Inpixon executes separation, distribution agreement with Sysorex
Inpixon announced its board of directors has formally approved the previously announced spin-off of its value added reseller division and executed a Separation and Distribution Agreement by and between Inpixon and Sysorex. The transaction will result in the distribution of all of the outstanding common stock of Sysorex owned by Inpixon to be distributed pro rata to holders of Inpixon outstanding common stock, preferred stock and certain warrants that are entitled to participate in the distribution, as determined on a fully diluted basis.Subject to the satisfaction or waiver of certain conditions, Participating Holders will be entitled to receive one share of Sysorex common stock for every three shares of Inpixon common stock held or issuable upon complete conversion of the preferred stock or exercise of certain warrants outstanding as of the record date in connection with the distribution which is expected to be completed following the close of business on or about August 31, 2018. In preparation for the spin-off, effective as of July 26, 2018, for the purpose of reincorporating Sysorex's predecessor, Inpixon USA to the State of Nevada, Inpixon USA merged with and into Sysorex with Sysorex continuing as the surviving corporation and successor issuer to Inpixon USA. In addition, Zaman Khan was appointed to serve as President and a director of Sysorex. After the spin-off is completed, Inpixon will not own any shares of Sysorex common stock and Sysorex will be an independent public reporting company. The applicable record date and distribution date for the spin-off is the next formal step which will be announced following approval by Inpixon's board of directors. The distribution of Sysorex's shares will be made in book entry form, which means no physical stock certificates representing Sysorex common stock will be issued. No action is required by Inpixon common or preferred stockholders in order to receive shares of Sysorex common stock in the distribution and they will not be required to surrender or exchange their Inpixon shares. Inpixon will, in its sole discretion, either round up fractional shares that recipients of Sysorex common stock will otherwise be entitled to receive or alternatively, will have the fractional shares aggregated and sold in the public market, with the aggregate proceeds of the sales to be distributed ratably in the form of cash payments to Participating Holders who would otherwise be entitled to receive a fractional share of Sysorex common stock. Sysorex has filed a Form 211 with the Financial Industry Regulatory Authority and has applied to have its common stock authorized for quotation on the OTCQB market of the OTC Markets Group, Inc. but there are no assurances that Sysorex's common stock will be quoted on the OTCQB or any other quotation service, exchange or trading facility.