Amended Statement of Ownership (sc 13g/a)
07 Março 2022 - 6:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
SYSOREX,
INC.
(Name
of Issuer)
COMMON
STOCK, $0.00001 par value
(Title
of Class of Securities)
87185L206
(CUSIP
Number)
Mark
H. Peikin
1875
N.W. Corporate Blvd.
Suite
290
Boca
Raton, FL 33431
(954)
621-8126
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February 23, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒
Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
One Percent Investments, Inc.
EIN:
83-2877096 |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5.
Sole Voting Power
2,000,998 |
6.
Shared Voting Power
0 |
7.
Sole Dispositive Power
2,000,998 |
8.
Shared Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,000,998 |
|
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)*
1.2% |
|
| 12. |
Type
of Reporting Person:
CO |
|
| 1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
First Choice International Company, Inc.
EIN:
27-1461143 |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5.
Sole Voting Power
7,781,622 |
6.
Shared Voting Power
0 |
7.
Sole Dispositive Power
7,781,622 |
8.
Shared Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,781,622 |
|
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)*
4.7% |
|
| 12. |
Type
of Reporting Person:
CO |
|
| 1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Bespoke Growth Partners, Inc.
EIN:
26-4498468 |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5.
Sole Voting Power
4,244,320 |
6.
Shared Voting Power
0 |
7.
Sole Dispositive Power
4,244,320 |
8.
Shared Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,244,320 |
|
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)*
2.6% |
|
| 12. |
Type
of Reporting Person:
CO |
|
| 1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Mark H. Peikin
|
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
U.S. |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5.
Sole Voting Power
14,026,940 |
6.
Shared Voting Power
0 |
7.
Sole Dispositive Power
14,026,940 |
8.
Shared Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
14,026,940 |
|
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)*
8.5% |
|
| 12. |
Type
of Reporting Person:
IN |
|
*
The percentage calculation is based on 164,410,873 shares of common stock, par value $0.00001 per share, of Sysorex, Inc., a Nevada
corporation (the “Company”), outstanding as of the close of business on February 22, 2022, as reported by OTC Markets.
| ITEM 1. |
|
(a) |
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Name of Issuer: |
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SYSOREX,
INC.
This
Amendment No. 2 amends the statement on Schedule 13G/A filed on February 14, 2022. |
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(b) |
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Address of Issuer’s Principal Executive Offices: |
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13880
Dulles Corner Lane,
Suite
175
Herndon,
Virginia 20171. |
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| ITEM 2. |
|
(a) |
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Name of Person Filing: |
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This report
is filed by Bespoke Growth Partners, Inc., First Choice International Company Inc. and One Percent Investments, Inc. with respect
to shares of the Issuer’s common stock that are directly beneficially owned by Bespoke Growth Partners, Inc., First Choice
International Company Inc. and One Percent Investments, Inc., and filed by Mark H. Peikin, who is the Chief Executive Officer of
each of the foregoing entities and has dispositive and voting power over the shares held by the foregoing entities. |
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(b) |
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Address of Principal Business Office, or if None, Residence: |
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1875 N.W. Corporate Blvd., Ste. 290, Boca Raton, FL
33431 |
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I |
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Citizenship: |
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U.S. |
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(d) |
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Title of Class of Securities: |
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Common |
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(e) |
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CUSIP Number: |
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87185L206 |
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| ITEM 3. |
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IF THIS
STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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☐ |
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Broker or dealer registered
under Section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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☐ |
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Bank as defined in Section
3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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☐ |
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Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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☐ |
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Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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☐ |
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An
investment adviser in accordance with ss.240.13d-1(b)(1)(I(E); |
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(f) |
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☐ |
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An employee benefit plan
or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A parent holding company
or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); |
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(h) |
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☐ |
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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☐ |
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A
church plan that is excluded from the definition of an investment company under secIn 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3); |
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(j) |
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☐ |
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Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J). |
| ITEM 4. |
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OWNERSHIP. |
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
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Amount beneficially owned: |
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14,026,940 |
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(b) |
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Percent of class: |
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8.5%* |
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(c) |
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Number of shares as to which such person
has: |
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(i) |
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Sole power to vote or to direct the vote: |
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14,026,940 |
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(ii) |
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Shared power to vote or to direct the vote: |
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0 |
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(iii) |
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Sole power to dispose or to direct the disposition
of: |
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14,026,940 |
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(iv) |
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Shared
power to dispose or to direct the disposition of:
0 |
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The
percentage calculation is based on 164,410,873 shares of common stock, par value $0.00001 per share, of Sysorex, Inc., a Nevada
corporation (the “Company”), outstanding as of the close of business on February 22, 2022, as reported by OTC
Markets. |
| ITEM 5. |
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OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS. |
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ] |
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| ITEM 6. |
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OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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N/A |
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| ITEM 7. |
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IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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N/A |
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| ITEM 8. |
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IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP. |
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N/A |
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| ITEM 9. |
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NOTICE OF DISSOLUTION
OF GROUP. |
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N/A |
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| ITEM 10. |
CERTIFICATIONS. |
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By signing below, I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or effect , other than activities solely in connection
with a nomination under § 240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| |
One Percent Investments, Inc. |
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| Date:
March 7, 2022 |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
| |
Title: |
Chief Executive Officer |
| |
First Choice International Company,
Inc. |
| |
|
|
| Date:
March 7, 2022 |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
| |
Title: |
Chief Executive Officer |
| |
Bespoke Growth Partners, Inc. |
| |
|
|
| Date:
March 7, 2022 |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
| |
Title: |
Chief Executive Officer |
| |
Mark H. Peikin |
| |
|
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| Date:
March 7, 2022 |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
EXHIBIT
A
to
Schedule
13G
The
group members are as follows:
One
Percent Investments, Inc.
First
Choice International Company, Inc.
Bespoke
Growth Partners, Inc.
Mark
H. Peikin
EXHIBIT
B
to
Schedule
13G
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf
of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 14,026,940 shares of Common Stock
of SYSOREX, INC. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto,
and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is
responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows
or has reason to believe that such information is inaccurate.
IN
WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on March 7, 2022.
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One Percent Investments, Inc. |
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|
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By: |
/s/ Mark
H. Peikin |
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Name: |
Mark H. Peikin |
| |
Title: |
Chief Executive Officer |
| |
First Choice International Company,
Inc. |
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|
|
| |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
| |
Title: |
Chief Executive Officer |
| |
Bespoke Growth Partners, Inc. |
| |
|
|
| |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
| |
Title: |
Chief Executive Officer |
| |
Mark H. Peikin |
| |
|
|
| |
By: |
/s/ Mark
H. Peikin |
| |
Name: |
Mark H. Peikin |
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