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): July 29, 2019
SYSOREX,
INC.
(Exact
name of registrant as specified in its charter)
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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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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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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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Item 3.03
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Material Modification
to Rights of Security Holders.
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To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in
Item 5.03 of this current report on Form 8-K (this “Current Report”) is incorporated by reference herein.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
July 25, 2019, Sysorex, Inc., (the “Company”) filed a Certificate of Amendment (the “Reverse Stock Split Amendment”)
to its Articles of Incorporation (the “Articles of Incorporation”), with the Secretary of State of the State of Nevada
to effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding
common stock, par value $0.00001 per share (“Common Stock”), or shares of Common Stock held by the Company as treasury
stock. Pursuant to the Reverse Stock Split Amendment, effective as of July 30, 2019, every one hundred shares of the issued and
outstanding Common Stock or shares of Common Stock held by the Company as treasury stock will be converted into one share of Common
Stock, without any change in the par value per share.
The
Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the OTCQB marketplace at the opening of trading on
July 30, 2019. In connection with the Reverse Stock Split, the Common Stock will also commence trading with a new CUSIP number,
87185L 206, at such time.
No
fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock
Split, a stockholder would otherwise hold a fractional share, the stockholder will receive, in lieu of the issuance of such fractional
share, one whole share of Common Stock.
Computershare
Trust Company, N.A., the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will
provide instructions to stockholders of record regarding the process for exchanging shares. Those stockholders holding Common
Stock in “street name” will receive instructions from their brokers.
The
foregoing description of the Reverse Stock Split Amendment is a summary of the material terms thereof, does not purport to be
complete and is qualified in its entirety by reference to the Reverse Stock Split Amendment, which is incorporated herein by reference.
A copy of the Reverse Stock Split Amendment is attached hereto as Exhibit 3.1.
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Item
7.01
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Regulation
FD Disclosure.
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On
July 29, 2019, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT
INDEX
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.
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SYSOREX, INC.
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Date: July 29, 2019
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By:
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/s/
Zaman Khan
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Name:
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Zaman Khan
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Title:
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Chief Executive Officer
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3
Exhibit 3.1
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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775)
684-5708
Website: www.nvsos.gov
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Certificate
of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE
IS
FOR OFFICE USE ONLY
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Certificate of Amendment
to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Sysorex, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
The Articles of Incorporation are hereby amended by adding the following as a new Section 3.4: “Upon the effectiveness
of the filing (the “Effective Time”) of the Amendment of Restated Articles of Incorporation, pursuant to the Chapter
78 of the NRS, each one hundred (100) shares of the Corporation’s Common Stock, either issued and outstanding immediately
prior to the Effective Time or held by the Corporation as treasury stock immediately prior to the Effective Time, shall be
reclassified and combined into one (1) validly issued, fully paid and non-assessable share of the Corporation’s Common
Stock automatically and without any further action by the Corporation or the holder thereof, subject to the treatment of fractional
share interests as described below (the “Reverse Stock Split”). [Continued on attachment]
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series,
or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 100%
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4. Effective date and time
of filing: (optional)
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Date: 7/30/2019
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Time: 12:01 AM
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(must not be later than 90 days after the
certificate is filed)
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5. Signature: (required)
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/s/ Zaman Khan
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Signature of Officer
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*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series
of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required,
of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless
to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause
this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Amend Profit-After
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Revised: 1-5-15
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[ATTACHMENT]
The Corporation shall not issue to any holder a fractional share of Common Stock on account of the Reverse Stock
Split. Rather, any fractional share of Common Stock resulting from such change shall be rounded upward to the nearest whole
share of Common Stock. Share interests issued due to rounding are given solely to save the expense and inconvenience of issuing
fractional shares of Common Stock and do not represent separately bargained for consideration. Until surrendered, each certificate
that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall only
represent the number of whole shares of Common Stock into which the shares of Common Stock formerly represented by such Old
Certificate were combined into as a result of the Reverse Stock Split.”
Exhibit 99.1
SYSOREX
ANNOUNCES REVERSE STOCK SPLIT
Herndon, Virginia,
July 29, 2019
– Sysorex, Inc. (OTCQB: SYSX) (“Sysorex”), today announced that Sysorex’s Board of Directors
has approved a reverse stock split of its common stock whereby every one hundred (100) shares of its outstanding common stock or
shares of common stock held by Sysorex as treasury stock will automatically be combined into one (1) share of common stock. The
reverse split will be effective as of the commencement of trading on July 30, 2019. The common stock has been assigned a new CUSIP
number (87185L 206) in connection with the reverse stock split.
Sysorex is an
established provider of IT solutions and professional services enabling customers to manage, protect, and monetize their enterprise
assets whether on-premises, in the cloud, or via mobile. These products include enterprise computing, storage, virtualization,
networking, etc. and the services include custom application and software design, architecture and development, staff augmentation
and project management. Investors can find real-time quotes and market information for Sysorex at www.otcmarkets.com.
ABOUT SYSOREX
Sysorex provides
information technology and telecommunications solutions and services to commercial and government customers primarily in the United
States. Sysorex’s goal is to deliver right-fit information technology solutions that help organizations reach their next
level of business advantage. To that end, Sysorex provides a variety of IT services and/or technologies that enable customers to
manage, protect, and monetize their enterprise assets whether on-premises, in the cloud, or via mobile. For more information regarding
Sysorex, please visit www.sysorexinc.com
Cautionary Statement Regarding Forward Looking Statements
All statements in this release that are
not based on historical fact are “forward-looking statements” (including within the meaning of Section 21E of the United
States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended), including
but not limited to statements regarding Sysorex’s expectations of its ability to effectively pursue its operating priorities
and strategies and to achieve growth and profitability.
You can identify these forward-looking
statements by the use of words such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,”
“projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words.
These forward-looking statements are subject to a number
of risks, including those described in the risk factors set forth in Sysorex’s
filings
with the SEC,
which are available on the SEC’s web site at www.sec.gov.
Accordingly,
there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included in this press release and in Sysorex’s filings with the SEC. Sysorex undertakes no obligation
to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise,
except as required by law.
For More Information:
CORE IR
Scott Arnold, +1 516-222-2560
Managing Director
www.coreir.com