As filed with the Securities and Exchange Commission on March 12, 2024
Registration No. 333-273964
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
__________________________
| 7371 | 88-0434915 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
(408) 702-2167
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
__________________________
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
(408) 702-2167
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________
Copies to:
Kevin Friedmann, Esq. |
Ronald R. Levine II, Esq. |
__________________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | | |||
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statements Schedules.
(a) Exhibits.
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II-1
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5.1 |
Opinion of Greenberg Traurig LLP as to the validity of the securities registered. |
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II-2
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II-3
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II-4
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10.61+†# |
Aircraft Purchase Agreement, dated February 2, 2022, between XTI and Counterparty A. |
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23.3 |
Consent of Greenberg Traurig LLP (included as part of Exhibit 5.1). |
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Power of Attorney (included on signature page to the initial filing of the Registration Statement). |
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Form of Proxy Card for Special Meeting of Stockholders of Registrant. |
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Consent of Gemini Valuation Services, LLC, financial advisor to Inpixon. |
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XBRL Instance Document |
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XBRL Taxonomy Extension Schema Document |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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XBRL Taxonomy Extension Definition Linkbase Document |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE# |
XBRL Taxonomy Extension Presentation Linkbase Document |
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107# |
____________
* Indicates management contract or compensatory plan.
+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
† Certain portions of this exhibit have been excluded from this exhibit because the information is both not material and is the type that XTI customarily treats as private and confidential. Redacted information is indicated by [#*]. An unredacted copy of this exhibit will be furnished to the SEC upon request on a supplemental basis.
# Previously filed.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on March 12, 2024.
INPIXON |
||||
By: |
/s/ Nadir Ali |
|||
Name: |
Nadir Ali |
|||
Title: |
Chief Executive Officer |
Signature |
Title |
Date |
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/s/ Nadir Ali |
Chief Executive Officer and Director |
March 12, 2024 |
||||
Nadir Ali |
(Principal Executive Officer) |
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* |
Chief Financial Officer and Director |
March 12, 2024 |
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Wendy Loundermon |
(Principal Financial and Accounting Officer) |
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* |
Director |
March 12, 2024 |
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Leonard Oppenheim |
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* |
Director |
March 12, 2024 |
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Kareem Irfan |
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* |
Director |
March 12, 2024 |
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Tanveer Khader |
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*By: |
/s/ Nadir Ali |
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Nadir Ali |
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Attorney-in-fact |
II-6
Exhibit 5.1
March 12, 2024
Inpixon
405 Waverley St.
Palo Alto, CA 94301
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special Nevada counsel to Inpixon, a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-4, Registration No. 333-273964 (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on November 13, 2024, with respect to the offer and sale to the security holders of XTI Aircraft Company, a Delaware corporation (“XTI”), in a business combination transaction (the “Proposed Transaction”) pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023 (as amended, the “Merger Agreement”), by and among the Company, Superfly Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and XTI of: (i) up to 83,312,199 shares (the “XTI Shares”) of common stock, par value $0.001, of the Company (“Common Stock”) issuable to holders of XTI common stock; (ii) up to 53,402,306 shares of Common Stock (the “Option Shares”) issuable upon exercise of XTI options (“Options”) that are being assumed by the Company in the Proposed Transaction, (iii) up to 35,513,081 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of XTI warrants (“Warrants”) that are being assumed by the Company in the Proposed Transaction, and (iv) up to 8,404,824 shares of Common Stock (the “Note Shares”) issuable upon conversion of the convertible promissory note of XTI dated April 1, 2023 (the “Note”) that is being assumed by the Company in the Proposed Transaction. The XTI Shares, the Option Shares, the Warrant Shares and the Note Shares are referred to collectively as the “Shares.” The number of Shares registered on the Registration Statement represented the maximum total number of shares of Common Stock issuable as XTI Shares, Option Shares, Warrant Shares and Note Shares, assuming that (x) Inpixon’s outstanding warrants to purchase up to 141,000,000 shares of Inpixon Common Stock pursuant to that certain warrant purchase agreement dated May 15, 2023 would all be exercised prior to the closing; (y) Inpixon would effect a reverse stock split of its Common Stock immediately prior to the closing at a ratio of 1-for-2 (the “Reverse Stock Split”) and an estimated exchange ratio for the Proposed Transaction (which is subject to adjustments as provided in the Merger Agreement) of 4.103234632 shares of post-reverse-split Common Stock for each outstanding share of XTI common stock.
On March 12, 2024, effective at 4:01 p.m. Eastern Time, the Company effected a Reverse Stock Split at a ratio of 1-for-100. In accordance with the final exchange ratio of 0.0892598 after taking into account adjustments as provided in the Merger Agreement including the Reverse Stock Split, the Company will issue (subject to rounding up of fractional shares on an individual basis): (i) up to 5,661,074 XTI Shares to holders of XTI common stock at the closing; (ii) up to 1,068,959 Option Shares issuable upon exercise of Options that are being assumed by the Company at the closing; (iii) up to 382,610 Warrant Shares issuable upon exercise of Warrants that are being assumed by the Company at the closing; and (iv) up to 4,611 Note Shares issuable upon conversion of the convertible promissory notes that are being assumed by the Company at the closing.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with the furnishing of this opinion letter, we have examined, considered and relied upon the following documents (collectively, the “Documents”):
· | the Registration Statement; |
· | the Merger Agreement; |
· | the Options; |
· | the Warrants; |
· | the Note; |
· | the Company’s Restated Articles of Incorporation, as amended; |
· | the Company’s Amended and Restated By-Laws, as amended and as to be amended as contemplated the Merger Agreement; |
· | resolutions of the board of directors of the Company; and |
· | such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinion contained herein. |
In rendering the opinion set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, the veracity of the Documents, and the legal capacity of all individuals executing any of the Documents. For the purposes of the opinion set forth below, we have also assumed that (i) in connection with the issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance; (ii) before the issuance of the Shares, the conditions to consummating the transactions contemplated by the Merger Agreement will have been satisfied or duly waived; and (iii) before the issuance of the Option Shares, Warrant Shares and Note Shares, the Company will receive consideration in accordance with the terms of the Options, Warrants and Note, respectively. As to questions of fact material to the opinion hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents.
Based solely upon the foregoing examination, and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that, (i) upon issuance in the Proposed Transaction, the XTI Shares will be validly issued, fully paid and non-assessable; and (ii) (a) upon issuance in connection with the exercise of Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued, fully paid and non-assessable, (b) upon issuance in connection with the exercise of Options in accordance with the terms thereof, the Option Shares will be validly issued, fully paid and non-assessable, and (c) upon issuance in connection with the conversion of the Note in accordance with the terms thereof, the Note Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to Chapters 78 and 92A of the Nevada Revised Statutes as currently in effect.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
Very truly yours, | |
/s/ GREENBERG TRAURIG, LLP |
Document And Entity Information |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | INPIXON |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | The Company has filed with the Securities and Exchange Commission (the “Commission”) a proxy statement/prospectus on Form S-4 (Registration No. 333-273964), filed on August 14, 2023 and amended by pre-effective Amendment No. 1 thereto on October 6, 2023 and by pre-effective Amendment No. 2 thereto on November 11, 2023 (the “Registration Statement”), which was declared effective by the Commission as of November 13, 2023, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), shares of the Company’s common stock, par value $0.0001 per share (the “Consideration Shares”), to be issued to equity holders of XTI Aircraft Company (“XTI”) pursuant to the terms of the Agreement and Plan of Merger, dated as of July 24, 2023 (the “Merger Agreement”) by and among the Company, Superfly Merger Sub Inc. and XTI, all as further described in the Registration Statement. Pursuant to the requirements of the Merger Agreement and the rules of the Nasdaq Capital Market, the Company may not issue the Consideration Shares until the Company has received stockholder approval of such issuance. The Company has obtained such stockholder approval at its special meeting in lieu of a 2023 annual meeting of its stockholders held on December 8, 2023. In connection with this, the Company is filing as Exhibit 5.1 hereto an opinion of counsel with respect to the Consideration Shares. Such opinion is incorporated by reference into the Registration Statement. |
Entity Central Index Key | 0001529113 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
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