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Related Party Transactions
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
Related Party Transactions

Note 14- Related Party Transactions

 

Effective April 1, 2021, the Company entered a variety of contracts with CoreWeave, Inc. (“CoreWeave”).

 

Asset Contribution and Exchange Agreement

 

On April 1, 2021, CoreWeave contributed 3,130 GPU of data mining equipment with 150 gigahash of computing power to the Company in exchange for an equity interest representing 28.65% of the outstanding pre-merger equity of TTM Digital prior to the merger transaction with Sysorex for a total value of approximately $12 million. As a result of the merger, and in consideration for the 28.65% ownership of TTM Digital. CoreWeave was issued 35,588,548 shares of Sysorex common stock at the merger.

 

Lease to Buy Purchase Order

 

The Company acquired 1,344 GPU data mining equipment with 125 gigahash of computing power in a lease to buy arrangement. The Company agreed to total payments of $2.2 million over 180 days subject to acceleration based on the completion of certain corporate events. Revenue generated by operation of the equipment from April 1, 2021, shall be credited against the purchase price until payment of the balance of the purchase price. The Company has determined that the fair value of the installment payments is $2.1 million and will record $0.07 million in financing interest costs for the aggregate $2.2 million in installment payments. The Company recognized approximately $0.046 million of such interest expense during the three and six months ended June 30, 2021. See Note 10 Debt, related parties for the outstanding obligation as of June 30, 2021.

  

Hosting Facilities Services Order

 

The Hosting Facility Services Order (the “Hosting Contract”) provided for the provision of hosting facility space and services by CoreWeave. The services are paid for in advance of the service month and the initial term of the hosting services is through June 30, 2022 and renews automatically for successive one year renewal terms unless either party terminates within sixty days of the expiration of the then current term. At the signing of the Hosting Contract an estimated 382 data mining rigs were covered at an estimated monthly cost of approximately $21,556 ($0.2 million per year). The Company recorded $0.06 million in hosting costs for the six months ended June 30, 2021.

 

Services Agreement

 

The initial term of the Services Agreement runs from April 1, 2021, through June 30, 2022, and automatically renews thereafter for successive one (1)-year terms unless either party provides written notice to the other of nonrenewal within sixty (60) days of the expiration of the then current Term. The initiation of the Services Agreement required a one-time payment of $0.1 million. The monthly base management fee was set to $20.00 per GPU-based Mining System (approximately $0.02 million per month), and $6.50 per ASIC-based Mining System. Base management fees are paid in arrears and due within fifteen (15) days of invoice receipt. If, during any calendar month of the Term, CoreWeave operates on average, more than 1,500 Mining Systems on behalf of the Company, the Base Management Fee with respect to the excess Mining Systems above 1,500 is discounted by Forty Percent (40%). The Company recorded $0.07 million in mining costs for the six months ended June 30, 2021.

 

Master Services Agreement

 

On April 29, 2021, the Company entered into a Master Services Agreement with CoreWeave to provide support to management relating to cryptocurrency expertise, marketing, and other operational matters for a three-month term. The compensation for these services is a fixed fee of $35,000 per 30-day period, which includes 175 hours per period. The Company recorded $0.07 million in service costs for the six months ended June 30, 2021.

 

First Choice International Company, Inc.

 

On March 19, 2021, the Company, Systat and First Choice International Company, Inc. (“First Choice”) entered into a Letter Agreement (“Letter Agreement”), providing for the advance payment by the Lender of $2 million (the “Advance”) to Systat on behalf of the Company. In consideration of the Advance, Systat agreed it would (a) enter into a Securities Settlement Agreement (“SSA”) with the Company for the exchange of three promissory notes owed by the Company to Systat in the aggregate principal amount of $3.3 million plus accrued interest (the “Exchanged Notes”) for equity of the Company in the Sysorex Recapitalization; and (b) assign an additional note dated June 30, 2020, in the principal amount of $3 million (the “Assigned First Choice Note”) to First Choice. First Choice further agreed to enter into a SSA to exchange the Assigned First Choice Note for equity in the Company in the Sysorex Recapitalization.

 

In addition, the Company obtained additional financing of approximately $278,000 from First Choice on April 14, 2021, immediately before the Merger execution through a Commercial Loan Agreement. As of the Merger the Company carried approximately $5,414,000 in debt owed to First Choice for the Advance, the Assigned First Choice Note, the Commercial Loan Agreement (collectively the “First Choice Notes”) and accrued interest on the First Choice Notes. In the Sysorex Recapitalization transaction the $3 million Assigned First Choice Note was exchanged for the right to 5,272,407 shares of Company stock. In payment for the debt, First Choice was compensated with 160,785 share of Company stock and 5,111,622 Prefunded Warrants with an exercise price of $.00001 per share.

 

During the quarter ended June 30, 2021, the Company paid $1.3 million to First Choice to reduce the amount of debt owed. As of June 30, 2021, the balance of the loans with First Choice were approximately $1 million. The Company made additional payments to First Choice in July 2021 and as noted in Note 15 Subsequent Events made a final payment on July 8, 2021, of approximately $1 million in full satisfaction of the First Choice obligations.

 

Bespoke Growth Partners, Inc.

 

On July 13, 2020, the Company executed an agreement with Bespoke Growth Partners, Inc. (“Bespoke”) for the provision of consulting services to Sysorex. Bespoke was compensated $25,000 for this consulting services agreement and amendments plus the issuance of 250,000 shares of Company stock.

 

On April 1, 2021, TTM Digital executed a consulting agreement with Bespoke which called for compensation equal to 4.5% of the outstanding pre-merger equity of TTM Digital. In payment for corporate advisory expertise and consulting services, Bespoke was compensated with 339,820 shares of Company Stock and 5,250,000 Prefunded Warrants with an exercise price of $.00001 per share. The compensation was valued at approximately $1.9 million and, recorded in General and Administrative expenses in the Condensed Consolidated Statements of Operations.