Current Report Filing (8-k)
29 Julho 2019 - 6:01PM
Edgar (US Regulatory)
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 29, 2019
SYSOREX,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55924
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68-0319458
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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13880
Dulles Corner Lane
Suite 175
Herndon, Virginia
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20171
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(Address of principal
executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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Item 3.03
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Material Modification
to Rights of Security Holders.
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To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in
Item 5.03 of this current report on Form 8-K (this “Current Report”) is incorporated by reference herein.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
July 25, 2019, Sysorex, Inc., (the “Company”) filed a Certificate of Amendment (the “Reverse Stock Split Amendment”)
to its Articles of Incorporation (the “Articles of Incorporation”), with the Secretary of State of the State of Nevada
to effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding
common stock, par value $0.00001 per share (“Common Stock”), or shares of Common Stock held by the Company as treasury
stock. Pursuant to the Reverse Stock Split Amendment, effective as of July 30, 2019, every one hundred shares of the issued and
outstanding Common Stock or shares of Common Stock held by the Company as treasury stock will be converted into one share of Common
Stock, without any change in the par value per share.
The
Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the OTCQB marketplace at the opening of trading on
July 30, 2019. In connection with the Reverse Stock Split, the Common Stock will also commence trading with a new CUSIP number,
87185L 206, at such time.
No
fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock
Split, a stockholder would otherwise hold a fractional share, the stockholder will receive, in lieu of the issuance of such fractional
share, one whole share of Common Stock.
Computershare
Trust Company, N.A., the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will
provide instructions to stockholders of record regarding the process for exchanging shares. Those stockholders holding Common
Stock in “street name” will receive instructions from their brokers.
The
foregoing description of the Reverse Stock Split Amendment is a summary of the material terms thereof, does not purport to be
complete and is qualified in its entirety by reference to the Reverse Stock Split Amendment, which is incorporated herein by reference.
A copy of the Reverse Stock Split Amendment is attached hereto as Exhibit 3.1.
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Item
7.01
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Regulation
FD Disclosure.
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On
July 29, 2019, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT
INDEX
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.
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SYSOREX, INC.
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Date: July 29, 2019
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By:
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/s/
Zaman Khan
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Name:
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Zaman Khan
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Title:
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Chief Executive Officer
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3
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