PALO ALTO, Calif. — Inpixon (Nasdaq:INPX) (“Inpixon” or “the Company”), a leading indoor positioning and data analytics company, announced today that it has filed a preliminary prospectus supplement as a part of a registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”) for a rights offering to stockholders and certain participating warrant holders of record on Thursday, December 6, 2018.
Under the proposed rights offering, Inpixon will distribute one non-transferable subscription right for each share of common stock, preferred stock and each participating warrant (on an as-if-converted-to-common-stock basis) held on the record date. The subscription rights will be exercisable for up to an aggregate of $10.0 million of units, subject to increase at the discretion of the Company, with aggregate participation to be allocated among holders, subject to certain participation rights, on a pro rata basis if in excess of that threshold.
Each right will entitle the holder to purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of Series 5 Convertible Preferred Stock with a stated value of $1,000 (and immediately convertible into shares of Inpixon’s common stock at a conversion price of $5.00 per share) and 200 warrants to purchase Inpixon’s common stock with an exercise price of $5.00 per share. The warrants will be exercisable for 5 years after the date of issuance. Inpixon has applied to list the warrants on the Nasdaq Capital Market, although there is no assurance that a sufficient number of subscription rights will be exercised so that the warrants will meet the minimum listing criteria to be accepted for listing on the Nasdaq Capital Market under the symbol “INPXW.”
Holders who fully exercise their basic subscription rights will be entitled, if available, to subscribe for an additional amount of units that are not purchased by other holders, on a pro rata basis and subject to the $10.0 million aggregate offering threshold and other ownership limitations. The subscription rights are non-transferrable and may only be exercised during the anticipated subscription period of Friday, December 7, 2018 through 5:00 PM ET on Friday, December 21, 2018, unless extended.
Investors are advised to ensure they own Inpixon’s stock as of 4:00 PM ET on Tuesday, December 4, 2018 to be considered a stockholder of record on Thursday, December 6, 2018, to take into account T+2 settlement timing.
The expected calendar for the rights offering is as follows:
- Tuesday, December 4, 2018: Buy-In Deadline – to be considered a stockholder of record on Thursday, December 6, 2018, shares should be acquired by this date.
- Thursday, December 6, 2018: Record Date*
- Friday, December 7, 2018: Distribution Date; Subscription Period Begins
- Friday, December 21, 2018: Subscription Period Ends 5:00 PM ET*
* Unless extended in Inpixon’s sole discretion
Inpixon has engaged Maxim Group LLC as dealer-manager for the proposed rights offering. Questions about the rights offering or requests for the prospectus supplement and accompanying prospectus may be directed to Broadridge Corporate Issuer Solutions, Inc., Inpixon’s information and subscription agent for the rights offering, by calling (888) 789-8409 (toll-free); or to Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, email: email@example.com or telephone (212) 895-3745.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A registration statement on Form S-3 relating to these securities has been filed by the Company with the SEC. The rights offering will only be made by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement relating to and describing the proposed terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC’s web site.
Inpixon (INPX) is a leader in Indoor Positioning Analytics (IPA). Inpixon IPA Sensors are designed to find all accessible cellular, Wi-Fi, and Bluetooth devices anonymously. Paired with a high-performance data analytics platform, this technology delivers visibility, security, and business intelligence on any commercial or government location worldwide. Inpixon’s products and professional services group help customers take advantage of mobile, big data, analytics, and the Internet of Things (IoT) to uncover the untold stories of the indoors. For the latest insight on IPA, follow Inpixon on LinkedIn, @InpixonHQ on Twitter, and visit inpixon.com.
Safe Harbor Statement
All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Act, and Section 21E of the Securities Exchange Act of 1934, as amended. While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the control of Inpixon and its subsidiaries, which could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not limited to, the expected commencement of the proposed rights offering, the exercise of the rights being offered pursuant to the proposed rights offering, the fluctuation of global economic conditions, the performance of management and employees, Inpixon’s ability to obtain financing, competition, general economic conditions and other factors that are detailed in Inpixon’s periodic and current reports available for review at sec.gov. Furthermore, Inpixon operates in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. Inpixon disclaims any intention to, and undertakes no obligation to, update or revise forward-looking statements.
Inpixon Investor Relations:
Scott Arnold, Managing Director