Holder.
- Effective Price: The exchange was executed at an effective price of $0.63 per share.
- Capital Structure (as of June 20, 2019):
- Common Stock Outstanding: 10,870,183 shares (including Exchange Shares).
- Series 4 Convertible Preferred Stock: 1 share (convertible into 202 common shares).
- Series 5 Convertible Preferred Stock: 421 shares (convertible into approximately 126,427 common shares).
- Warrants Outstanding: 112,800 shares exercisable at $3.33 per share.
Note: This filing does not provide revenue, profit, cash flow, or margin data.
Material Changes
The primary material change is the reduction of the company's debt obligation by $200,000 and the corresponding increase in outstanding common shares by 317,461. The remaining balance of the Original Note was reduced by the Exchange Amount.
Guidance, Risks, and Unusual Items
- Unregistered Sale: The issuance of Exchange Shares was not registered under the Securities Act of 1933, relying on an exemption under Section 3(a)(9) as an exchange of securities with no additional consideration or commissions paid.
- Settlement Terms: Exchange Shares were to be delivered on or before June 21, 2019, contingent upon the Note Holder surrendering the Partitioned Note upon approval for public resale.
- Counterparty: The Note Holder is identified as Iliad Research and Trading, L.P.
Investor Verification Checklist
- Verify the remaining outstanding balance of the Original Note after the $200,000 reduction.
- Confirm the final delivery of the 317,461 Exchange Shares to the Note Holder.
- Review the full text of the Exchange Agreement (Exhibit 10.1) for covenants or conditions not summarized here.
- Assess the dilution impact of the 317,461 new shares relative to the total outstanding count of 10,870,183.