Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events

Note 17 - Subsequent Events


Series 4 Preferred Share Conversions


Subsequent to June 30, 2018, 994.5624 shares of Series 4 Preferred were converted into 5,590,570 shares of the Company’s common stock.


Inpixon USA Reorganization and Name Change


On July 26, 2018, solely for the purpose of reincorporating the Company into the State of Nevada, Inpixon formed a wholly owned subsidiary in the State of Nevada named “Sysorex, Inc.” which was merged with Inpixon USA and resulted in the Company being reincorporated in the State of Nevada under the name “Sysorex, Inc.” (“Reincorporation”). At the effective time of the Reincorporation, all of the 3,950,000 issued and outstanding shares of common stock, no par value per share, of Inpixon USA were converted into and exchanged for an aggregate of 39,999,000 fully-paid and non-assessable shares of common stock, par value $0.00001 per share, of Sysorex.


Separation Agreement


On August 7, 2018, the Company entered into a Separation and Distribution Agreement (the “Separation Agreement”) with its wholly-owned subsidiary, Sysorex, governing the proposed separation (the “Spin-off”) of the Company’s IT consulting and value-added reseller business (the “VAR business”).


The Separation Agreement incorporates a step plan which provides for the transfer of entities, assets and liabilities at the effective time on the date of the Spin-off pursuant to which (i) the Company will contribute to Sysorex all of the outstanding equity interests of the Sysorex subsidiary entities, (ii) the Company will contribute to Sysorex the “Contributed Cash”, as such term is defined in the Separation Agreement, which includes $2 million in cash held by the Company that will be contributed to Sysorex before the Spin-off (which amount shall be reduced by the aggregate amount of certain operating and other expenses of Sysorex that have been or will be satisfied by the Company from June 30, 2018 through the date of the Spin-off), (iii) the Company will transfer certain assets to Sysorex and Sysorex will assume certain of the Company’s liabilities and (iv) Sysorex will contribute to the Company certain assets and liabilities related to the Company’s indoor positioning analytics business.


One share of Sysorex common stock for every three shares of the Company’s common stock outstanding or issuable upon complete conversion of the preferred stock or exercise of certain warrants outstanding as of the record date will be distributed as a stock dividend to holders of the Company’s common stock, preferred stock and certain warrants of record as of August 21, 2018. Holders of stock options and other awards under the Company’s equity plans will participate in the Spin-off in accordance with an employee matters agreement and the terms of such securities.