Item 1.01. Entry into a Material Definitive Agreement.
On October 17, 2022, Sysorex, Inc. (the "Company") entered into a Placement
Agency Agreement (the "Placement Agency Agreement"), dated October 17, 2022, by
and between the Company and Joseph Gunnar & Co., LLC (the "Placement Agent").
Pursuant to the terms of the Placement Agency Agreement, the Company engaged the
Placement Agent to act as the Company's exclusive placement agent with respect
to effectuating a private placement (the "Offering") to accredited investors,
pursuant to which the Company offered up to $500,000 of its common stock and a
warrant to purchase common stock (collectively, the "Securities"). Placement of
the Securities was made on a "commercially reasonable efforts" basis.
Pursuant to the terms of the Placement Agency Agreement, the Company agreed to
pay to the Placement Agent a cash fee (the "Cash Fee") equal to 12.5% of the
aggregate gross proceeds of the Offering. In addition, the Company agreed to
reimburse the Placement Agent for all reasonable, documented marketing, travel
and other out-of-pocket expenses incurred in connection with the Offering and to
pay the Placement Agent's counsel fees in the amount of $40,000 ("Legal Fees");
provided, however, that any fees or expenses incurred in connection with the
Offering for which the Company will be responsible for reimbursement, including
Legal Fees, will not exceed $50,000 collectively. The Company also agreed to pay
to the Placement Agent the Cash Fee to the extent any party first introduced to
the Company by the Placement Agent at any time prior to the date that is 12
months after the applicable termination date of the Offering or the final
closing, whichever is applicable, makes any investment into the Company through
the acquisition of Company securities from the Company.
For a period of 12 months following October 18, 2022 and subject to a closing of
the Offering having been effected, in the event that the Company desires to
raise additional capital in the form of debt, equity or otherwise (a
"Prospective Financing"), the Placement Agent will have the right of first
refusal to act as Placement Agent with respect to any such Prospective
Financing.
On October 18, 2022, the Company entered into a Securities Purchase Agreement
(the "SPA"), dated as of October 18, 2022, by and among the Company and each of
the each of the investors signatories thereto (each an "Investor" and
collectively, the "Investors"). Pursuant to the terms of the SPA, the Company
agreed to sell to each Investor a number of Units of securities of the Company
(each, a "Unit"), at a purchase price of $0.001 per Unit, with each Unit being
comprised of: (i) one share of common stock (each, a "Purchased Share" and
collectively, the "Purchased Shares"); (ii) a warrant to acquire one share of
common stock at an exercise price of $0.001 per share, which exercise price will
not be subject to adjustment as a result of any forward or reverse split of the
common stock (each, a "Warrant 1"); and (iii) a warrant to acquire one share of
common stock at an exercise price of $0.001 per share, which exercise price will
not be subject to adjustment as a result of any forward or reverse split of the
common stock (each, a "Warrant 2"). The Investors, collectively, subscribed for
a total of 500,000,000 Units, consisting of 500,000,000 shares of common stock,
Warrant 1s to acquire 500,000,000 shares of common stock, and Warrant 2s to
acquire 500,000,000 shares of common stock, for total consideration payable to
the Company of $500,000.
The Company will use the net proceeds from the sale of the Units for working
capital purposes and will not use such proceeds (a) for the redemption of any
common stock or preferred stock or convertible debt which is convertible into
common stock (provided that, for the avoidance of doubt, the Company may use
such net proceeds for the repayment of any convertible debt in accordance with
the terms thereof); (b) for the settlement of any outstanding litigation; (c) in
violation of the Foreign Corrupt Practices Act or Office of Foreign Assets
Control regulations; or (d) to lend, give credit or make advances to any
officers, directors, employees or affiliates (provided that, for the avoidance
of doubt, the Company may use such net proceeds for the payment of costs, fees,
salaries and benefits in the ordinary course of business with respect to such
officers, directors, employees or affiliates).
The SPA contains customary representations, warranties and closing conditions.
The transactions contemplated by the SPA closed on October 18, 2022.
Accordingly, on October 18, 2022, the Company sold to the Investors an aggregate
of 500,000,000 Units, consisting of 500,000,000 shares of common stock, Warrant
1s to acquire 500,000,000 shares of common stock, and Warrant 2s to acquire
500,000,000 shares of common stock, for total consideration paid to the Company
of $500,000.
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On October 18, 2022, pursuant to the terms of the SPA, the Company and the
Investors entered into the Initial Registration Rights Agreement (the "Initial
Registration Rights Agreement"), which provides for the registration of all of
the Purchased Shares and all of the shares of common stock that may be acquired
by the Investors pursuant to the Warrant 1s. Pursuant to the terms of the
Initial Registration Rights Agreement, the Company agreed to, within 30 calendar
days of October 18, 2022, use its commercially reasonable efforts to file with
the Securities and Exchange Commission (the "SEC") a registration statement or
registration statements (as is necessary) on Form S-1 (or, if such form is
unavailable for such a registration, on such other form as is available for such
. . .
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above with regard to the issuance of
equity securities is incorporated herein by reference.
The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), for the private
placement of these securities pursuant to Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder because, among other things, the
transaction did not involve a public offering, the recipients are accredited
investors, the recipients acquired the securities for investment and not resale,
and the Company took appropriate measures to restrict the transfer of the
securities.
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Item 7.01. Regulation FD Disclosure.
On October 19, 2022, the Company issued a press release announcing the closing
of the Offering. A copy of the foregoing press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information included in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The information set forth under this Item 7.01 shall not be
deemed an admission as to the materiality of any information in this Current
Report on Form 8-K that is required to be disclosed solely to satisfy the
requirements of Regulation FD.
Item 8.01. Other Events.
As of October 18, 2022, following closing of the Offering, there are
1,976,726,501 shares of the Company's common stock outstanding. The Company is
unable to honor any additional debenture notices of conversion, as the Company
has insufficient available authorized but unissued and unreserved shares to
process additional conversions at this time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Placement Agency Agreement, dated October 17, 2022, by and between the
registrant and Joseph Gunnar & Co., LLC.
10.2 Securities Purchase Agreement, dated as of October 18, 2022, by and
among the registrant and each of the each of the investors signatories
thereto.
10.3 Form of Warrant 1.
10.4 Form of Warrant 2.
10.5 Form of Warrant 3.
10.6 Initial Registration Rights Agreement, dated as of October 18, 2022,
by and among the registrant and each of the persons signatory thereto.
10.7 Piggyback Registration Rights Agreement, dated as of October 18, 2022,
by and among the registrant and each of the persons signatory thereto.
99.1 Press release of the registrant issued on October 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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SYSOREX, INC. 
