Current Report Filing (8-k)
14 5월 2021 - 5:11AM
Edgar (US Regulatory)
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):
May 7, 2021
SYSOREX, INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-55924
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68-0319458
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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13880 Dulles Corner Lane
Suite 175
Herndon, Virginia
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20171
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 800-929-3871
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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2021, Sysorex, Inc.
(the “Company”) entered into an employment agreement (the “Employment Agreement”) with its Chief Executive Officer,
Wayne Wasserberg, pursuant to which Mr. Wasserberg will continue to serve as the Chief Executive Officer of the Company and as President,
Treasurer, and Secretary of its wholly-owned subsidiary, TTM Digital Assets & Technologies, Inc.
Overview; Salary and Awards
Under the Employment Agreement,
Mr. Wasserberg will receive an annual base salary of Four Hundred Thousand Dollars ($400,000). In addition, he will be entitled to a sign-on
bonus of Fifty Thousand Dollars ($50,000) and an additional bonus of Fifty Thousand Dollars ($50,000) upon the Employee’s successful
completion of six (6) months of employment with the Company. Further, the Employment Agreement states that additional bonus performance
criteria are to be included within two (2) months of the effective date of the Employment Agreement, subject to approval of the board
of directors of the Company (the “Board”). The Company also agreed that Mr. Wasserberg shall receive an initial stock grant
of 200,000 shares of the Company’s common stock, once the employee stock option plan is approved by the Board and filed on Form
S-8 with the Securities and Exchange Commission. The Employment Agreement subjects Mr. Wasserberg to customarily confidentiality, non-solicitation,
and intellectual property assignment provisions.
Term and Termination
The Employment Agreement provides
for a two-year term and may be terminated by either party in accordance with its terms. The Employment Agreement obligates the Company
to remit certain cash payments to Mr. Wasserberg in connection with qualifying terminations, encompassing three termination scenarios:
with Just Cause (as defined in the Employment Agreement), without Just Cause, and in the event of disability and death. Termination with
Just Cause results in payments of the relevant portion of base salary, accrued and unused vacation, payments of unreimbursed expenses
and receipt of the vested portion of any benefit plan (the “Just Cause Payments”). In the event, Mr. Wasserberg is terminated
without Just Cause or within the twenty-four (24) month period following a Change of Control (as defined in the Employment Agreement),
then the Company shall, in addition to the Just Cause Payments, (1) continue to pay his base salary for one month for every two months
of employment after the effective date of the Employment Agreement up to a maximum of twelve (12) months subject to and conditioned upon
Employee signing a full general release of any and all known and unknown claims against the Company; and (2) within forty-five days of
termination pay to Employee one hundred percent of the value of any accrued but unpaid bonus that Employee otherwise would have received.
If the employment of Mr. Wasserberg is terminated due to his disability or death, the Company will be required to pay to him or his estate
the amounts required by law or disability plans and the Just Cause Payments.
The foregoing description
is intended only as a summary of the material terms of the Employment Agreement and is qualified in its entirety by reference to the full
Employment Agreement, a copy of which is attached as Exhibit 10.1 of this Current Report on Form 8-K and incorporated herein by reference.
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.
Date: May 13, 2021
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SYSOREX, INC.
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By:
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/s/ Wayne Wasserberg
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Name:
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Wayne Wasserberg
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Title:
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Chief Executive Officer
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2
Sysorex (CE) (USOTC:SYSX)
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