10-Q/A: Quarterly report pursuant to Section 13 or 15(d)
Published on June 11, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 001-36404
SYSOREX GLOBAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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88-0434915
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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3375 Scott Blvd., Suite 440
Santa Clara, CA 95054
(Address of principal executive offices)(Zip Code)
(408) 702-2167
(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 19,520,928 shares of common stock, par value $0.001 per share, outstanding as of June 6, 2014.
SYSOREX GLOBAL HOLDINGS CORP.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Sysorex Global Holdings CorpQuarterly Report on Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on May 15, 2014 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following eXtensible Business Reporting Language (XBRL) interactive data files that were omitted from the Form 10-Q:
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) Exhibits required by Item 601 of Regulation S-K.
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Exhibit
No.
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Description | |
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2.1
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Asset Purchase and Merger Agreement, effective March 1, 2013, by and among Sysorex Global Holdings Corp., Lilien, LLC and Lilien Systems. (1)(2)
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2.2
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Agreement of Merger dated March 20, 2013 by and between Lilien Systems and Sysorex Acquisition Corporation. (1)
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2.3
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Agreement and Plan of Merger between Sysorex Global Holdings Corp. and Shoom, Inc. (3)
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2.4
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Agreement and Plan of Merger dated as of December 20, 2013, by and among Sysorex Global Holdings Corp., AirPatrol Corporation, AirPatrol Acquisition Corp. I, AirPatrol Acquisition Corp. II, and Shareholder Representative Services LLC. (4)(5)
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2.5
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Amendment No. 1 to Agreement and Plan of Merger dated February 28, 2014 with AirPatrol Corporation. (6)
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2.6
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Amendment No. 2 to Agreement and Plan of Merger dated April 18, 2014 with AirPatrol Corporation. (7)
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3.1(i)
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Articles of Incorporation. (1)
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3.1(ii)
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Certificate of Amendment to the Articles of Incorporation, effective April 8, 2014. (8)
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3.2
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Bylaws. (1)
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3.3
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Articles of Merger between AirPatrol Acquisition Corp. I and AirPatrol Corporation (as surviving corporation), effective on April 18, 2014. (7)
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3.4
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Articles of Merger between AirPatrol Corporation and AirPatrol Acquisition Corp. II (as surviving corporation), effective on April 18, 2014. (7)
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4.1
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Business Financing Agreement dated March 15, 2013 by and among the Sysorex Government Services, Inc., Lilien Systems and Bridge Bank, N.A. (1).
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4.2
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Warrant to purchase common stock dated March 20, 2013 held by Bridge Bank N.A. (1)
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4.3
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Amendment to Business Financing Agreement, Waiver of Default and Consent dated as of August 29, 2013 between the Sysorex Global Holdings Corp. and Bridge Bank, N.A.(3)
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4.4
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Amendment 2 to Business Financing Agreement, Waiver of Default and Consent dated as of May 13, 2014 to be effective as of April 16, 2014 between Sysorex Global Holdings Corp. and Bridge Bank, N.A.(9)
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10.1
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Amended Secured Promissory Note dated February 28, 2014 from AirPatrol Corporation to Sysorex Global Holdings Corp. (6)
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10.2
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Securities Purchase Agreement dated February 24, 2014 between Sysorex Global Holdings Corp. and Geneseo Communications, Inc. (6)
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31.1
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Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.*
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31.2
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Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.*
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32.1
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Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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32.2
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Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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99.1
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Press Release announcing 2014 First Quarter Results Issued May 15, 2014(9)
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101.INS
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XBRL Instance Document*
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| 101.SCH | XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* |
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*
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Filed herewith
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(1)
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Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-190574) filed with the SEC on August 12, 2013.
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(2)
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The schedules to Exhibit 2.1 were not filed with the Registration Statement (No. 333-190574) as they contain due diligence information which the Registrant does not believe is material to an investment decision and which is otherwise described in the Registration Statement including the audited financial statements of Lilien LLC and Lilien Systems.
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(3)
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Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-191648) filed with the SEC on October 9, 2013.
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(4)
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Incorporated by reference to the Company’s Amendment No. 3 to its Registration Statement on Form S-1 (No. 333-191648) filed with the SEC on January 21, 2014.
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(5)
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The schedules to Exhibit 2.4 were not been filed with the Registration Statement as they contain due diligence information which the Registrant does not believe is material to investors and which is otherwise described in the Registration Statement including the audited financial statements of AirPatrol Corporation.
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(6)
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Incorporated by reference to the Company’s Amendment No. 4 to the Registration Statement (No. 333-191648) filed with the SEC on March 13, 2014.
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(7)
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Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2014.
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(8)
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Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2014.
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| (9) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SYSOREX GLOBAL HOLDINGS CORP.
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Dated: June 10, 2014
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By:
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/s/ Nadir Ali
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Nadir Ali
Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Wendy F. Loundermon
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Wendy F. Loundermon
Chief Financial Officer
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(Principal Financial and Accounting Officer)
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