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): June 30, 2022
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 120 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 8.01. Other Events.
As previously disclosed in the Current Report on Form 8-K filed on March 30, 2022, by Sysorex, Inc. (“Company”), on March 24, 2022, the Company executed Heads of Terms (“Heads of Terms”) with Ostendo Technologies, Inc. (“Ostendo” or “Purchaser”) which includes certain binding and non-binding provisions. Pursuant to the Heads of Terms, the Company and Ostendo agreed to certain terms related to the Company’s sale of approximately 75% of its Ethereum mining assets and certain associated real property to Ostendo for $68,400,000 of Ostendo preferred stock, subject to the terms of the Heads of Terms, and subject to definitive terms to be set forth in definitive transaction agreements to be executed by the parties. Pursuant to the terms of the Heads of Terms, the closing of the transaction was to occur no later than May 24, 2022, unless mutually extended in writing by the parties.
As previously disclosed in the Current Report on Form 8-K filed on June 22, 2022, by the Company, on June 10, 2022, the Company executed an Amendment No. 1 to Heads of Terms (“Amendment 1”) with Ostendo and its wholly owned subsidiary TTM Digital Assets & Technologies, Inc. Pursuant to the Amendment 1, the parties agreed to amend certain terms contained in the Heads of Terms, including:
| 1) | The closing of the transaction is to occur no later than June 30, 2022, unless mutually extended in writing by the parties. |
| 2) | The definition of “TTM Assets” was amended and restated to read “(i) all of the Seller Parties’ GPUs and related assets, supporting equipment and software (including software licenses, if any), in each case wherever located, (ii) the Company’s equity interests in Style Hunter, Inc. (excluding options to purchase equity interests), (iii) the real estate comprising the Lockport, NY location, and (iv) any other assets directly or indirectly used in the operation of the Seller Parties’ crypto mining business.” |
| 3) | The first sentence of the section of the Heads of Terms entitled “Purchase Price Consideration” was amended and restated to read: “The Purchase Price shall be comprised of the issuance to the Seller of 4,697,917 fully paid, non-assessable shares of the Purchaser valued at $45,100,000.00.” |
On June 30, 2022, the Company executed an Amendment No. 2 to Heads of Terms (“Amendment 2”) with Ostendo and the Company’s wholly owned subsidiary TTM Digital Assets & Technologies, Inc. (“Seller”, and together with the Company, the “Seller Parties”). Pursuant to the Amendment 2, the parties agreed to amend certain terms contained in the Heads of Terms and Amendment 1, including:
| 1) | The closing of the transaction is to occur no later than July 31, 2022, unless mutually extended in writing by the parties. |
| 2) | The term “Expiration Date” in the section of the Heads of Term entitled “Exclusivity” is hereby amended to be the earlier of July 31, 2022 or the date on which Ostendo notifies the Company in writing that it is terminating negotiations regarding the transactions (and Ostendo agrees to give such notification promptly upon making a determination to terminate negotiations). |
The foregoing description of the Amendment No. 2 to Heads of Terms is qualified in its entirety by reference to the Amendment No. 2 to Heads of Terms, which is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Heads of Terms, dated March 24, 2022. (1) | |
| 99.2 | Amendment No. 1 to Heads of Terms, dated June 10, 2022. (2) | |
| 99.3 | Amendment No. 2 to Heads of Terms, dated June 30, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| (1) | Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on March 30, 2022. |
| (2) | Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on June 22, 2022. |
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 7, 2022 | SYSOREX, INC. | |
| By: | /s/ Wayne Wasserberg | |
| Name: | Wayne Wasserberg | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.3
Amendment No. 2
to
HEADS OF TERMS
Dated as of June 30, 2022
This Amendment No. 1 to Heads of Terms (this “Amendment”) is entered into as of the date set forth above by and between Ostendo Technologies, Inc., (“Purchaser”), Sysorex, Inc. (the “Company”) and its wholly owned subsidiary TTM Digital Assets & Technologies, Inc. (“Seller,” and together with the Company, the “Seller Parties”). The Purchaser, the Company and Seller may be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein shall have the meaning given in the Head of Terms.
WHEREAS the Parties are the parties to the Heads of Terms dated March 24, 2022, as amended on June 10, 2022 (as so amended, the “Heads of Terms”) and now desire to amend the Heads of Terms as set forth herein;
NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
| 1. | The date “June 30, 2022” in the section of the Heads of Terms entitled “Closing” is hereby amended to be “July 31, 2022.” |
| 2. | The term “Expiration Date” in the section of the Heads of Term entitled “Exclusivity” is hereby amended to be the earlier of July 31, 2022 or the date on which Purchaser notifies the Company in writing that it is terminating negotiations regarding the transactions (and Purchase agrees to give such notification promptly upon making a determination to terminate negotiations). |
| 3. | Other than as amended herein, the Heads of Terms shall remain in full force and effect. |
| 4. | This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall be a single legal instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other such transmission method (with counterpart) so delivered and deemed to have been duly and validly delivered by the Parties hereto. |
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first set forth above.
| Sysorex, Inc. | ||
| By: | /s/ Wayne Wasserberg | |
| Name: | Wayne Wasserberg | |
| Title: | Chief Executive Officer | |
| TTM Digital Assets & Technologies, Inc. | ||
| By: | /s/ Wayne Wasserberg | |
| Name: | Wayne Wasserberg | |
| Title: | President | |
| Ostendo Technologies, Inc. | ||
| By: | /s/ Hussein El-Ghoroury | |
| Name: | Hussein El-Ghoroury | |
| Title: | Chief Executive Officer | |