UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2023
INPIXON
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-36404 |
|
88-0434915 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
2479
E. Bayshore Road, Suite 195
Palo Alto, CA |
|
94303 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (408) 702-2167
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock |
|
INPX |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial
Condition.
On August 14, 2023, Inpixon
issued a press release regarding its financial results for the quarter ended June 30, 2023 and announced that it will provide a business update as well as a presentation
by the management of XTI Aircraft Company (“XTI”) following the recently announced definitive merger agreement between Inpixon
and XTI.
The press
release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein, and the description of
the press release is qualified in its entirety by reference to such Exhibit.
The information furnished
with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Inpixon is making reference
to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided
in the attached Exhibit 99.1 press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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 hereunto
duly authorized.
| |
INPIXON |
| |
|
| Date: August 14, 2023 |
By: |
/s/ Nadir Ali |
| |
Name: |
Nadir Ali |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
News Release
Inpixon Reports Second Quarter 2023 Financial
Results
and Provides Business Update
Entered into a Definitive Merger Agreement
with XTI Aircraft;
Merger Expected to be Completed during the Fourth Quarter of 2023
Business Update Presentation with XTI Aircraft
Management
to be Held Today at 4:30 p.m. ET
PALO ALTO, Calif., August 14, 2023/PRNewswire/ -- Inpixon® (Nasdaq:
INPX), a leading provider of real-time location systems (RTLS), today provided a business update and reported financial results for the
second quarter ended June 30, 2023.
“During the second quarter we continued our work to explore,
identify, and pursue strategic alternatives with the goal of delivering additional value for our shareholders,” commented Nadir
Ali, CEO of Inpixon. “Towards this end, we’re excited to have recently announced entering into a definitive merger agreement
with XTI Aircraft, an innovative aviation company developing a vertical lift crossover airplane (VLCA). We believe this transaction will
be transformational for Inpixon and XTI, resulting in a public company that will be engaged in both advancing the TriFan 600, a fixed
wing, vertical takeoff and landing (VTOL) aircraft, and in offering RTLS solutions to industrial markets. With over 700 conditional pre-orders[1],
representing the potential for gross revenues of approximately $7.1 billion[2], we believe there is a strong demand for the TriFan 600,
and a compelling opportunity for Inpixon and its stockholders. We are enthusiastic about the potential of the combined company and anticipate
closing the transaction during the fourth quarter of 2023.
“Inpixon improved its gross margins during the quarter as a
result of lower cost of goods within the IIoT and SAVES business lines. With RTLS enabling customers to digitally track the location
of assets, our customers can locate, learn, and leverage information to make data-driven business decisions. In addition, we have preserved
a solid balance sheet with over $15.7 million in cash and cash equivalents as of June 30, 2023. Overall, we believe we are undertaking
activities that have the potential to provide additional value for shareholders, and I would strongly encourage all our investors to
participate in the business update presentation this afternoon, which will include an overview of XTI provided by its management team,”
concluded Mr. Ali.
| [1] | Conditional pre-orders refers to a combination of aircraft
purchase agreements, non-binding reservation deposit agreements, and options. |
| [2] | Based on XTI’s current list price of $10 million per
aircraft and assuming XTI is able to execute on the development program for the TriFan, secure FAA certification, and deliver the aircrafts. |
Financial Results
Revenues for the three and six months ended June 30, 2023 were $2.1
million and $5.2 million, respectively, compared to $2.6 million and $5.2 million, respectively, for the comparable periods in the prior
year. This quarter-over-quarter decrease was primarily attributable to the decrease in Indoor Intelligence sales due to delayed shipments
and lower sales for the SAVES product line. Gross profit for the three and six months ended June 30, 2023 was $1.7 million and $4.0 million,
respectively, compared to $1.7 million and $3.6 million for the 2022 respective periods. The gross profit margin for the three and six
months ended June 30, 2023, was 81% and 77%, compared to 67% and 68% for the three and six months ended June 30, 2022, respectively.
This increase in gross margin was primarily due to the lower cost of revenues on the SAVES product line.
Operating expenses for the three months ended June 30, 2023 were $8.3
million and $11.1 million for the comparable period ended June 30, 2022. This decrease of approximately $2.8 million is primarily attributable
to the $2.0 million of goodwill impairment in the three months ended June 30, 2022 and lower compensation, professional fees and legal
expenses in the three months ended June 30, 2023. Operating expenses for the six months ended June 30, 2023 were $18.8 million and $22.2
million for the comparable period ended June 30, 2022. This decrease of $3.4 million is primarily attributable to the $2.0 million of
goodwill impairment in the six months ended June 30, 2022, lower stock-based compensation and professional fees in the six months ended
June 30, 2023 offset by $1.4 million of transaction costs in the 2023 period.
Net loss from continuing operations for the three months ended June
30, 2023 was $7.33 million compared to $8.97 million for the comparable period in the prior year. This decrease in loss of approximately
$1.6 million was primarily attributable to the goodwill impairment of $2.0 million in the three months ended June 30, 2022 and lower
operating expenses in the three months ended June 30, 2023. Net loss from continuing operations for both the six months ended June 30,
2023 and 2022, was $19.7 million. Non-GAAP Adjusted EBITDA for the three and six months ended June 30, 2023 was a loss of $5.0 million
and $9.9 million, respectively, compared to a loss of $5.2 million and $11.7 million for the prior year periods, respectively. Non-GAAP
Adjusted EBITDA is defined as net income or loss before interest, provision for income taxes, depreciation and amortization plus adjustments
for other income or expense items, non-recurring items and non-cash items including stock-based compensation.
Proforma non-GAAP net loss per basic and diluted common share for
the three and six months ended June 30, 2023 was a loss of $0.18 and $0.79, respectively, compared to a loss of $2.72 and $5.88 for the
prior year periods. Non-GAAP net loss per share is defined as net loss per basic and diluted share adjusted for non-cash items including
stock-based compensation, amortization of intangibles and one-time charges and other adjustments including impairment of goodwill, provision
for valuation allowance on notes, and acquisition costs.
Conference Call and Presentation Information
Inpixon will host a conference call presentation today at 4:30 p.m.
ET to provide a business update as well as a presentation by the management of XTI Aircraft Company (“XTI”) following
the recently announced definitive merger agreement between Inpixon and XTI.
Interested parties may access the conference call presentation at https://www.webcaster4.com/Webcast/Page/2235/48894 or
at the link on Inpixon’s Investor Relations section of the website, ir.inpixon.com/ir-news-events/ir-calendar. A webcast replay
will be available on Inpixon’s Investor Relations section of the website (ir.inpixon.com/ir-news-events/ir-calendar).
Shareholders and other interested parties are invited to submit questions
to Inpixon management via email to inpx@crescendo-ir.com.
About Inpixon
Inpixon® (Nasdaq: INPX) is the innovator of Indoor
Intelligence®, delivering actionable insights for people, places and things. Combining the power of mapping, positioning
and analytics, Inpixon helps to create smarter, safer, and more secure environments. The company’s Indoor Intelligence and industrial
real-time location system (RTLS) solutions are leveraged by a multitude of industries to optimize operations, increase productivity,
and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the
IoT to create exceptional experiences and to do good with indoor data. For the latest insights, follow Inpixon on LinkedIn, and Twitter,
and visit inpixon.com.
About XTI
XTI Aircraft Company is an aviation business based near Denver, Colorado.
XTI is guided by a leadership team with decades of experience, deep expertise, and success bringing new aircraft to market, including
more than 40 FAA-certified new aircraft configurations. XTI is founded on a culture of customer-focused problem solving to meet the evolving
needs of modern travelers. For information and updates about XTI Aircraft Company and the TriFan 600, visit xtiaircraft.com. For
information on reserving a priority position for the TriFan under the company’s pre-sales program, contact Mr. Saleem Zaheer at +1-720-900-6928
or szaheer@xtiaircraft.com.
Non-GAAP Financial Measures
Management believes that certain financial measures not in accordance
with generally accepted accounting principles in the United States (“GAAP”) are useful measures of operations. EBIDTA, Adjusted
EBITDA and pro forma net loss per share are non-GAAP measures. Inpixon defines “EBITDA” as net income (loss) before interest,
provision for (benefit from) income taxes, and depreciation and amortization. Management uses Adjusted EBITDA as a metric for which it
manages the business, and Inpixon defines “Adjusted EBITDA” as EBITDA plus adjustments for other income or expense items, non-recurring
items and non-cash items. Inpixon defines “pro forma net loss per share” as GAAP net loss per share adjusted for stock-based
compensation, amortization of intangibles and one-time charges including impairment of goodwill and gain on equity securities.
Management provides Adjusted EBITDA and pro forma net loss per share
measures so that investors will have the same financial information that management uses, which may assist investors in assessing Inpixon’s
performance on a period-over-period basis. Adjusted EBITDA or pro forma net loss per share is not a measure of financial performance
under GAAP and should not be considered an alternative to net income (loss) or any other measure of performance under GAAP, or to cash
flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA and
pro forma net loss per share have limitations as analytical tools and should not be considered either in isolation or as a substitute
for analysis of Inpixon’s results as reported under GAAP.
For more information on our non-GAAP financial measures and a reconciliation
of GAAP to non-GAAP measures, please see the “Reconciliation of Non-GAAP Financial Measures” table accompanying this press
release.
Contacts
Inpixon Contacts
General inquiries:
Email: marketing@inpixon.com
Web: inpixon.com/contact-us
Investor relations:
Crescendo Communications for Inpixon
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com
XTI Aircraft Contacts
General inquiries:
Email: liftup@xtiaircraft.com
Web: xtiaircraft.com/cm/get-involved
Investor relations:
Crescendo Communications for XTI
Tel: +1 212-671-1020
Email: XTI@crescendo-ir.com
Important Information About the Proposed Transaction and Where
to Find It
This press release relates to a proposed transaction between XTI Aircraft
Company, a Delaware corporation (“XTI”), and Inpixon, a Nevada corporation (“Inpixon”), pursuant to an agreement
and plan of merger, dated as of July 24, 2023, by and among Inpixon, Superfly Merger Sub Inc. and XTI (the “proposed transaction”).
Inpixon has filed a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”),
which includes a preliminary prospectus and proxy statement of Inpixon in connection with the proposed transaction, referred to as a
proxy statement/prospectus. A proxy statement/prospectus will be sent to all Inpixon stockholders as of a record date to be established
for voting on the transaction and to the stockholders of XTI. Inpixon will also file other documents regarding the proposed transaction
with the SEC.
Before making any voting decision, investors and security holders
are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus
in connection with Inpixon’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction, and all other
relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because
they will contain important information about Inpixon, XTI and the proposed transaction.
Investors and securityholders will be able to obtain free copies of
the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC
by Inpixon through the website maintained by the SEC at www.sec.gov.
The documents filed by Inpixon with the SEC also may be obtained free
of charge at Inpixon’s website at www.inpixon.com or upon written request to: Inpixon, 2479 E. Bayshore Road, Suite 195, Palo
Alto, CA 94303.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED
OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this communication, including statements regarding the benefits of the proposed transaction,
the anticipated timing of the completion of the proposed transaction, the products under development by XTI and the markets in which
it plans to operate, the advantages of XTI’s technology, XTI’s competitive landscape and positioning, and XTI’s growth plans and strategies,
are forward-looking statements.
Some of these forward-looking statements can be identified by the
use of forwardlooking words, including “may,” “should,” “expect,” “intend,” “will,”
“estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,”
“could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them
or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based
upon estimates, forecasts and assumptions that, while considered reasonable by Inpixon and its management, and XTI and its management,
as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations
which include, but are not limited to:
| ● | the
risk that the proposed transaction may not be completed in a timely manner or at all, which
may adversely affect the price of Inpixon’s securities; |
| ● | the
failure to satisfy the conditions to the consummation of the proposed transaction, including
the adoption of the merger agreement by the shareholders of Inpixon; |
| ● | the
occurrence of any event, change or other circumstance that could give rise to the termination
of the merger agreement; |
| ● | the
adjustments permitted under the merger agreement to the exchange ratio that could result
in XTI shareholders or Inpixon shareholders owning less of the post-combination company than
expected; |
| ● | the
effect of the announcement or pendency of the proposed transaction on Inpixon’s and XTI’s
business relationships, performance, and business generally; |
| ● | risks
that the proposed transaction disrupts current plans of Inpixon and XTI and potential difficulties
in Inpixon’s and XTI’s employee retention as a result of the proposed transaction; |
| ● | the
outcome of any legal proceedings that may be instituted against XTI or against Inpixon related
to the merger agreement or the proposed transaction; |
| ● | failure
to realize the anticipated benefits of the proposed transaction; |
| ● | the
inability to meet and maintain the listing of Inpixon’s securities (or the securities of
the post-combination company) on Nasdaq; |
| ● | the
risk that the price of Inpixon’s securities (or the securities of the postcombination company)
may be volatile due to a variety of factors, including changes in the highly competitive
industries in which Inpixon and XTI operate, |
| ● | the
inability to implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities; |
| ● | variations
in performance across competitors, changes in laws, regulations, technologies that may impose
additional costs and compliance burdens on Inpixon and XTI’s operations, global supply chain
disruptions and shortages, |
| ● | national
security tensions, and macro-economic and social environments affecting Inpixon and XTI’s
business and changes in the combined capital structure; |
| ● | the
risk that XTI has a limited operating history, has not yet manufactured any non-prototype
aircraft or delivered any aircraft to a customer, and XTI and its current and future collaborators
may be unable to successfully develop and market XTI’s aircraft or solutions, or may experience
significant delays in doing so; |
| ● | the
risk that XTI is subject to the uncertainties associated with the regulatory approvals of
its aircraft including the certification by the Federal Aviation Administration, which is
a lengthy and costly process; |
| ● | the
risk that the post-combination company may never achieve or sustain profitability; |
| ● | the
risk that XTI, Inpixon and the post-combination company may be unable to raise additional
capital on acceptable terms to finance its operations and remain a going concern; |
| ● | the
risk that the post-combination company experiences difficulties in managing its growth and
expanding operations; |
| ● | the
risk that XTI’s conditional pre orders (which include conditional aircraft purchase agreements,
non-binding reservations, and options) are canceled, modified, delayed or not placed and
that XTI must return the refundable deposits; |
| ● | the
risks relating to long development and sales cycles, XTI’s ability to satisfy the conditions
and deliver on the orders and reservations, its ability to maintain quality control of its
aircraft, and XTI’s dependence on third parties for supplying components and potentially
manufacturing the aircraft; |
| ● | the
risk that other aircraft manufacturers develop competitive VTOL aircraft or other competitive
aircraft that adversely affect XTI’s market position; |
| ● | the
risk that XTI’s future patent applications may not be approved or may take longer than expected,
and XTI may incur substantial costs in enforcing and protecting its intellectual property; |
| ● | the
risk that XTI’s estimates of market demand may be inaccurate; |
| ● | the
risk that XTI’s ability to sell its aircraft may be limited by circumstances beyond its control,
such as a shortage of pilots and mechanics who meet the training standards, high maintenance
frequencies and costs for the sold aircraft, and any accidents or incidents involving VTOL
aircraft that may harm customer confidence; |
| ● | other
risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in Inpixon’s Annual Report on Form 10-K for
the year ended December, 31, 2022, which was filed with the SEC on April 17, 2023 (the “2022
Form 10-K”) and Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2023 filed on May 16, 2023, and in the section entitled “Risk Factors” in XTI’s
periodic reports filed pursuant to Regulation A of the Securities Act including XTI’s Annual
Report on Form 1-K for the year ended December 31, 2022, which was filed with the SEC on
July 13, 2023 (the “2022 Form 1-K”), as such factors may be updated from time to
time in Inpixon’s and XTI’s filings with the SEC, the registration statement on Form S-4
and the proxy statement/prospectus contained therein. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. |
Nothing in this press release should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they
are made. Neither Inpixon nor XTI gives any assurance that either Inpixon or XTI or the post-combination company will achieve its expected
results. Neither Inpixon nor XTI undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
XTI and Inpixon and their respective directors and officers and other
members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Inpixon’s stockholders with
the proposed transaction and the other matters set forth in the registration statement. Information about Inpixon’s and XTI’s directors
and executive officers is set forth in Inpixon’s filings and XTI’s filings with the SEC, including Inpixon’s 2022 Form 10-K and XTI’s
2022 Form 1-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons
and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under
“Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed transaction and is not intended to and does not
constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
INPIXON AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares and
par value data)
| | |
As of | |
| | |
June 30,
2023 | | |
December 31,
2022 | |
| | |
(Unaudited) | | |
(Audited) | |
| ASSETS | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 15,681 | | |
$ | 10,235 | |
| Accounts receivable, net of allowances of $237 and $272, respectively | |
| 1,803 | | |
| 1,889 | |
| Notes and other receivables | |
| 785 | | |
| 86 | |
| Inventory | |
| 3,228 | | |
| 2,442 | |
| Note receivable | |
| -- | | |
| 150 | |
| Prepaid assets and other current assets | |
| 2,181 | | |
| 2,803 | |
| Current assets of discontinuted operations | |
| -- | | |
| 12,261 | |
| Total Current Assets | |
| 23,678 | | |
| 29,866 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 1,009 | | |
| 1,064 | |
| Operating lease right-of-use asset, net | |
| 434 | | |
| 531 | |
| Software development costs, net | |
| 1,113 | | |
| 1,265 | |
| Investment in equity securities | |
| 1,414 | | |
| 330 | |
| Long-term investments | |
| 50 | | |
| 716 | |
| Intangible assets, net | |
| 2,573 | | |
| 2,994 | |
| Other assets | |
| 174 | | |
| 158 | |
| Non-current assets of discontinued operations | |
| -- | | |
| 20,711 | |
| Total Assets | |
$ | 30,445 | | |
$ | 57,635 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 1,665 | | |
$ | 1,503 | |
| Accrued liabilities | |
| 5,374 | | |
| 2,619 | |
| Operating lease obligation, current | |
| 200 | | |
| 211 | |
| Deferred revenue | |
| 1,124 | | |
| 1,323 | |
| Short-term debt | |
| 13,800 | | |
| 13,643 | |
| Acquisition liability | |
| -- | | |
| 197 | |
| Warrant Liability | |
| 1,500 | | |
| -- | |
| Current liabilities of discontinued operations | |
| -- | | |
| 5,218 | |
| Total Current Liabilities | |
| 23,663 | | |
| 24,714 | |
| | |
| | | |
| | |
| Long Term Liabilities | |
| | | |
| | |
| Operating lease obligations, noncurrent | |
| 245 | | |
| 334 | |
| Non-current liabilities of discontinued operations | |
| -- | | |
| 472 | |
| Total Liabilities | |
| 23,908 | | |
| 25,520 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| -- | | |
| -- | |
| | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| Preferred Stock - $0.001 par value; 5,000,000 shares authorized. | |
| | | |
| | |
| Series 4 Convertible Preferred Stock - 10,415 shares authorized; 1 issued and 1 outstanding as of June 30, 2023 and December 31, 2022, respectively; | |
| -- | | |
| -- | |
| Series 5 Convertible Preferred Stock - 12,000 shares authorized; 126 issued and 126 outstanding as of June 30, 2023 and December 31, 2022, respectively. | |
| -- | | |
| -- | |
| Common Stock - $0.001 par value; 500,000,000 shares authorized; 43,154,195 and 3,570,894 issued and 43,154,194 and 3,570,893 outstanding as of June 30, 2023 and December 31, 2022, respectively. | |
| 43 | | |
| 4 | |
| Additional paid-in capital | |
| 346,799 | | |
| 346,668 | |
| Treasury stock, at cost, 1 share | |
| (695 | ) | |
| (695 | ) |
| Accumulated other comprehensive (loss) income | |
| (189 | ) | |
| 1,061 | |
| Accumulated deficit | |
| (337,555 | ) | |
| (313,739 | ) |
| Stockholders’ Equity Attributable to Inpixon | |
| 8,403 | | |
| 33,299 | |
| | |
| | | |
| | |
| Non-controlling interest | |
| (1,866 | ) | |
| (1,184 | ) |
| | |
| | | |
| | |
| Total Stockholders’ Equity | |
| 6,537 | | |
| 32,115 | |
| | |
| | | |
| | |
| Total Liabilities and Stockholders’ Equity | |
$ | 30,445 | | |
$ | 57,635 | |
INPIXON AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
| | |
For the Three Months Ended | | |
For the Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(Unaudited) | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 2,057 | | |
$ | 2,576 | | |
$ | 5,161 | | |
$ | 5,225 | |
| Cost of Revenues | |
| 390 | | |
| 856 | | |
| 1,180 | | |
| 1,653 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross Profit | |
| 1,667 | | |
| 1,720 | | |
| 3,981 | | |
| 3,572 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,051 | | |
| 2,482 | | |
| 4,033 | | |
| 4,576 | |
| Sales and marketing | |
| 1,241 | | |
| 754 | | |
| 2,357 | | |
| 1,924 | |
| General and administrative | |
| 4,236 | | |
| 5,294 | | |
| 9,850 | | |
| 12,658 | |
| Acquisition related costs | |
| 523 | | |
| 137 | | |
| 687 | | |
| 252 | |
| Transaction costs | |
| 43 | | |
| -- | | |
| 1,443 | | |
| -- | |
| Impairment of goodwill | |
| -- | | |
| 2,030 | | |
| -- | | |
| 2,030 | |
| Amortization of intangibles | |
| 230 | | |
| 396 | | |
| 450 | | |
| 743 | |
| Total Operating Expenses | |
| 8,324 | | |
| 11,093 | | |
| 18,820 | | |
| 22,183 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from Operations | |
| (6,657 | ) | |
| (9,373 | ) | |
| (14,839 | ) | |
| (18,611 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other (Expense) Income | |
| | | |
| | | |
| | | |
| | |
| Interest (expense)/ income, net | |
| (1,756 | ) | |
| 168 | | |
| (3,481 | ) | |
| 169 | |
| Other income/(expense), net | |
| 1,183 | | |
| 15 | | |
| 1,212 | | |
| (28 | ) |
| Unrealized gain/(loss) on equity securities | |
| (92 | ) | |
| 247 | | |
| (58 | ) | |
| (1,256 | ) |
| Total Other Expense | |
| (665 | ) | |
| 430 | | |
| (2,327 | ) | |
| (1,115 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss from Continuing Operations, before tax | |
| (7,322 | ) | |
| (8,943 | ) | |
| (17,166 | ) | |
| (19,726 | ) |
| Income tax provision | |
| (7 | ) | |
| (22 | ) | |
| (2,485 | ) | |
| (22 | ) |
| Net Loss from Continuing Operations | |
| (7,329 | ) | |
| (8,965 | ) | |
| (19,651 | ) | |
| (19,748 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from Discontinued Operations, Net of Tax | |
| -- | | |
| (11,365 | ) | |
| (4,856 | ) | |
| (12,139 | ) |
| Net Loss | |
| (7,329 | ) | |
| (20,330 | ) | |
| (24,507 | ) | |
| (31,887 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss Attributable to Non-controlling Interest | |
| (363 | ) | |
| (458 | ) | |
| (667 | ) | |
| (804 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss Attributable to Stockholders of Inpixon | |
$ | (6,966 | ) | |
$ | (19,872 | ) | |
$ | (23,840 | ) | |
$ | (31,083 | ) |
| Accretion of Series 7 preferred stock | |
| -- | | |
| -- | | |
| -- | | |
| (4,555 | ) |
| Accretion of Series 8 Preferred Stock | |
| -- | | |
| (6,237 | ) | |
| -- | | |
| (6,785 | ) |
| Deemed dividend for the modification related to Series 8 Preferred Stock | |
| -- | | |
| -- | | |
| -- | | |
| (2,627 | ) |
| Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock | |
| -- | | |
| -- | | |
| -- | | |
| 1,469 | |
| Amortization premium- modification related to Series 8 Prefered Stock | |
| -- | | |
| 1,252 | | |
| -- | | |
| 1,362 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss Attributable to Common Stockholders | |
$ | (6,966 | ) | |
$ | (24,857 | ) | |
$ | (23,840 | ) | |
$ | (42,219 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss Per Share - Basic and Diluted | |
| | | |
| | | |
| | | |
| | |
| Continuing Operations | |
$ | (0.19 | ) | |
$ | (6.99 | ) | |
$ | (0.92 | ) | |
$ | (14.90 | ) |
| Discountinued Operations | |
$ | -- | | |
$ | (5.88 | ) | |
$ | (0.24 | ) | |
$ | (6.01 | ) |
| Net Loss Per Share - Basic and Diluted | |
$ | (0.19 | ) | |
$ | (12.87 | ) | |
$ | (1.16 | ) | |
$ | (20.91 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted Average Shares Outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic and Diluted | |
| 37,442,387 | | |
| 1,931,535 | | |
| 20,600,208 | | |
| 2,018,295 | |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive Loss | |
| | | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (7,329 | ) | |
$ | (20,330 | ) | |
$ | (24,507 | ) | |
$ | (31,887 | ) |
| Unrealized gain on available for sale debt securities | |
| -- | | |
| 375 | | |
| -- | | |
| 375 | |
| Unrealized foreign exchange loss from cumulative translation adjustments | |
| 9 | | |
| 281 | | |
| (1,250 | ) | |
| 180 | |
| Comprehensive Loss | |
$ | (7,320 | ) | |
$ | (19,674 | ) | |
$ | (25,757 | ) | |
$ | (31,332 | ) |
INPIXON AND SUBSIDIARIES
CONSOLIDATED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands)
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | |
| Cash Flows Used In Operating Activities | |
| | |
| |
| Net loss | |
$ | (24,507 | ) | |
$ | (31,887 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 624 | | |
| 650 | |
| Amortization of intangible assets | |
| 1,255 | | |
| 3,026 | |
| Amortization of right of use asset | |
| 158 | | |
| 353 | |
| Stock based compensation | |
| 570 | | |
| 2,274 | |
| Amortization of warrant liability to redemption value | |
| 20 | | |
| -- | |
| Earnout expense valuation benefit | |
| -- | | |
| (2,827 | ) |
| Gain on settlement with FOXO | |
| (1,142 | ) | |
| -- | |
| Amortization of debt issuance costs | |
| 1,686 | | |
| (92 | ) |
| Unrealized gain on note | |
| -- | | |
| 344 | |
| Unrealized loss on foreign currency transactions | |
| (178 | ) | |
| -- | |
| Distribution of equity method investment shares to employees as compensation | |
| 666 | | |
| -- | |
| Deferred income tax | |
| 2,591 | | |
| (1 | ) |
| Unrealized loss on equity securities | |
| 58 | | |
| 1,256 | |
| Impairment of goodwill | |
| -- | | |
| 7,570 | |
| Gain on fair value of warrant liability | |
| 71 | | |
| -- | |
| Other | |
| 22 | | |
| 181 | |
| | |
| | | |
| | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable and other receivables | |
| (1,016 | ) | |
| 361 | |
| Inventory | |
| (779 | ) | |
| 285 | |
| Prepaid expenses and other current assets | |
| 890 | | |
| 1,357 | |
| Other assets | |
| (4 | ) | |
| 25 | |
| Accounts payable | |
| (634 | ) | |
| (1,498 | ) |
| Accrued liabilities | |
| 3,796 | | |
| 542 | |
| Income tax liabilities | |
| (119 | ) | |
| (40 | ) |
| Deferred revenue | |
| 325 | | |
| (1,096 | ) |
| Operating lease obligation | |
| (158 | ) | |
| (327 | ) |
| Net Cash Used in Operating Activities | |
$ | (15,805 | ) | |
$ | (19,544 | ) |
| | |
| | | |
| | |
| Cash Flows Used in Investing Activities | |
| | | |
| | |
| Purchase of property and equipment | |
| (45 | ) | |
| (140 | ) |
| Investment in capitalized software | |
| (135 | ) | |
| (306 | ) |
| Purchase of convertible note | |
| -- | | |
| (5,500 | ) |
| Sales of treasury bills | |
| -- | | |
| 43,001 | |
| Proceeds from repayment of note receivable | |
| 150 | | |
| -- | |
| Issuance of note receivable | |
| (450 | ) | |
| -- | |
| Net Cash (Used in) Provided By Investing Activities | |
$ | (480 | ) | |
$ | 37,055 | |
| | |
| | | |
| | |
| Cash From Financing Activities | |
| | | |
| | |
| Net proceeds from issuance of preferred stock and warrants | |
$ | -- | | |
| 46,906 | |
| Net proceeds from promissory note | |
| 125 | | |
| 364 | |
| Net proceeds from ATM | |
| 20,383 | | |
| -- | |
| Cash paid for redemption of preferred stock series 7 | |
| -- | | |
| (49,250 | ) |
| Taxes paid related to net share settlement of restricted stock units | |
| -- | | |
| (336 | ) |
| Net proceeds from issuance of warrants | |
| 1,409 | | |
| -- | |
| Repayment of CXApp acquisition liability | |
| (197 | ) | |
| (1,847 | ) |
| Common shares issued for net proceeds from warrants | |
| 1 | | |
| -- | |
| Distribution to shareholders related to spin-off of CXApp | |
| (10,003 | ) | |
| -- | |
| Net Cash Provided By (Used in) Financing Activities | |
$ | 11,718 | | |
$ | (4,163 | ) |
| | |
| | | |
| | |
| Effect of Foreign Exchange Rate on Changes on Cash | |
| 13 | | |
| (73 | ) |
| | |
| | | |
| | |
| Net (Decrease) Increase in Cash and Cash Equivalents | |
| (4,554 | ) | |
| 13,275 | |
| | |
| | | |
| | |
| Cash and Cash Equivalents - Beginning of year | |
| 20,235 | | |
| 52,480 | |
| | |
| | | |
| | |
| Cash and Cash Equivalents - End of year | |
$ | 15,681 | | |
$ | 65,755 | |
Reconciliation of Non-GAAP Financial Measures:
| | |
For the 3 Months Ended | | |
For the 6 Months Ended | |
| | |
June 30, | | |
June 30, | |
| (In thousands) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| Net loss attributable to common stockholders | |
$ | (6,966 | ) | |
$ | (24,857 | ) | |
$ | (23,840 | ) | |
$ | (42,219 | ) |
| Loss from discontinued operatios, net of tax | |
| - | | |
| 11,365 | | |
| 4,856 | | |
| 12,139 | |
| Interest expense/(income), net | |
| 1,756 | | |
| (168 | ) | |
| 3,481 | | |
| (169 | ) |
| Income tax provision | |
| 7 | | |
| 22 | | |
| 2,485 | | |
| 22 | |
| Depreciation and amortization | |
| 425 | | |
| 737 | | |
| 844 | | |
| 1,418 | |
| EBITDA | |
| (4,778 | ) | |
| (12,901 | ) | |
| (12,174 | ) | |
| (28,809 | ) |
| Adjusted for: | |
| | | |
| | | |
| | | |
| | |
| Non-recurring one-time charges: | |
| | | |
| | | |
| | | |
| | |
| Unrealized (gain)/loss on equity securities | |
| 92 | | |
| (247 | ) | |
| 58 | | |
| 1,256 | |
| Acquisition transaction/financing costs | |
| 523 | | |
| 137 | | |
| 687 | | |
| 252 | |
| Professional service fees | |
| - | | |
| - | | |
| - | | |
| 8 | |
| Impairment of goodwill | |
| - | | |
| 2,030 | | |
| - | | |
| 2,030 | |
| Transaction costs | |
| 43 | | |
| - | | |
| 1,443 | | |
| - | |
| Accretion of series 7 preferred stock | |
| - | | |
| - | | |
| - | | |
| 4,555 | |
| Accretion of series 8 preferred stock | |
| - | | |
| 6,237 | | |
| - | | |
| 6,785 | |
| Deemed dividend for the modification related to Series 8 preferred stock | |
| - | | |
| - | | |
| - | | |
| 2,627 | |
| Deemed contribution for the modication related to warrants issued in connection with the Series 8 Preferred Stock | |
| - | | |
| - | | |
| - | | |
| (1,469 | ) |
| Amortization premium - modification to Series 8 preferred stock | |
| - | | |
| (1,252 | ) | |
| - | | |
| (1,362 | ) |
| Distribution of equity method investment shares to employees as compensation | |
| - | | |
| - | | |
| 666 | | |
| - | |
| Gain on equity securities | |
| (1,142 | ) | |
| - | | |
| (1,142 | ) | |
| - | |
| Unrealized foreign exchange (gains)/losses | |
| 28 | | |
| 35 | | |
| (145 | ) | |
| 124 | |
| Bad debts expense/provision | |
| 24 | | |
| - | | |
| 24 | | |
| - | |
| Reserve for inventory obsolescense | |
| 16 | | |
| - | | |
| 16 | | |
| - | |
| Stock-based compensation – compensation and related benefits | |
| 241 | | |
| 741 | | |
| 570 | | |
| 2,274 | |
| Severance costs | |
| - | | |
| - | | |
| 127 | | |
| 62 | |
| Adjusted EBITDA | |
$ | (4,953 | ) | |
$ | (5,220 | ) | |
$ | (9,870 | ) | |
$ | (11,667 | ) |
| | |
For the 3 Months Ended | | |
For the 6 Months Ended | |
| | |
June 30, | | |
June 30, | |
| (In thousands, except share data) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
| | |
| | |
| | |
| |
| Net loss attributable to common stockholders | |
$ | (6,966 | ) | |
$ | (24,857 | ) | |
$ | (23,840 | ) | |
$ | (42,219 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Non-recurring one-time charges: | |
| | | |
| | | |
| | | |
| | |
| Loss from discountinued operations, net of tax | |
| - | | |
| 11,365 | | |
| 4,856 | | |
| 12,139 | |
| Unrealized (gain)/loss on equity securities | |
| 92 | | |
| (247 | ) | |
| 58 | | |
| 1,256 | |
| Acquisition transaction/financing costs | |
| 523 | | |
| 137 | | |
| 687 | | |
| 252 | |
| Professional service fees | |
| - | | |
| - | | |
| - | | |
| 8 | |
| Impairment of goodwill | |
| - | | |
| 2,030 | | |
| - | | |
| 2,030 | |
| Transaction costs | |
| 43 | | |
| - | | |
| 1,443 | | |
| - | |
| Accretion of series 7 preferred stock | |
| - | | |
| - | | |
| - | | |
| 4,555 | |
| Accretion of series 8 preferred stock | |
| - | | |
| 6,237 | | |
| - | | |
| 6,785 | |
| Deemed dividend for the modification Series 8 preferred stock | |
| - | | |
| - | | |
| - | | |
| 2,627 | |
| Deemed contribution for the modication related to warrants issued in connection with the Series 8 Preferred Stock | |
| - | | |
| - | | |
| - | | |
| (1,469 | ) |
| Amortization premium - modification to Series 8 preferred stock | |
| - | | |
| (1,252 | ) | |
| - | | |
| (1,362 | ) |
| Distribution of equity method investment shares to employees as compensation | |
| - | | |
| - | | |
| 666 | | |
| - | |
| Gain on equity securities | |
| (1,142 | ) | |
| - | | |
| (1,142 | ) | |
| - | |
| Unrealized foreign exchange (gains)/losses | |
| 28 | | |
| 35 | | |
| (145 | ) | |
| 124 | |
| Bad debts expense/provision | |
| 24 | | |
| - | | |
| 24 | | |
| - | |
| Reserve for inventory obsolescence | |
| 16 | | |
| - | | |
| 16 | | |
| - | |
| Stock-based compensation - compensation and related benefits | |
| 241 | | |
| 741 | | |
| 570 | | |
| 2,274 | |
| Severance costs | |
| - | | |
| - | | |
| 127 | | |
| 62 | |
| Amortization of intangibles | |
| 230 | | |
| 563 | | |
| 449 | | |
| 1,078 | |
| Proforma non-GAAP net loss | |
$ | (6,911 | ) | |
$ | (5,248 | ) | |
$ | (16,231 | ) | |
$ | (11,860 | ) |
| Proforma non-GAAP net loss per basic and diluted common share | |
$ | (0.18 | ) | |
$ | (2.72 | ) | |
$ | (0.79 | ) | |
$ | (5.88 | ) |
| Weighted average basic and diluted common shares outstanding | |
| 37,442,387 | | |
| 1,931,535 | | |
| 20,600,208 | | |
| 2,018,295 | |
###
Inpixon (NASDAQ:INPX)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Inpixon (NASDAQ:INPX)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
