Section 1.01 Entering into a Material Definitive Agreement.

At-The-Market (ATM) Program

On July 22, 2022, InPixon (the “Company”) has entered into a share distribution agreement (the “Sale Agreement”) with Maxim Group LLC (“Maxim”) pursuant to which the Company may offer and sell common shares having an aggregate offering price of up to $25 million (the “Shares”) from time to time through Maxim, acting exclusively as the selling agent of the Company (the “Offer”). The Company intends to use the net proceeds of the Offering primarily for working capital and general corporate purposes. The Company may also use a portion of the net proceeds to invest in or acquire businesses or technologies that it deems complementary to its own, although the Company currently has no plans, commitments or agreements regarding acquisitions as of the date of the Report on Form 8-K. All Shares offered and sold under the Offer will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-256827) filed with the Security and Exchange Commission on June 4, 2021
and declared effective on June 17, 2021 (the “Form S-3”), the base prospectus dated June 17, 2021 included in Form S-3 and the Prospectus Supplement relating to the offering to be filed with the SECOND on July 22, 2022.

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 $25 millionand (iii) termination by the Agent or the Company on 15 days written notice or otherwise in accordance with the terms of the Sales Agreement.

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 Mitchell Silberberg & Knupp LLPBoard of the Company, relating to the validity of the ordinary shares to be issued under the Offer, is filed as Schedule 5.1 hereto.

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

On July 22, 2022the Company has entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (the “Holder”), pursuant to which the Company has agreed to issue and sell to the Holder an unsecured promissory note (the “Note”) for an aggregate initial amount of
$6,465,000 (the “Initial Principal Amount”), which is payable no later than the date which is 12 months after the date of issue (the “Maturity Date”). The initial capital includes an initial issue discount of $1,450,000 and $15,000
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 $5,000,000
(the transaction”).

The holder is an affiliate of the holder of an outstanding promissory note of the Company issued on March 18, 2020 (there “March 2020 Note”) with a current outstanding balance at July 22, 2022 of about $1.7 million.

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 Equity securities.

From July 20, 2022the Company has a total of 160,057,607 ordinary shares issued and outstanding, which includes the issuance of ordinary shares of the Company described in point 8.01 below.

The information contained below in point 8.01 with regard to the ordinary shares issued to the holder of the March 2020 The note is incorporated by reference into this Section 3.02. The offer and sale of these shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of an exemption from registration under section 3(a)(9) of the Securities Act, in that (a) the common shares are issued in exchange for the shared notes which are outstanding securities of the
Company; (b) there is no additional consideration of value delivered as part of the exchanges; and (c) no commission or other compensation is paid by the Company in connection with the exchanges.


Item 8.01 Other Events.

Since filing its quarterly report on Form 10-Q for the quarterly period ended March 31, 2022 on May 16, 2022the Company issued a total of 7,581,252 common shares to the holder of the March 2020 Note in each case at a price per share equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) for a weighted average price per share equal to approximately $0.16 under swap agreements whereby the Company and the holder have agreed to (i) share new promissory notes in the form of March 2020 Note in the total original principal amount equal to
$1,250,000 then result in the outstanding balance of the March 2020 Note to be reduced by a total of $1,250,000; and (ii) exchange the Partitioned Notes for delivery of Common Shares.

On July 1, 2022the company lent $150,000 at Cardinal Venture Holdings LLC
(“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. Nadir AliChief Executive Officer and Director of the Company, is also a member of CVH through 3amLLC, which may, in certain circumstances, be able to manage the affairs of CVH.

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
              Inpixon and 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). InPixon undertakes to provide

copies of such additional omitted documents upon request by the SECOND.


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