Amended Current Report Filing (8-k/a)
18 Janeiro 2022 - 7:11PM
Edgar (US Regulatory)
0001737372
true
0001737372
2021-11-08
2021-11-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 8, 2021
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 175
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.
Explanatory
Note
On
November 8, 2021, Sysorex, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K (the “Original
Report”) with the Securities and Exchange Commission in connection with the execution of that certain Membership Interest Purchase
Agreement pursuant to which Down South Hosting, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of
the Company, agreed to purchase from BWP Holdings LLC, a New York limited liability company, a fifty percent (50%) membership interest
in Up North Hosting LLC, a New York limited liability company (“UNH”) (such sale, the “Transaction”). As a result
of the Transaction, UNH became an indirect wholly-owned subsidiary of the Company.
This Current Report on Form 8-K/A is being filed to amend the Original Report to provide the financial statements and pro forma financial
information described below, in accordance with the requirements of Item 9.01 of Form 8-K, which require the filing of such financial
statements and financial information not later than 71 days after the date on which the Original Report was required to be filed pursuant
to Item 2.01.
Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosure set forth in the “Explanatory Note” above is incorporated by reference into this Item 2.01. All disclosure under
Item 1.01 in the Original Report is hereby incorporated by reference into this Item 2.01.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired.
The
audited financial statements of UNH as of and for the year ended December 31, 2020, with the accompanying notes, are attached hereto
as Exhibit 99.1 and incorporated herein by reference.
The
unaudited condensed financial statements of UNH for the nine months ended September 30, 2021 and 2020, with the accompanying
notes, are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(b)
Pro forma financial information.
The
unaudited pro forma condensed combined financial information of UNH for the year ended December 31, 2020 and as of and for the nine months
ended September 30, 2021, with the accompanying notes, is attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d)
Exhibits.
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:
January 18, 2022
|
SYSOREX,
INC.
|
|
|
|
|
|
|
By:
|
/s/
Wayne Wasserberg
|
|
|
Name:
|
Wayne
Wasserberg
|
|
|
Title:
|
Chief
Executive Officer
|
3
Sysorex (CE) (USOTC:SYSX)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Sysorex (CE) (USOTC:SYSX)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
