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0001529113
0001529113
2024-02-16
2024-02-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 16, 2024
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. ☐
Explanatory Note
On February 23, 2024, Inpixon filed a Current Report
on Form 8-K (the “Original Form 8-K”) to report that on February 21, 2024, Inpixon completed the disposition of assets and
liabilities primarily relating to its Saves, Shoom and Game Your Game business, including 100% of the equity interests of Inpixon India,
Grafiti GmbH (previously Inpixon Gmbh) and Game Your Game, Inc., which were held by Inpixon’s wholly-owned subsidiary Grafiti LLC,
pursuant to an equity purchase agreement, dated as of February 16, 2024 by and among Inpixon, Grafiti LLC and Grafiti Group LLC (the “Disposition”),
as part of the Solutions Divestiture described in the Original Form 8-K. Additionally, another aspect of the Solutions Divestiture involved
Inpixon’s distribution of common shares of Grafiti Holding Inc., a subsidiary of Inpixon that holds Inpixon Ltd., a United Kingdom
(“UK”) limited company operating Inpixon’s SAVES line of business in the UK, to a liquidating trust in connection with
the spin-off of common shares of Grafiti Holding Inc. to Inpixon’s stockholders and other entitled security holders as of the record
date, as described in a Current Report on Form 8-K filed by Inpixon on January 3, 2024.
This Current Report on Form 8-K/A amends the Original
Form 8-K to include the pro forma financial information reflecting the Solutions Divestiture (including the Disposition) required by Item
9.01(b) of Form 8-K that was excluded from the Original Form 8-K. The disclosure included in the Original Form 8-K otherwise remains unchanged.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information
The unaudited pro forma condensed
consolidated financial statements reflecting the Solutions Divestiture (including the Disposition) as of September 30, 2023 and for the
nine months ended September 30, 2023 and for the year ended December 31, 2022 are attached hereto as Exhibit 99.1 and are incorporated
by reference herein.
(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: February 27, 2024 |
By: |
/s/ Nadir Ali |
|
Name: |
Nadir Ali |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro
forma condensed consolidated financial information presents the Solutions Divestiture and certain other material transactions, as further
described below. The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article
11 of Regulation S-X. Defined terms included below have the same meaning as terms defined and included elsewhere in this filing.
The historical financial information
of Inpixon was derived from the unaudited condensed consolidated financial statements of Inpixon and subsidiaries as of and for the nine
months ended September 30, 2023 and the audited consolidated financial statements of Inpixon and subsidiaries for the year ended December
31, 2022. Such unaudited pro forma financial information has been prepared on a basis consistent with the financial statements of Inpixon
and its subsidiaries. This information should be read together with the financial statements of Inpixon and related notes.
The unaudited pro forma condensed
consolidated balance sheet as of September 30, 2023 presents the historical balance sheet of Inpixon on a pro forma basis as if the Solutions
Divestiture had been consummated on September 30, 2023. The unaudited pro forma condensed consolidated statements of operations for the
nine months ended September 30, 2023 and for the year ended December 31, 2022 give pro forma effect to the Solutions Divestiture and other
material transactions as if they had occurred on January 1, 2022, the beginning of the earliest period presented.
These unaudited pro forma
condensed consolidated financial statements are for informational purposes only. They do not purport to indicate the results that would
have been obtained had the Solutions Divestiture actually been completed on the assumed date or for the periods presented, or which may
be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates
underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions
within the accompanying unaudited pro forma condensed consolidated financial information.
Description of the Solutions Divestiture
On October 23,
2023, a Business Combination Agreement (the “Damon Business Combination Agreement”) was entered into by and among Inpixon,
Grafiti Holding, Inc., 1444842 B.C. LTD (“Amalco Sub”), and Damon Motors, Inc.
(“Damon”), pursuant to which Damon will combine and merge with Amalco Sub, a British Columbia corporation and a wholly-owned
subsidiary of Grafiti Holding, Inc., with Damon continuing as the surviving entity and a wholly-owned subsidiary of Grafiti Holding, Inc.
(the “Grafiti Holding Transaction”).
Pursuant to the Damon Business
Combination Agreement, Inpixon formed a newly wholly owned subsidiary, Grafiti Holding, Inc for the sole purpose of consummation of the
Grafiti Holding Transaction. Inpixon contributed the assets and liabilities of Inpixon UK, a wholly owned subsidiary of Inpixon, to the
then Inpixon wholly owned subsidiary Grafiti Holding, Inc. in accordance with the separation and distribution agreement. As the Registration
Statement for the Damon Business Combination Agreement is not expected to become effective until the first half of 2024, on December 27,
2023 Inpixon transferred the Grafiti common shares to a newly-created liquidating trust, titled the Grafiti Holding Inc. Liquidating Trust
(the “Trust”), which holds the Grafiti Holding, Inc. common shares for the benefit of the participating Inpixon securityholders.
The Grafiti Holding, Inc. common shares will be held by the Trust until the Registration Statement has been declared effective by the
Securities and Exchange Commission (the “SEC”). Promptly following the effective time of the Registration Statement, the Trust
will deliver the Grafiti Holding, Inc. common shares to the participating Inpixon securityholders, as beneficiaries of the Trust, pro
rata in accordance with their ownership of shares or underlying shares of Inpixon common stock as of the record date. Amalco Sub, a wholly-owned,
direct subsidiary of Grafiti Holding, Inc., will merge with Damon resulting in Damon as the surviving entity post-merger (“Damon
Surviving Corporation”). Upon the consummation of the Merger, both Inpixon UK and Damon will be wholly-owned subsidiaries of Grafiti
Holding, Inc.. Following the Merger, Grafiti Holding, Inc. shall be known as the “Grafiti Combined Company.” The combined
company will be renamed Damon Motors, Inc., and the ticker symbol will be changed to a symbol to be determined concurrent with the closing.
On February 20, 2024,
Inpixon entered into an Equity Purchase Agreement to divest the remaining portion of Shoom, SAVES, and GYG that is excluded from the
Grafiti Holding Transaction. The Company notes that this sale was probable as of December 31, 2023. The Equity Purchase Agreement,
by and among Inpixon (“Seller”), Grafiti LLC, and Nadir Ali (“Buyer”), is structured so that Buyer will
purchase from Seller 100% of the equity interest in Grafiti LLC for a minimum purchase price of $1,000,000 paid in two annual cash
installments of $500,000 due within 60 days after December 31, 2024 and 2025. The purchase price and annual cash installment
payments will be (i) increased for 50% of net income after taxes, if any, from the operations of Grafiti LLC for the years ended
December 31, 2024 and 2025; (ii) decreased for the amount of transaction expenses assumed; (iii) increased or decreased by the
amount working capital of Grafiti LLC on the closing balance sheet is greater or less than $1,000,000. The Company notes that the
purchase price as of the date of this filing was $1,000,000.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
AS OF SEPTEMBER 30, 2023
(in thousands, except share and per share amounts)
|
|
INPX
(Historical) |
|
|
Pro Forma
Adjustments for
Divestiture of Grafiti
Holdings Inc. |
|
|
Pro Forma
Adjustments for Sale
of Grafiti LLC |
|
|
Additional Pro Forma
Adjustments |
|
|
Note |
|
INPX Pro Forma As
Adjusted |
|
|
|
|
|
|
Note 1 |
|
|
Note 2 |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
13,489 |
|
|
$ |
(348 |
) |
|
$ |
(811 |
) |
|
$ |
2,356 |
|
|
B |
|
$ |
11,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,000 |
) |
|
C |
|
|
|
|
Accounts receivable, net of allowances |
|
|
1,560 |
|
|
|
(46 |
) |
|
|
(886 |
) |
|
|
— |
|
|
|
|
|
628 |
|
Notes and other receivables |
|
|
2,210 |
|
|
|
— |
|
|
|
(118 |
) |
|
|
3,000 |
|
|
C |
|
|
6,092 |
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
Inventory |
|
|
3,355 |
|
|
|
— |
|
|
|
(1,353 |
) |
|
|
— |
|
|
|
|
|
2,002 |
|
Prepaid expenses and other current assets |
|
|
1,949 |
|
|
|
(2 |
) |
|
|
(250 |
) |
|
|
— |
|
|
|
|
|
1,697 |
|
Total current assets |
|
|
22,563 |
|
|
|
(396 |
) |
|
|
(2,418 |
) |
|
|
2,356 |
|
|
|
|
|
22,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
1,013 |
|
|
|
— |
|
|
|
(717 |
) |
|
|
— |
|
|
|
|
|
296 |
|
Operating lease right-of-use asset, net |
|
|
376 |
|
|
|
— |
|
|
|
(10 |
) |
|
|
— |
|
|
|
|
|
366 |
|
Software development costs, net |
|
|
988 |
|
|
|
— |
|
|
|
(605 |
) |
|
|
— |
|
|
|
|
|
383 |
|
Investments in equity securities |
|
|
189 |
|
|
|
— |
|
|
|
(189 |
) |
|
|
— |
|
|
|
|
|
— |
|
Long-term investments |
|
|
50 |
|
|
|
— |
|
|
|
(50 |
) |
|
|
— |
|
|
|
|
|
— |
|
Intangible assets, net |
|
|
2,304 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2,304 |
|
Other assets |
|
|
164 |
|
|
|
— |
|
|
|
(23 |
) |
|
|
— |
|
|
|
|
|
141 |
|
Total Assets |
|
$ |
27,647 |
|
|
$ |
(396 |
) |
|
$ |
(4,012 |
) |
|
$ |
2,356 |
|
|
|
|
$ |
25,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,920 |
|
|
|
(1 |
) |
|
|
(921 |
) |
|
|
— |
|
|
|
|
|
998 |
|
Accrued liabilities |
|
|
3,569 |
|
|
|
(65 |
) |
|
|
(835 |
) |
|
|
(707 |
) |
|
A |
|
|
1,962 |
|
Warrant liability |
|
|
1,410 |
|
|
|
— |
|
|
|
— |
|
|
|
(491 |
) |
|
B |
|
|
919 |
|
Operating lease obligation, current |
|
|
198 |
|
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
|
|
191 |
|
Deferred revenue |
|
|
1,315 |
|
|
|
(100 |
) |
|
|
(682 |
) |
|
|
— |
|
|
|
|
|
533 |
|
Short-term debt |
|
|
11,165 |
|
|
|
— |
|
|
|
— |
|
|
|
(1,861 |
) |
|
A |
|
|
9,304 |
|
Total current liabilities |
|
|
19,577 |
|
|
|
(166 |
) |
|
|
(2,445 |
) |
|
|
(3,059 |
) |
|
|
|
|
13,907 |
|
Operating lease obligation, noncurrent |
|
|
188 |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
|
|
184 |
|
Total Liabilities |
|
|
19,765 |
|
|
|
(166 |
) |
|
|
(2,449 |
) |
|
|
(3,059 |
) |
|
|
|
|
14,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 4 Convertible Preferred Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
Series 5 Convertible Preferred Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
Common Stock |
|
|
112 |
|
|
|
— |
|
|
|
— |
|
|
|
33 |
|
|
A |
|
|
194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49 |
|
|
B |
|
|
|
|
Additional paid-in capital |
|
|
358,692 |
|
|
|
(230 |
) |
|
|
— |
|
|
|
2,535 |
|
|
A |
|
|
367,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,159 |
|
|
B |
|
|
|
|
Treasury stock |
|
|
(695 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
(695 |
) |
Accumulated other comprehensive (loss) income |
|
|
41 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
41 |
|
Accumulated deficit |
|
|
(347,971 |
) |
|
|
— |
|
|
|
(3,860 |
) |
|
|
(3,361 |
) |
|
B |
|
|
(355,192 |
) |
Stockholders’ Equity Attributable to Inpixon |
|
|
10,179 |
|
|
|
(230 |
) |
|
|
(3,860 |
) |
|
|
5,415 |
|
|
|
|
|
11,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling Interest |
|
|
(2,297 |
) |
|
|
— |
|
|
|
2,297 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity (deficit) |
|
|
7,882 |
|
|
|
(230 |
) |
|
|
(1,563 |
) |
|
|
5,415 |
|
|
|
|
|
11,504 |
|
Total Liabilities and Stockholder’s Equity |
|
$ |
27,647 |
|
|
$ |
(396 |
) |
|
$ |
(4,012 |
) |
|
$ |
2,356 |
|
|
|
|
$ |
25,595 |
|
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
(in thousands, except share and per share amounts)
|
|
INPX
(Historical) |
|
|
Pro Forma
Adjustments for
Divestiture of
Grafiti Holdings
Inc. |
|
|
Pro Forma
Adjustments for
Sale of Grafiti
LLC |
|
|
Additional Pro Forma
Adjustments |
|
|
Note |
|
Spin-Off of
CXApp |
|
|
INPX Pro Forma
As Adjusted |
|
|
|
|
|
|
Note 1 |
|
|
Note 2 |
|
|
|
|
|
|
|
Note 3 |
|
|
|
|
Revenues |
|
$ |
7,177 |
|
|
$ |
(327 |
) |
|
|
(3,364 |
) |
|
|
— |
|
|
|
|
$ |
— |
|
|
$ |
3,486 |
|
Cost of revenues |
|
|
1,632 |
|
|
|
(129 |
) |
|
|
(385 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
1,118 |
|
Gross profit |
|
|
5,545 |
|
|
|
(198 |
) |
|
|
(2,979 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
2,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
6,380 |
|
|
|
— |
|
|
|
(2,838 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
3,542 |
|
Sales and marketing |
|
|
3,506 |
|
|
|
(132 |
) |
|
|
(1,412 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
1,962 |
|
General and administrative |
|
|
13,596 |
|
|
|
(71 |
) |
|
|
(1,148 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
12,377 |
|
Acquisition-related costs |
|
|
2,343 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
2,343 |
|
Transaction costs |
|
|
2,970 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
2,970 |
|
Amortization of intangibles |
|
|
671 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
671 |
|
Total operating expenses |
|
|
29,466 |
|
|
|
(203 |
) |
|
|
(5,398 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
23,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(23,921 |
) |
|
|
5 |
|
|
|
2,419 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
(21,497 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net |
|
|
(4,300 |
) |
|
|
— |
|
|
|
236 |
|
|
|
493 |
|
|
D |
|
|
— |
|
|
|
(3,571 |
) |
Other (expense) income |
|
|
1,169 |
|
|
|
— |
|
|
|
(120 |
) |
|
|
(1,142 |
) |
|
H |
|
|
— |
|
|
|
(93 |
) |
Unrealized gain/(loss) on equity securities |
|
|
5,733 |
|
|
|
— |
|
|
|
— |
|
|
|
(5,733 |
) |
|
H |
|
|
— |
|
|
|
— |
|
Realized loss on equity securities |
|
|
(6,692 |
) |
|
|
— |
|
|
|
— |
|
|
|
6,692 |
|
|
H |
|
|
— |
|
|
|
— |
|
Total other income (expense) |
|
|
(4,090 |
) |
|
|
— |
|
|
|
116 |
|
|
|
310 |
|
|
|
|
|
— |
|
|
|
(3,664 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss from continuing operations, before tax |
|
|
(28,011 |
) |
|
|
5 |
|
|
|
2,535 |
|
|
|
310 |
|
|
|
|
|
— |
|
|
|
(25,161 |
) |
Income tax provision |
|
|
(2,488 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2,589 |
|
|
|
101 |
|
Net Loss from continuing operations |
|
|
(30,499 |
) |
|
|
5 |
|
|
|
2,535 |
|
|
|
310 |
|
|
|
|
|
2,589 |
|
|
|
(25,060 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of tax |
|
|
(4,856 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
4,856 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
|
(35,355 |
) |
|
|
5 |
|
|
|
2,535 |
|
|
|
310 |
|
|
|
|
|
7,445 |
|
|
|
(25,060 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to Non-controlling Interest |
|
|
(1,131 |
) |
|
|
— |
|
|
|
1,131 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to Stockholders |
|
|
(34,224 |
) |
|
|
5 |
|
|
|
1,404 |
|
|
|
310 |
|
|
|
|
|
7,445 |
|
|
|
(25,060 |
) |
Preferred Dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to Common Stockholders |
|
$ |
(34,224 |
) |
|
$ |
5 |
|
|
$ |
1,404 |
|
|
$ |
310 |
|
|
|
|
$ |
7,445 |
|
|
$ |
(25,060 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share - Basic and Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations |
|
$ |
(0.82 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.70 |
) |
Discontinued Operations |
|
$ |
(0.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
Net Loss Per Share - Basic and Dilutive |
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
35,845,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,845,916 |
|
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2022
(in thousands, except share and per share amounts)
| |
INPX
(Historical) | | |
Pro Forma
Adjustments for
Divestiture of
Grafiti Holdings
Inc. | | |
Pro Forma
Adjustments for
Sale of Grafiti
LLC | | |
Additional Pro Forma
Adjustments | | |
Note | |
Spin-Off of
CXApp | | |
INPX Pro Forma
As Adjusted | |
| |
| | |
Note 1 | | |
Note 2 | | |
| | |
| |
Note 3 | | |
| |
Revenues | |
$ | 10,948 | | |
$ | (406 | ) | |
$ | (4,433 | ) | |
$ | — | | |
| |
$ | — | | |
$ | 6,109 | |
Cost of revenues | |
| 3,425 | | |
| (40 | ) | |
| (1,265 | ) | |
$ | — | | |
| |
$ | — | | |
$ | 2,120 | |
Gross profit | |
| 7,523 | | |
| (366 | ) | |
| (3,168 | ) | |
| — | | |
| |
| — | | |
| 3,989 | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Research and development | |
| 8,338 | | |
| — | | |
| (3,854 | ) | |
| — | | |
| |
$ | — | | |
$ | 4,484 | |
Sales and marketing | |
| 3,876 | | |
| (203 | ) | |
| (1,459 | ) | |
| — | | |
| |
$ | — | | |
$ | 2,214 | |
General and administrative | |
| 15,520 | | |
| (154 | ) | |
| (1,312 | ) | |
| — | | |
| |
$ | — | | |
$ | 14,054 | |
Acquisition-related costs | |
| 410 | | |
| — | | |
| — | | |
| — | | |
| |
$ | — | | |
$ | 410 | |
Impairment of goodwill | |
| 6,659 | | |
| — | | |
| (5,476 | ) | |
| — | | |
| |
$ | — | | |
$ | 1,183 | |
Amortization of intangibles | |
| 1,526 | | |
| — | | |
| (639 | ) | |
| — | | |
| |
$ | — | | |
$ | 887 | |
Total operating expenses | |
| 36,329 | | |
| (357 | ) | |
| (12,740 | ) | |
| — | | |
| |
| — | | |
| 22,232 | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Loss from operations | |
| (28,806 | ) | |
| (9 | ) | |
| 9,572 | | |
| — | | |
| |
| — | | |
| (19,243 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Interest income (expense), net | |
| (677 | ) | |
| — | | |
| 77 | | |
| 360 | | |
E | |
$ | — | | |
$ | (185 | ) |
| |
| | | |
| | | |
| | | |
| 55 | | |
D | |
| | | |
| | |
Other expense, net | |
| 693 | | |
| (8 | ) | |
| (63 | ) | |
| — | | |
| |
$ | — | | |
$ | 622 | |
Unrealized loss on equity method investment | |
| (1,784 | ) | |
| — | | |
| — | | |
| 1,784 | | |
H | |
$ | — | | |
$ | — | |
Unrealized gain/(loss) on equity securities | |
| (7,904 | ) | |
| — | | |
| — | | |
| 7,904 | | |
H | |
$ | — | | |
$ | — | |
Warrant inducement expense | |
| — | | |
| — | | |
| — | | |
| (3,361 | ) | |
F | |
| — | | |
| (3,361 | ) |
Total other income (expense) | |
| (9,672 | ) | |
| (8 | ) | |
| 14 | | |
| 6,742 | | |
| |
| — | | |
| (2,924 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Net Loss from continuing operations, before tax | |
| (38,478 | ) | |
| (17 | ) | |
| 9,586 | | |
| 6,742 | | |
| |
$ | — | | |
$ | (22,167 | ) |
Income tax provision | |
| 249 | | |
| (2 | ) | |
| 39 | | |
| — | | |
| |
$ | — | | |
$ | 286 | |
Net Loss from continuing operations | |
| (38,229 | ) | |
| (19 | ) | |
| 9,625 | | |
| 6,742 | | |
| |
| — | | |
| (21,881 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Loss from discontinued operations, net of tax | |
| (28,075 | ) | |
| — | | |
| — | | |
| (3,860 | ) | |
G | |
$ | 28,075 | | |
$ | (3,860 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Net Loss | |
| (66,304 | ) | |
| (19 | ) | |
| 9,625 | | |
| 2,882 | | |
| |
| 28,075 | | |
| (25,741 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Net Loss Attributable to Non-controlling Interest | |
| (2,910 | ) | |
| — | | |
| 2,910 | | |
| — | | |
| |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Net Loss Attributable to Stockholders | |
| (63,394 | ) | |
| (19 | ) | |
| 6,715 | | |
| 2,882 | | |
| |
| 28,075 | | |
| (25,741 | ) |
Accretion of Series 7 Preferred Stock | |
| (4,555 | ) | |
| — | | |
| — | | |
| | | |
| |
| — | | |
| (4,555 | ) |
Accretion of Series 8 Preferred Stock | |
| (13,090 | ) | |
| — | | |
| — | | |
| | | |
| |
| — | | |
| (13,090 | ) |
Deemed dividend for the modification related to Series 8 Preferred Stock | |
| (2,627 | ) | |
| — | | |
| — | | |
| | | |
| |
| — | | |
| (2,627 | ) |
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock | |
| 1,469 | | |
| — | | |
| — | | |
| | | |
| |
| — | | |
| 1,469 | |
Amortization premium - modification related to Series 8 Preferred Stock | |
| 2,627 | | |
| — | | |
| — | | |
| | | |
| |
| — | | |
| 2,627 | |
Preferred Stock Dividend | |
| — | | |
| — | | |
| — | | |
| — | | |
| |
$ | — | | |
$ | — | |
Net Loss Attributable to Common Stockholders | |
$ | (79,570 | ) | |
$ | (19 | ) | |
$ | 6,715 | | |
$ | 2,882 | | |
| |
$ | 28,075 | | |
$ | (41,917 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Net Loss Per Share - Basic and Diluted | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Continuing Operations | |
$ | (22.08 | ) | |
| | | |
| | | |
| | | |
| |
| | | |
$ | (16.32 | ) |
Discontinued Operations | |
$ | (12.04 | ) | |
| | | |
| | | |
| | | |
| |
| | | |
$ | (1.66 | ) |
Net Loss Per Share - Basic and Dilutive | |
$ | (34.12 | ) | |
| | | |
| | | |
| | | |
| |
| | | |
$ | (17.97 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Weighted Average Shares Outstanding | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
Basic and Diluted | |
| 2,332,041 | | |
| | | |
| | | |
| | | |
| |
| | | |
| 2,332,041 | |
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
Note 1. Basis of Presentation
The unaudited pro forma condensed
consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings
that may be associated with the Solutions Divestiture. The unaudited pro forma condensed consolidated financial information is not necessarily
indicative of what the actual results of operations and financial position would have been had the Solutions Divestiture taken place on
the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-divestiture
company. They should be read in conjunction with the historical financial statements and notes thereto of Inpixon and subsidiaries.
Unaudited Pro Forma Condensed Consolidated
Balance Sheet
Note 1: Derived from the net assets as of September
30, 2023 of Shoom, SAVES, and Game Your Game that were divested with Grafiti Holdings Inc.
Note 2: Derived from the net assets as of September
30, 2023 of Shoom, SAVES, and Game Your Game that were divested with Grafiti LLC, along with the inclusion of a $1,000,000 receivable
which represents the estimated sale price of the divestiture.
Unaudited Pro Forma Condensed Consolidated
Statement of Operations
For the Nine Months
Ended September 30, 2023
Note 1: Derived from the statement of operations
of Shoom, SAVES, and Game Your Game related to the divestiture of Grafiti Holdings Inc. for the nine months ended September 30, 2023.
Note 2: Derived from the statement of operations
of Shoom, SAVES, and Game Your Game related to the sale of Grafiti LLC for the nine months ended September 30, 2023.
Note 3: To remove discontinued operations related
to the CXApp spin-off which was completed in March 2023. Derived from the unaudited condensed consolidated statement of operations of
Inpixon and its subsidiaries for the nine months ended September 30, 2023, as presented in the Company’s quarterly 10-Q filing.
Further adjusted for related impact on deferred taxes as a direct result of the CXApp spin-off.
For the Year Ended December
31, 2022
Note 1: Derived from the statement of operations
of Shoom, SAVES, and Game Your Game related to the divestiture of Grafiti Holdings Inc. for the year ended December 31, 2022.
Note 2: Derived from the statement of operations
of Shoom, SAVES, and Game Your Game and other related operation activity and associated assets related to the sale of Grafiti, LLC for
the year ended December 31, 2022.
Note 3: To remove discontinued operations related
to the CXApp spin-off which was completed in March 2023.
Note 2. Adjustments to Unaudited Pro Forma
Condensed Consolidated Financial Information
The following is a summary
of the unaudited pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary
estimates, which may change as additional information is obtained.
| A. | To account for the issuance of 334,750
shares of common stock issued by Inpixon at various dates between October 1, 2023 to February
20, 2024 related to the conversion of debt and interest of approximately $2,568,000. |
| B. | To account for the proceeds for the exercise of warrants with net proceeds of $2,356,000 inclusive of
placement agent fees of $163,000. The exercise of the liability classified warrants resulted in a decrease in the warrant liability of
approximately $491,000. In connection with the warrant exercise, the Company recorded a warrant inducement expense of $3,361,000. The
warrants were exercised in conjunction with the issuance of new warrants, per the Inducement Agreement entered into on December 15, 2023.
The new warrants issued as part of the warrant inducement were determined to equity classified. |
| C. | To account for the purchase of a convertible note and warrants from Damon on October 23, 2023 in an aggregate
principal amount of $3,000,000 for a purchase price of $3,000,000. The full principal balance and interest on the convertible note will
automatically convert into common shares of Damon upon the public listing of Damon. |
| D. | Represents adjustments to remove interest expense of $493,000
and $55,000 related to Inpixon’s conversion of debt, outlined in Note A, for the nine months ended September 30, 2023 and for the
year ended December 31, 2022, respectively. |
| E. | Represents adjustment to record interest income of $360,000
for the year ended December 31, 2022 regarding the convertible note from Damon outlined in Note C, which has an interest rate of 12%
per annum. The note has a term of one year and as such did not include interest income for the nine months ended September 30, 2023 as
a pro forma adjustment. |
| F. | Represents adjustment to include warrant inducement expense
of $3,361,000 in connection with the exercise of warrants outlined in Note B. |
| G. | Represents adjustment to include the $3,860,000 loss for the sale of Grafiti LLC outlined in the
Description of the Solutions Divestiture section above as of January 1, 2022. Grafiti LLC has net book value of
approximately $2,653,000 as of September 30, 2023, in which the Company had an investment of approximately $4,860,000. The Company
is to receive a minimum of $1,000,000 for their ownership interest in Grafiti LLC, resulting in a loss of approximately
$3,860,000. The Company recorded a loss on discontinued operations in the fourth quarter of 2023, as the sale was considered probable. The sale occurred
in the first quarter of 2024. |
| H. | Represents adjustments of a $183,000 gain and a $9,688,000
loss to remove unrealized and realized gains and losses associated with investments in equity securities that are to be divested with
the Grafiti LLC divestiture for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. |
6
v3.24.0.1
Cover
|
Feb. 16, 2024 |
Cover [Abstract] |
|
Document Type |
8-K/A
|
Amendment Flag |
true
|
Amendment Description |
On February 23, 2024, Inpixon filed a Current Report
on Form 8-K (the “Original Form 8-K”) to report that on February 21, 2024, Inpixon completed the disposition of assets and
liabilities primarily relating to its Saves, Shoom and Game Your Game business, including 100% of the equity interests of Inpixon India,
Grafiti GmbH (previously Inpixon Gmbh) and Game Your Game, Inc., which were held by Inpixon’s wholly-owned subsidiary Grafiti LLC,
pursuant to an equity purchase agreement, dated as of February 16, 2024 by and among Inpixon, Grafiti LLC and Grafiti Group LLC (the “Disposition”),
as part of the Solutions Divestiture described in the Original Form 8-K. Additionally, another aspect of the Solutions Divestiture involved
Inpixon’s distribution of common shares of Grafiti Holding Inc., a subsidiary of Inpixon that holds Inpixon Ltd., a United Kingdom
(“UK”) limited company operating Inpixon’s SAVES line of business in the UK, to a liquidating trust in connection with
the spin-off of common shares of Grafiti Holding Inc. to Inpixon’s stockholders and other entitled security holders as of the record
date, as described in a Current Report on Form 8-K filed by Inpixon on January 3, 2024.
This Current Report on Form 8-K/A amends the Original
Form 8-K to include the pro forma financial information reflecting the Solutions Divestiture (including the Disposition) required by Item
9.01(b) of Form 8-K that was excluded from the Original Form 8-K. The disclosure included in the Original Form 8-K otherwise remains unchanged.
|
Document Period End Date |
Feb. 16, 2024
|
Entity File Number |
001-36404
|
Entity Registrant Name |
INPIXON
|
Entity Central Index Key |
0001529113
|
Entity Tax Identification Number |
88-0434915
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
2479 E. Bayshore Road
|
Entity Address, Address Line Two |
Suite 195
|
Entity Address, City or Town |
Palo Alto
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94303
|
City Area Code |
408
|
Local Phone Number |
702-2167
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock
|
Trading Symbol |
INPX
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
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Inpixon (NASDAQ:INPX)
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부터 11월(11) 2024 으로 12월(12) 2024
Inpixon (NASDAQ:INPX)
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부터 12월(12) 2023 으로 12월(12) 2024