Business Context and Reporting Period
This Form 8-K was filed by Inpixon (INPX) on August 14, 2017. The filing reports the entry into a material definitive agreement involving a loan facility and a deficiency notice regarding NASDAQ listing standards. Note: The request metadata lists "XTI Aerospace, Inc.", but the filing text explicitly identifies the registrant as "Inpixon".
Key Financial Metrics and Agreements
- Loan Facility: Entered into an Amended and Restated Loan and Security Agreement with Payplant Alternatives Fund LLC. The facility allows for revolving loans up to 80% of the face value of purchase orders received.
- Initial Borrowing: Issued an initial promissory note on August 14, 2017, in the principal amount of $995,472.61.
- Interest Rate: Loans accrue interest at a rate of 2% per 30-day period (calculated on a 360-day year basis).
- Default Interest: In the event of default, interest accrues at the base rate plus 0.42% per 30 days.
- Prepayment: Loans may be prepaid with a premium of at least 30 days of interest.
- Collateral: The Company granted a security interest in all of its personal property to secure the indebtedness.
Material Changes and Events
- Assignment of Debt: Gemcap Lending I, LLC sold and assigned its rights to the previous loan agreement to Payplant for a purchase price of $1,402,770.16.
- Financing Restrictions: Under the new Client Agreement, the Company cannot raise additional financing without Payplant's approval, with exceptions for equity or convertible equity financings where the Company can force conversion.
- NASDAQ Deficiency: Received a deficiency letter from NASDAQ for failing to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days.
Outlook, Risks, and Contingencies
- Delisting Risk: Inpixon has a 180-day grace period (until February 12, 2018) to regain compliance with the $1.00 minimum bid price requirement. Failure to comply may result in delisting, though a second 180-day period may be available if the Company demonstrates it meets other listing standards and proposes a cure (e.g., reverse stock split).
- Events of Default: The Loan Agreement defines strict events of default, including failure to pay, incorrect representations, liquidation, failure to pay other indebtedness, or a change in beneficial ownership of more than 30% of voting stock without consent.
- Acceleration: Upon an event of default, the Lender may declare the entire unpaid principal and accrued interest immediately due and payable.
Investor Verification Checklist
- Verify the current stock price trend to assess the likelihood of regaining NASDAQ compliance by February 12, 2018.
- Review the full text of the Loan Agreement (Exhibit 10.1) for specific covenants and financial maintenance requirements not detailed in the summary.
- Confirm the status of the Company's purchase order book, as the loan availability is tied to 80% of purchase order face value.
- Monitor for any announcements regarding a reverse stock split or other capital structure changes intended to cure the listing deficiency.
- Check for any subsequent filings regarding the repayment of the initial $995,472.61 note or additional borrowings under the facility.