Section 1.01 Entering into a Material Definitive Agreement.
At-The-Market (ATM) Program
and declared effective on
Sales of Shares through Maxim, if any, will be made by any method deemed to be an “at market” offer as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market, or any other existing trading market for the Company’s common stock or to or through a market marker. Maxim may also sell the Shares by any other method permitted by law, including through privately negotiated transactions. Maxim will also have the right, in its sole discretion, to purchase Company Shares as principal for its own account at a price and subject to any other terms and conditions agreed at the time of sale. Maxim will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase Shares on the terms and subject to the conditions set forth in the Sale Agreement. The Company will pay Maxim a commission, in cash, for its services as agent in the sale of the Shares. Maxim will be entitled to compensation at a fixed commission rate of 3.0% of the gross sale price per share sold. In addition, the Company has agreed to reimburse Maxim for its costs and disbursements incurred in connection with its services, including the fees and disbursements of its legal counsel.
The Company is under no obligation to effect any sales of Shares under the Sale Agreement and no assurance can be given that the Company will sell Shares under the Sale Agreement, or if it does so, as to the price or the amount of Shares which the Company will sell, or the dates on which such sales will take place. The Sale Agreement will continue until the first of (i) twelve (12) months following the date of the Sale Agreement, (ii) the sale of Shares having an aggregate offering price of
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Schedule 10.1 hereto and is incorporated herein by reference. A copy of the notice of
This disclosure does not constitute an offer to sell or the solicitation of an offer to buy the securities mentioned herein, and there will be no offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Note Purchase agreement and promissory note
which the Company has agreed to pay to the Holder to cover the Holder’s legal fees, accounting fees, due diligence, monitoring and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of
The holder is an affiliate of the holder of an outstanding promissory note of the Company issued on
The terms of the Note include:
Interest. Interest on the Note accrues at the rate of 10% per annum and is payable on the Maturity Date or otherwise in accordance with the Note.
Prepayment. The Company may pay all or part of the amount due earlier than it is due; provided that in the event the Company chooses to prepay all or part of the Outstanding Balance, it will pay the Holder 115% of the portion of the Outstanding Balance that the Company chooses to prepay.
Redemption. From the date which falls 6 months after the date of issue and at . . .
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Section 1.01 of this Current Report on Form 8-K, to the extent required by this Section 2.03, is incorporated herein by reference.
Item 3.02 Unrecorded Sales of
The information contained below in point 8.01 with regard to the ordinary shares issued to the holder of the
3 Item 8.01 Other Events.
Since filing its quarterly report on Form 10-Q for the quarterly period ended
(“CVH”). The Company is a member of CVH. CVH holds certain interests in the sponsor entity (the “Sponsor”) of a special purpose acquisition company (the “SPAC”). The loan bears no interest and is due and payable in full on the earliest of the following dates: (i) the date on which the SPAC must complete a merger, an exchange of capital, an acquisition of assets, a purchase of shares , a reorganization or a similar business combination with one or more companies (a “Business Combination”), and (ii) immediately before the date of completion of the SAVS Business Combination, unless accelerated in the event of the occurrence of an event of default.
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description 4.1 Promissory Note, dated as of
July 22, 2022. 5.1 Opinion of Mitchell Silberberg & Knupp LLP, dated July 22, 2022. 10.1 Equity Distribution Agreement, dated as of July 22, 2022, between Inpixonand Maxim Group LLC. 10.2* Note Purchase Agreement, dated as of July 22, 2022. Consent of Mitchell Silberberg & Knupp LLP(included in Exhibit 23.1 5.1). Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
* Certain schedules, exhibits and similar attachments have been omitted in accordance with
in Rule SK 601(a)(5).
copies of such additional omitted documents upon request by the
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