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 20, 2021
SYSOREX, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55924 | 68-0319458 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
13880
Dulles Corner Lane
Suite 175 Herndon, Virginia |
20171 | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| N/A | N/A | N/A |
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. |
Amendment of 2018 Equity Incentive Plan
On July 20, 2021, the board of directors (the “Board”) of Sysorex, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) of the Company’s 2018 Equity Incentive Plan (as so amended, the “Plan”) to increase the number of shares of the Company’s common stock (“Common Stock”) reserved for issuance thereunder by 8,000,000 shares. The Plan Amendment became effective immediately.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Amendment of Employment Agreement
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Wayne Wasserberg in connection with Mr. Wasserberg’s services as the Chief Executive Officer of the Company and President, Treasurer, and Secretary of its wholly-owned subsidiary TTM Digital Assets & Technologies, Inc. (“TTM”) on May 7, 2021.
On July 26, 2021, the Company and Mr. Wasserberg entered into an amendment to the Employment Agreement effective as of July 20, 2021 (the “Amendment”). The Amendment increases the total number of restricted shares of Common Stock issuable to Mr. Wasserberg pursuant to the Agreement from 200,000 to 1,000,000 and provides that the entirety of the shares will be issued pursuant to the Plan in accordance with the following vesting schedule: (i) 500,000 shares of Common Stock will be issued and vested as of July 20, 2021 and (ii) additional 500,000 shares of restricted Common Stock will be issued and vested on January 20, 2022, provided that such issuance and vesting will occur only if Mr. Wasserberg remains an employee of the Company and TTM as of such date.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed as part of this report.
1
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: July 26, 2021 | SYSOREX, INC. | |
| By: | /s/ Wayne Wasserberg | |
| Name: | Wayne Wasserberg | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
FIRST AMENDMENT
TO
SYSOREX, INC.
2018 EQUITY INCENTIVE PLAN
This first amendment (this “Amendment”) to the Sysorex, Inc. 2018 Equity Incentive Plan (the “Plan”), was duly adopted by written consent of the Board of Directors (the “Board”) of Sysorex, Inc. (the “Company”) effective as of July 20, 2021. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Plan.
WITNESSETH:
WHEREAS, Section 6.2 of the Plan permits the Board to amend the Plan, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including any rule of the Nasdaq Capital Market or any other stock exchange on which Shares are then traded; and
WHEREAS, the Company desires and the Board approved to increase the number of shares issuable under the Plan by 8,000,000 shares of the Company’s common stock.
NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan:
| 1. | That the first paragraph of Section 1.5 of the Plan is amended to read as follows: |
“1.5. Shares and Cash Available. Subject to (i) adjustment as provided in Section 6.7, (ii) as to grants of Incentive Stock Options, adjustment as permitted by Section 422 of the Code and the Treasury Regulations promulgated thereunder, and (iii) to all other limits set forth in this Section 1.5, 8,103,008 Shares shall be available for awards (including Incentive Stock Options) under this Plan as of July 20, 2021. The number of Shares that remain available for future grants under the Plan shall be reduced by the sum of the aggregate number of Shares which become subject to outstanding options, outstanding Free-Standing SARs and outstanding Share Awards and delivered upon the settlement of Performance Units. As of the first day of each calendar quarter beginning on or after July 20, 2021, the number of Shares available for all awards under the Plan shall automatically increase by a number equal to the least of (x) 10,000 Shares (such number reflects the 100-to one reverse stock split effected previously), (y) 10% of the number of Shares that are issued and outstanding as of such date, or (z) a lesser number of Shares determined by the Committee. To the extent that Shares subject to an outstanding option, SAR, Share Award or other award granted under the Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding Shares subject to an option cancelled upon settlement in Shares of a related tandem SAR or Shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such Shares shall again be available under this Plan. Subject to adjustment as provided in Section 6.7, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 1.5, plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant this Section 1.5.
2. Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended is hereby ratified and confirmed and shall remain in full force and effect.
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This first amendment to employment agreement (this “Amendment”) is entered into as of July 20, 2021 (the “Amended Effective Date”), by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), TTM Digital Assets & Technologies, Inc. (“TTM”) (collectively, the “Company”), and Wayne Wasserberg, an individual, currently residing in Florida (“Employee”). Sysorex, TTM, and Wasserberg are individually referred to herein as a “party” and collectively as the “parties.”
RECITALS
WHEREAS, the Company and Employee have entered into that certain employment agreement, effective as of May 7, 2021 (the “Agreement”); and
WHEREAS, Employee is willing and the Company desires to modify certain terms and conditions to the Agreement as more fully set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth in the Agreement, the parties hereto agree as follows:
1. Amendment. The Company and Employee hereby agree to amend and restate Exhibit B of the Agreement in its entirety to read as follows:
Employee shall receive the total of 1,000,000 restricted shares of common stock of the Company pursuant to the Company’s 2018 Equity Incentive Plan, as amended, as follows: (i) 500,000 shares of restricted Common Stock shall be issued and vested as of the Amended Effective Date and (ii) additional 500,000 shares of restricted Common Stock shall be issued and vested to the Employee on January 20, 2022, provided that such issuance and vesting shall occur only in the event if the Employee remains an employee of the Company as of such date.
2. Effectiveness. The amendment set forth in Section 1 shall be effective as of the Amended Effective Date.
3. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein and agree that nothing else in the Agreement shall be affected by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Amended Effective Date.
| SYSOREX, INC.: | TTM DIGITAL ASSETS & TECHNOLOGIES, INC.: | |||
| By: | /s/ Vincent Loiacono | By: | /s/ Vincent Loiacono | |
| Name: | Vincent Loiacono | Name: | Vincent Loiacono | |
| Title: | Chief Financial Officer | Title: | Treasurer, Authorized Person | |
| EMPLOYEE: | ||||
| By: | /s/ Wayne Wasserberg | |||
| Name: | Wayne Wasserberg | |||