Business Context and Reporting Period
This Form 8-K is filed by Inpixon (trading symbol: INPX) on November 9, 2023. The filing addresses two primary matters: the announcement of financial results for the quarter ended September 30, 2023, and a critical notice regarding the potential delisting of the Company's common stock from The Nasdaq Capital Market.
Key Financial Metrics
The filing references a press release (Exhibit 99.1) containing financial results for the quarter ended September 30, 2023, but does not explicitly state specific revenue, profit, cash flow, or margin figures within the text of this 8-K. The Company notes the use of non-GAAP financial information in its communications, with reconciliations provided in the attached exhibit.
Material Changes and Listing Status
The most significant material change reported is the Company's failure to maintain Nasdaq listing requirements due to low stock price:
- Low-Priced Stocks Rule Violation: As of November 8, 2023, the Company's closing bid price was $0.10 or less for ten consecutive trading days.
- Delisting Determination: Nasdaq issued a Staff Delisting Determination effective November 20, 2023, unless an appeal is filed.
- Appeal Process: The Company intends to request a hearing before the Nasdaq Hearings Panel by November 16, 2023. Trading will continue pending the hearing outcome.
- Remediation Plan: The Company plans to effect a reverse stock split (ratio between 1-for-2 and 1-for-50, approved by stockholders on September 29, 2023) to regain compliance. The Company also intends to seek an increased reverse split ratio to satisfy initial listing requirements for a proposed transaction with XTI Aircraft Company.
Outlook, Management Commentary, and Risks
Management has announced a planned spin-off of its UK SAVES business into a new subsidiary, Grafiti Holding Inc., followed by a proposed business combination with Damon Motors Inc. The Company anticipates closing the transaction with XTI Aircraft Company prior to the end of 2023, which is expected to help cure bid price deficiencies.
Risks and Contingencies:
- There is no assurance that a hearing will be granted or that a favorable decision will be obtained from the Nasdaq Hearings Panel.
- There is no guarantee that a reverse stock split will successfully enable the Company to maintain its listing.
- Forward-looking statements regarding the XTI transaction and listing compliance are subject to significant uncertainties.
Investor Verification Checklist
- Verify the specific financial results for the quarter ended September 30, 2023, in the attached Exhibit 99.1 press release, as this 8-K does not contain the numerical data.
- Monitor the status of the appeal to the Nasdaq Hearings Panel, with a decision expected approximately 30 to 45 days after the hearing request.
- Confirm the final reverse stock split ratio and the timing of its implementation.
- Track the progress of the proposed business combination with XTI Aircraft Company and the spin-off of Grafiti Holding Inc.