As filed with the Securities and Exchange Commission on August 2, 2019
Form S-1/A Inpixon
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 2
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
(Primary Standard Industrial
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
(Address and telephone number of principal executive offices)
Chief Executive Officer
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
(Name, address and telephone number of agent for service)
Melanie Figueroa, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 262-6700
Facsimile: (212) 262-7402
Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.
CALCULATION OF REGISTRATION FEE
|Title of Each Class of Securities to be Registered|
| Amount of|
|Shares of common stock, $0.001 par value per share||$||15,000,000||$||1,818|
Series A warrants to purchase shares of common stock(3)
|Shares of common stock issuable upon exercise of the Series A warrants||$||18,000,000||$||2,182|
Series B warrants to purchase shares of common stock(3)
|Shares of common stock issuable upon exercise of the Series B warrants||$||18,000,000||$||2,182|
|Shares of Series 6 Convertible Preferred Stock||(4)|
Shares of common stock issuable upon conversion of the Series 6 Convertible Preferred Stock(3)
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED AUGUST 2, 2019
41,666,666 Shares of Common Stock
15,000 Shares of Series 6 Convertible Preferred Stock
Series A Warrants to Purchase up to 41,666,666 Shares of Common Stock
Series B Warrants to Purchase up to 41,666,666 Shares of Common Stock
We are offering $15.0 million of shares of our common stock, Series A warrants and Series B warrants.
Each share of our common stock is being sold together with a Series A warrant to purchase one share of common stock and a Series B warrant to purchase one share of common stock. Each warrant will have an exercise price per share of not less than 100% but not more than 120% of the combined public offering price per share and related warrants.
The Series A warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Series B warrants will be exercisable beginning on the earlier of (i) the date on which we file an amendment to our articles of incorporation to increase the number of authorized shares of our common stock to at least 500,000,000 shares or effect a reverse stock split of our issued and outstanding shares of common stock or (ii) we waive such restriction, in our sole discretion, and will expire on the fifth anniversary of the initial exercise date.
In addition, the Series A warrants also provide that, beginning 30 days after the original issuance date, such warrants may be exercised at the option of the holder on a cashless basis, in whole or in part, for all of the shares that would be received upon cash exercise, if on the date of exercise, the volume weighted average price of our common stock is lower than three times the then applicable exercise price per share. The shares of our common stock and the warrants are immediately separable and will be issued separately, but will be purchased together in this offering.
We are also offering to those purchasers, if any, whose purchase of our common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing common stock, to purchase shares of our newly designated Series 6 Convertible Preferred Stock, or Series 6 Preferred, convertible into a number of shares of common stock equal to $1,000 divided by the combined public offering price per share of common stock and related warrants set forth below.
Each share of Series 6 Preferred is being sold together with the equivalent number of Series A warrants and Series B warrants as would have been issued to such purchaser of Series 6 Preferred if they had purchased shares of common stock based on the combined public offering price per share and related warrants.
Pursuant to this prospectus, we are also offering the shares of common stock issuable upon the exercise of the warrants and the conversion of the Series 6 Preferred offered hereby.
Each share of Series 6 Preferred is convertible at any time at the option of the holder, provided that the holder will be prohibited from converting the Series 6 Preferred for shares of our common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding.
However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us.
We expect that
certain institutional investors in this offering will enter into leak-out agreements with us pursuant to which each such investor will agree to certain limits on sales by it of the shares of common stock purchased in this offering, including the shares of common stock issuable upon the exercise of the Series A warrants or Series B warrants and conversion of the Series 6 Preferred, to the extent applicable.
Our common stock is listed on The Nasdaq Capital Market under the symbol “INPX.” On July 30, 2019, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.36 per share.
[Amend] General form for registration of securities under the Securities Act of 1933
There is no established trading market for the warrants or the Series 6 Preferred and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the warrants or the Series 6 Preferred on any national securities exchange or other trading market. Without an active trading market, the liquidity of the warrants and the Series 6 Preferred will be limited.
The combined public offering price per share and related warrants will be determined between us, the underwriters and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our common stock.
Therefore, the recent market price of our common stock used throughout this prospectus may not be indicative of the actual combined public offering price.
We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
10-Q: SYSOREX, INC.
As an emerging growth company, we are able to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We chose to “opt out” of this provision. Therefore, we are subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Investing in our securities involves a high degree of risk.
See “Risk Factors” beginning on page 11 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|Per Share of Common Stock and Related|
| Per Share of Series 6 Preferred|
Public offering price
|Proceeds to us, before expenses||$||$||$|
See “Underwriting” on page 42 for additional disclosure regarding the compensation payable to underwriters.
We anticipate that delivery of the shares of common stock, the shares of Series 6 Preferred and the related warrants against payment will be made on or about , 2019.
Joint Book-Running Managers
Maxim Group LLC
The date of this prospectus is , 2019
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus and in the documents incorporated by reference herein or any amendment hereto or any free writing prospectus prepared by us or on our behalf.
We have not, and the underwriters have not, authorized anyone to provide you with different information.
Date of sysorex ipo
If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell or soliciting an offer to buy the securities offered hereby in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus, the documents incorporated by reference herein or any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus, the documents incorporated by reference herein or any authorized free writing prospectus or the time of issuance or sale of any securities.
Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus, the documents incorporated by reference herein and any free writing prospectus that we have authorized for use in connection with this offering in their entirety before making an investment decision.
We are offering to sell, and seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you.
Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus contains market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information.
Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and any related free writing prospectus.
Accordingly, investors should not place undue reliance on this information.
Our logo and some of our trademarks used in this prospectus remain our intellectual property.
This prospectus also includes trademarks, tradenames, and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the TM symbol, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.
Unless otherwise stated or the context otherwise requires, the terms “Inpixon,” “we,” “us,” “our” and the “Company” refer collectively to Inpixon and its subsidiaries.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties.
You should not place undue reliance on these forward-looking statements.
Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in the “Prospectus Summary,” “Use of Proceeds” and “Risk Factors” sections. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimates,” “expects,” “intends,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this prospectus, regarding, among other things:
our limited cash and our history of losses;
our ability to achieve profitability;
our limited operating history with recent acquisitions;
risks related to our proposed acquisition of Jibestream Inc.;
our ability to successfully integrate companies we acquire;
emerging competition and rapidly advancing technology in our industry that may outpace our technology;
customer demand for the products and services we develop;
the impact of competitive or alternative products, technologies and pricing;
our ability to manufacture any products we develop;
general economic conditions and events and the impact they may have on us and our potential customers;
our ability to obtain adequate financing in the future;
our ability to continue as a going concern;
our ability to consummate strategic transactions, which may include acquisitions, mergers, dispositions or investments;
uncertainty relating to the ongoing SEC investigation; and
our success at managing the risks involved in the foregoing items.
These risks are not exhaustive.
Other sections of this prospectus, including the documents incorporated by reference herein, may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.
You should read this prospectus with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect.
Except as required by law, we undertake no obligation to update publicly any forward looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.
We qualify all of our forward-looking statements by these cautionary statements.
The following summary highlights information contained elsewhere or incorporated by reference in this prospectus.
This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the matters discussed under the heading “Risk Factors” in this prospectus.
We are a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics, sometimes referred to herein as “IPA,” for businesses and governments in the connected world.
Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide.
Inpixon Indoor Positioning Analytics offer:
Inpixon Indoor Positioning Analytics can assist all types of establishments, including brands, retailers, shopping malls and shopping centers, hotels and resorts, gaming operators, airports, healthcare facilities, office buildings and government agencies, by providing greater security, gaining better business intelligence, increasing consumer confidence and reducing risk while being compliant with applicable “Personal Identifiable Information” regulations.
Our Products and Services
We provide the following products and services that may be used by any number of businesses and government agencies, including but not limited to, commercial offices, retail locations, airports, hospitals, financial institutions, hospitality venues and educational institutions.
Inpixon Intelligence (formerly AirPatrol ZoneAware)