UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 1, 2022, the Board of Directors (the “Board”) of Sysorex, Inc. (the “Company”) approved an amendment to Articles of Incorporation, which was filed citing the Reverse Stock Split, as discussed in Item 8.01 of this Current Report on Form 8-K and incorporated herein by reference. The text of the amendment to Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On November 1, 2022, the Board of Directors ratified the Company’s prior approval of a Reverse Split and granted to the Board of Director’s the power to determine the final ratio for the Reverse Split. The Board of Director’s determined the ratio for the Reverse Split is to be one-thousand (1,000) for one (1), with one (1) share of Common Stock being issued for each one-thousand (1,000) shares of Common Stock issued and outstanding, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock.
The company submitted the reverse stock split plan for review to FINRA and the Reverse Stock Split was announced by FINRA (the Financial Industry Regulatory Authority) on August 4, 2023, effective within the marketplace at the open of business on August 7, 2023 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis.
As a result of the Reverse Stock Split, every one-thousand (1,000) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. Any and all fractional shares resulting from the Reverse Split which are less than one (1)) whole share, shall be rounded up to the next whole share and such Holder shall receive one such additional share to the to the next whole share as of the closing of the market on the Record Date. Any and all fractional shares created by the Reverse Stock Split which are greater than one (1) whole share will be rounded up to the nearest whole share.
An amendment to Articles of Incorporation was filed citing the Reverse Stock Split, a copy of which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 3.1 | Amendment to Articles of Incorporation of the registrant, dated November 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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 thereunto duly authorized.
| Date: August 8, 2023 | SYSOREX, INC. | |
| By: | /s/ Wayne Wasserberg | |
| Wayne Wasserberg | ||
| Chief Executive Officer and Director (Principal Executive Officer) | ||
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