INPX Inpixon

As filed with the Securities and Exchange Commission on December 29, 2023

Registration No. 333-        

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

INPIXON

(Exact name of registrant as specified in its charter)

 

Nevada		88-0434915
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

2479 E. Bayshore Road, Suite 195 Palo Alto, California		94303
(Address of Principal Executive Offices)		(Zip Code)

 

2018 Employee Stock Incentive Plan, as amended

(Full title of the plan)

 

Nadir Ali

Chief Executive Officer

Inpixon

2479 E. Bayshore Road, Suite 195

Palo Alto, CA 94303

Telephone: (408) 702-2167

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Blake Baron, Esq.

Mitchell Silberberg & Knupp LLP

437 Madison Avenue, 25th Floor

New York, NY 10022

Telephone: (212) 509-3900

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

The 2018 Employee Stock Incentive Plan, as amended (the “2018 Plan”), includes a quarterly evergreen provision that provides for automatic quarterly increases in the number of shares reserved for issuance under the 2018 Plan (the “Quarterly Increases”). In addition, the 2018 Plan provides that the amount of shares of common stock, par value $0.001 (the “Common Stock”), of Inpixon (the “Registrant”) that may be issued under the 2018 Plan will not be reduced in connection with a change in the outstanding shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations.

 

On April 27, 2018, January 25, 2019, April 19, 2019, November 1, 2019, April 13, 2020, June 4, 2021 and November 22, 2021, the Registrant filed with the Securities and Exchange Commission (the “Commission”) Registration Statements on Form S-8, Registration Nos. 333-224506, 333-229374, 333-230965, 333-234458, 333-237659, 333-256831, and 333-261282, respectively (collectively, the “Prior Registration Statements”), relating to shares of Common Stock reserved for issuance under the 2018 Plan.

 

The Registrant is filing this Registration Statement on Form S-8 to register an additional 19,164,297 shares of Common Stock under the 2018 Plan as a result of Quarterly Increases, which is comprised of 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on January 1, 2022, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on April 1, 2022, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on July 1, 2022, 450,119 shares of Common Stock issuable a result of the Quarterly Increase that occurred on October 1, 2022, 714,178 shares of Common Stock issuable a result of the Quarterly Increase that occurred on January 1, 2023, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on April 1, 2023, 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on July 1, 2023 and 3,000,000 shares of Common Stock issuable a result of the Quarterly Increase that occurred on October 1, 2023. In addition, the Registrant is filing this Registration Statement on Form S-8 to register an additional 39,486,668 shares of Common Stock that have not previously been registered but are available for issuance as a result of the 1-for-75 reverse stock split of the outstanding shares of Common Stock, effective as of October 7, 2022.

 

This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to Instruction E, the contents of the Prior Registration Statements are incorporated by reference and made a part of this Registration Statement, except as amended hereby.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants of the 2018 Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Registrant with the Commission, are incorporated by reference in this Registration Statement:

 

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on April 17, 2023;

 

(b)

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

 

(c)

the description of Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 0001-36404), as filed with the Commission on April 7, 2014, including any amendment or report filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not applicable. Common Stock has been registered under Section 12 of the Exchange Act.

 

Item 5. Interests of Named Experts and Counsel.

 

The validity of the Common Stock being offered under this Registration Statement will be passed upon for the Registrant by Mitchell Silberberg & Knupp LLP, New York, New York (“MSK”). Although MSK is not obligated to, it may accept shares of Common Stock issued under the 2018 Plan in payment for services in the future.

 

Item 6. Indemnification of Directors and Officers.

 

Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our,” and the “Registrant” refer collectively to Inpixon.

 

The Nevada Revised Statutes (“NRS”) provide that we may indemnify our officers and directors against losses or liabilities which arise in their corporate capacity. The effect of these provisions could be to dissuade lawsuits against our officers and directors.

 

 

Section 78.7502 of NRS provides that:

 

(1) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

 

(2) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

(3) Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to NRS 78.751(2), may be made by the corporation only as authorized in each specific case upon a determination that the indemnification of a director, officer, employee or agent of a corporation is proper under the circumstances. The determination must be made by: (a) the stockholders; (b) the board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (c) independent legal counsel, in a written opinion, if: (1) a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders; or (2) a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained.

 

 

NRS 78.751 provides that:

 

(1) A corporation shall indemnify any person who is a director, officer, employee or agent to the extent that the person is successful on the merits or otherwise in defense of: (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (b) any claim, issue or matter therein, against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney’s fees.

 

(2) Unless otherwise restricted by the articles of incorporation, the bylaws or an agreement made by the corporation, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws or an agreement made by the corporation may require the corporation to pay such expenses upon receipt of such an undertaking. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

 

(3) The indemnification pursuant to NRS 78.751 and NRS 78.7502 and the advancement of expenses authorized in or ordered by a court pursuant to this section: (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

 

 

(4) Unless the articles of incorporation, the bylaws or an agreement made by a corporation provide otherwise, if a person is entitled to indemnification or the advancement of expenses from the corporation and any other person, the corporation is the primary obligor with respect to such indemnification or advancement.

 

(5) A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

 

NRS 78.752 empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and the liability and expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the authority to indemnify such person against such liabilities and expenses.

 

Article VI of our Restated Articles of Incorporation, as amended, states that the Registrant will indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Registrant) by reason of the fact that he or she is or was a director of the Registrant or is or was serving as a director, officer, employee or agent of another entity at the request of the Registrant or any predecessor of the Registrant against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.

 

Article X of our Bylaws, as amended, provides that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Registrant or is or was serving at the request of the Registrant or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise shall be indemnified and held harmless to the fullest extent permissible by the Nevada Revised Statutes from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith, except any expense or payments incurred in connection with any claim or liability established to have arisen out of his own willful misconduct or gross negligence.

 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit				Incorporated by Reference								Filed
Number		Exhibit Description		Form		File No.		Exhibit		Filing Date		Herewith
4.1		Restated Articles of Incorporation.		S-1		333-190574		3.1		August 12, 2013
4.2		Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares).		S-1		333-218173		3.2		May 22, 2017
4.3		Certificate of Amendment to Articles of Incorporation (Reverse Split).		8-K		001-36404		3.1		April 10, 2014
4.4		Articles of Merger (renamed Sysorex Global).		8-K		001-36404		3.1		December 18, 2015
4.5		Articles of Merger (renamed Inpixon).		8-K		001-36404		3.1		March 1, 2017
4.6		Certificate of Amendment to Articles of Incorporation (Reverse Split).		8-K		001-36404		3.2		March 1, 2017
4.7		Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares).		8-K		001-36404		3.1		February 5, 2018
4.8		Certificate of Amendment to Articles of Incorporation (Reverse Split).		8-K		001-36404		3.1		February 6, 2018
4.9		Certificate of Amendment of Articles of Incorporation (Reverse Split).		8-K		001-36404		3.1		November 1, 2018
4.10		Certificate of Amendment of Articles of Incorporation (Reverse Split).		8-K		001-36404		3.1		January 7, 2020
4.11		Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000 filed with the Secretary of State of the State of Nevada on November 18, 2021.		8-K		001-36404		3.1		November 19, 2021
4.12		Certificate of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022).		8-K		001-36404		3.1		October 6, 2022

 

 

4.13		Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 26,666,667 to 500,000,000 filed with the Secretary of State of the State of Nevada on November 29, 2022.		8-K		001-36404		3.1		December 2, 2022
4.14		Bylaws, as amended.		S-1		333-190574		3.2		August 12, 2013
4.15		Amendment No. 2 to Bylaws.		8-K		001-36404		3.2		September 13, 2021
4.16		By-Laws Amendment No. 3.		8-K		001-36404		3.1		September 19, 2023
4.17		By-Laws Amendment No. 4.		8-K		001-36404		3.2		September 19, 2023
4.18		Specimen Stock Certificate of the Corporation.		S-1		333-190574		4.1		August 12, 2013
5.1		Opinion of Mitchell Silberberg & Knupp LLP.										X
23.1		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1).										X
23.2		Consent of Marcum LLP, Independent Registered Public Accounting Firm.										X
23.3		Consent of BF Borgers CPA PC, independent registered accounting firm for XTI Aircraft Company.										X
24.1		Power of Attorney (contained on signature page hereto).										X
99.1		2018 Employee Stock Incentive Plan, as amended.		S-8		333-234458		99.1		November 1, 2019
99.2		2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement.		10-K		001-36404		10.8		March 31, 2021
99.3		2018 Employee Stock Incentive Plan Form of Non-Qualified Stock Option Agreement.		10-K		001-36404		10.7		March 31, 2021
99.4		2018 Employee Stock Incentive Plan Form of Restricted Stock Award Agreement.		10-K		001-36404		10.6		March 31, 2021
99.5		Amendment No. 4 to Inpixon 2018 Employee Stock Incentive Plan.		10-Q		001-36404		10.7		August 14, 2020
99.6		Amendment to the Inpixon 2018 Employee Stock Incentive Plan.		8-K		001-36404		10.1		November 19, 2021
99.7		Amendment to the Inpixon 2018 Employee Stock Incentive Plan.		8-K		001-36404		10.1		December 2, 2022
107		Filing Fee Table.										X

 

 

Item 9. Undertakings.

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

	(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;
	(ii)	to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii)	to include any material information with respect to the plan of distribution not previously disclosed in this Registration statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on December 29, 2023.

 

	INPIXON
	By:	/s/ Nadir Ali
		Nadir Ali, Chief Executive Officer

 

We, the undersigned officers and directors of Inpixon (the “Registrant”), hereby constitute and appoint Nadir Ali and Wendy Loundermon and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as an officer/director of the Registrant, a registration statement on Form S-8 (or other appropriate form) relating to the offer and sale of common stock of the Registrant pursuant to this Registration Statement and any amendments thereto and file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Nadir Ali		Chief Executive Officer and Director		December 29, 2023
Nadir Ali		(Principal Executive Officer)
/s/ Wendy Loundermon		Chief Financial Officer and Director		December 29, 2023
Wendy Loundermon		(Principal Financial and Accounting Officer)
/s/ Leonard Oppenheim		Director		December 29, 2023
Leonard Oppenheim
/s/ Kareem Irfan		Director		December 29, 2023
Kareem Irfan
/s/ Tanveer Khader		Director		December 29, 2023
Tanveer Khader

 

 

II-8

 

Exhibit 5.1

 

Mitchell Silberberg & Knupp llp A Law Partnership Including Professional Corporations

 

December 29, 2023

 

Board of Directors
Inpixon
2479 E. Bayshore Road
Suite 195
Palo Alto, CA 94303

 

Re:	Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Inpixon, a Nevada corporation (the “Company”), in connection with the filing of the Company’s registration statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 58,650,965 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the Company’s 2018 Employee Stock Incentive Plan, as amended (the “Plan”). The Shares are comprised of (i) 3,000,000 additional shares of Common Stock reserved for future issuance under the Plan as of January 1, 2022, 3,000,000 additional shares of Common Stock reserved for future issuance under the Plan as of April 1, 2022, 3,000,000 additional shares of Common Stock reserved for future issuance under the Plan as of July 1, 2022, 450,119 additional shares of Common Stock reserved for future issuance under the Plan as of October 1, 2022, 714,178 additional shares of Common Stock reserved for future issuance under the Plan as of January 1, 2023, 3,000,000 additional shares of Common Stock reserved for future issuance under the Plan as of April 1, 2023, 3,000,000 additional shares of Common Stock reserved for future issuance under the Plan as of July 1, 2023, 3,000,000 additional shares of Common Stock reserved for future issuance under the Plan as of October 1, 2023, pursuant to the provisions of the Plan that provide for automatic quarterly increases in the number of shares available for issuance under the Plan and (ii) 39,486,668 shares of Common Stock that have not previously been registered but are available for issuance as a result of the 1-for-75 reverse stock split of the outstanding shares of Common Stock, effective as of October 7, 2022.

 

For purposes of rendering this opinion, we have examined the Plan, the Registration Statement, the Articles of Incorporation and the Bylaws of the Company, as amended or restated, the proceedings and other actions of the Company that provide for the issuance of the Shares, and such other documents and matters as we have deemed necessary for purposes of rendering this opinion. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons who have executed documents examined by us, the genuineness of all signatures on all documents examined by us, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. In rendering the opinion set forth below, we have assumed that certificates evidencing the Shares will be signed by the authorized officers of the Company and registered by the transfer agent and registrar and will conform to the specimen certificate for the Common Stock. In addition, we have assumed that the resolutions of the Company’s board of directors or its applicable committee authorizing the Company to issue and deliver the Shares will be in full force and effect at all times at which such Shares are issued and delivered by the Company, and that the Company will take no action inconsistent with such resolutions. 

 

 

437   Madison   Avenue,   25th   Floor,   New   York,   New York   10022 Phone:  (212) 509-3900  Fax:  (212) 509-7239   Website: www.msk.com

 

 

Inpixon December 29, 2023 Page 2

 

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued, delivered and paid for in accordance with the Plan and in the manner described in the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.

 

This opinion is opining upon and is limited to the current federal laws of the United States and the Nevada Revised Statutes. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision, or otherwise.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Sincerely,

 

/s/ Mitchell Silberberg & Knupp LLP
Mitchell Silberberg & Knupp LLP

  

 

 

Exhibit 23.2

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Inpixon on Form S-8 of our report dated April 17, 2023, (except for the effects of Note 33 which is as of June 16, 2023) with respect to our audits of the consolidated financial statements of Inpixon and Subsidiaries as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021 appearing in the Current Report on Form 8-K dated June 16, 2023 of Inpixon and Subsidiaries. 

 

/s/ Marcum llp

 

Marcum llp

New, York, NY

December 28, 2023

 

Exhibit 23.3

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Inpixon on Form S-8 of our report dated July 13, 2023, which includes an explanatory paragraph as to XTI Aircraft Company’s ability to continue as a going concern, relating to the financial statements of XTI Aircraft Company as of December 31, 2022 and 2021 appearing in annual report on Form 1-K (File No. 24R-00007), filed on July 13, 2023, of XTI Aircraft Company.

 

 

Certified Public Accountants

Lakewood, CO

December 28, 2023

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Inpixon

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Unit(3)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to be Paid		Equity		Class A common stock, par value $0.001 per share		457(c) and (h)			58,650,965	(2)		$	0.05655			$	3,316,712.07				0.00014760			$	489.55
		Total Offering Amounts														$	3,316,712.07							$	489.55
		Total Fee Offsets																						$	0
		Net Fee Due																						$	489.55

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of the common stock, par value $0.001 (the “Common Stock”), of Inpixon (the “Registrant”) that become issuable under the 2018 Employee Stock Incentive Plan, as amended (the “2018 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2)	Represents (i) 19,164,297 additional shares of Common Stock reserved for future issuance under the 2018 Plan, which is comprised of 3,000,000 shares of Common Stock issuable as of January 1, 2022, 3,000,000 shares of Common Stock issuable as of April 1, 2022, 3,000,000 shares of Common Stock issuable as of July 1, 2022, 450,119 shares of Common Stock issuable as of October 1, 2022, 714,178 shares of Common Stock issuable as of January 1, 2023, 3,000,000 shares of Common Stock issuable as of April 1, 2023, 3,000,000 shares of Common Stock issuable as of July 1, 2023 and 3,000,000 shares of Common Stock issuable as of October 1, 2023, pursuant to the provisions of the 2018 Plan that provide for automatic quarterly increases in the number of shares available for issuance under the 2018 Plan and (ii) 39,486,668 shares of Common Stock that have not previously been registered but are available for issuance as a result of the 1-for-75 reverse stock split of the outstanding shares of Common Stock, effective as of October 7, 2022.
(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $0.05655, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on December 27, 2023, which date is a date within five business days of the filing of this Registration Statement.

 

---