Item 3.03. Material Modification to Rights
of Security Holders.
As previously disclosed
in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2022 by Sysorex,
Inc. (the “Company”), on August 17, 2022, before taking a vote at the Company’s 2022 Annual Meeting of Stockholders
(the “Annual Meeting”), which Annual Meeting was previously adjourned on July 25, 2022, on any of the proposals presented
in the Company’s definitive proxy statement on Schedule 14A, as filed by the Company with the SEC on June 15, 2022 (collectively,
the “Corporate Actions”), the Annual Meeting was adjourned by Wayne Wasserberg, Chief Executive Officer and director of the
Company, acting as Chairman of the Annual Meeting, to 10:00 a.m., Eastern time, on September 22, 2022.
Subsequently, on September
6, 2022, the Board of Directors (the “Board”) of the Company adopted a Voting Rights Plan (the “Plan”) pursuant
to which the Board authorized and granted super voting rights (the “Voting Rights”) to certain shares of the Company’s
common stock, $0.00001 par value (“Common Stock”), held by stockholders holding a minimum of 12,900,000 shares of Common Stock
(each, a “Rights Stockholder”) as of the close of business on May 27, 2022, the record date for the Annual Meeting (the “Eligibility
Record Date”). The Voting Rights will allow Rights Stockholders the ability to exercise additional voting rights with respect to
their shares of Common Stock to which the Voting Rights are applied (the “Eligible Shares”).
The Plan was adopted
by the Board pursuant to the authority in Nevada Revised Statutes (“NRS”) 78.195(5) and NRS 78.350(8), based upon the
determination by the Board that the Plan is necessary to protect the interests of the Company and its stockholders. The Plan is of limited
scope and purpose and is designed to facilitate the approval of the Corporate Actions at the Annual Meeting, including, but not limited
to (i) approval of the amendment of the Articles to increase the total number of authorized shares of the Company’s capital stock
from 510,000,000 shares to 3,010,000,000 shares, of which 3,000,000,000 shares will be designated as Common Stock and 10,000,000 shares
will be designated as preferred stock (the “Authorized Share Increase”); (ii) approval of the amendment of the Articles to
effect a reverse stock split of the Common Stock at a ratio of no less than 1-for-500 and no more than 1-for-1,000, with such ratio to
be determined at the sole discretion of the Board, with any fractional shares being rounded up to the next higher whole share (the “Reverse
Stock Split”); and (iii) approval of the amendment of the Articles, which approval is contingent upon shareholder approval of and
the occurrence of the Reverse Stock Split, to decrease the total number of authorized shares of capital stock from 3,010,000,000 (assuming
that the Authorized Share Increase is approved by stockholders and implemented), to 510,000,000 shares, of which 500,000,000 shares will
be designated as Common Stock and 10,000,000 shares will be designated as preferred stock (the “Decrease in Authorized Shares”
and collectively with the Authorized Share Increase and the Reverse Stock Split, the “Articles Amendments”). The Board has
determined that the Articles Amendments are critical to the Company’s continued operations. The Corporate Actions, including the
Articles Amendments, have been submitted to the Company’s stockholders at the Annual Meeting.
Under the Plan, each
Rights Stockholder will have the right to vote on the Corporate Actions at the Annual Meeting, with all other stockholders as a single
class, the number of votes per share of Common Stock owned multiplied by 15 (the “Voting Factor”), where the resulting total
number of votes for each Rights Stockholder, will be voted as follows:
| (i) | The votes equal to the number of shares of Common Stock owned by the Rights Stockholder shall be voted
as indicated by the Rights Stockholder on such Rights Stockholder’s proxy or ballot for the Annual Meeting; and |
| (ii) | The additional votes equal to the number of shares of Common Stock owned by the Rights Stockholder multiplied
by the Voting Factor shall be voted, without any further action from such Rights Stockholder, in the same proportion as shares of Common
Stock are voted (excluding any shares of Common Stock that are not voted, as well as any broker non-votes) on each of the Corporate Actions
at the Annual Meeting. |
The Voting Factor may
be amended in the sole discretion of the Board, where notice of any such amendment will be provided via a Current Report on Form 8-K filed
with the Securities and Exchange Commission by the Company.
To vote the Voting Rights,
stockholders must be Rights Stockholders as of May 27, 2022, the record date for the Annual Meeting. The Company believes that it has
identified all Rights Stockholders and has notified all such Rights Stockholders of their status as Rights Stockholders. If you believe
that you are a Rights Stockholder and have not been notified by the Company of your status as a Rights Stockholder, please contact the
Company immediately by writing to the Company at c/o Sysorex, Inc., 13880 Dulles Corner Lane, Suite 120, Herndon, VA 20171, Attn: Chief
Executive Officer. Any such notification must be received no later than 5:00 p.m., Eastern time, on September 15, 2022. The Board
will make the final determination of whether you are or are not a Rights Stockholder, which determination shall be final and binding on
all parties.
If you are the registered
holder of your securities, which means that your name appears in the Company’s records as a stockholder, the Company can verify
your eligibility on its own. If, however, you are not a registered holder and you have not received notification from the Company of your
status as a Rights Stockholder, the Company likely does not know that you are a stockholder, or how many shares you own. In this case,
you must prove your eligibility to the Company in one of two ways:
| (A) | The first way is to submit to the Company a written statement from the “record” holder of
your securities (usually a broker or bank) verifying the number of shares of Common Stock you held as of May 27, 2022, the record date
for the Annual Meeting, which amount must be at least 12,900,000 shares of Common Stock; or |
| (B) | The second way to prove ownership applies only if you were required to file, and filed, a Schedule 13D,
Schedule 13G, Form 3, Form 4, and/or Form 5, or amendments to those documents or updated forms, demonstrating that you held, as of May
27, 2022, at least 12,900,000 shares of Common Stock. If you have filed one or more of these documents with the SEC, you may demonstrate
your status as a Rights Stockholder by submitting to the Company a copy of the schedule(s) and/or form(s), and any subsequent amendments
reporting a change in your ownership level. The Board has the sole and absolute discretion on determining the sufficiency of any notification
received from a stockholder, where the determination by the Board to either accept or reject such notification will be final. Any such
Rights Stockholder who fails to timely notify the Company of its status as a Rights Stockholder will forego the ability to exercise the
Voting Rights, but will continue to be able to vote such stockholder’s shares of Common Stock on a one-for-one basis. |
The Voting Rights and
the Plan will automatically terminate upon the occurrence of, among other things: (i) the earlier of (a) the completion of the vote
of the Company’s stockholders at the Annual Meeting as to the approval of the Corporate Actions; and (b) if the Corporate Actions
are not all approved at the Annual Meeting, then December 31, 2022; or (ii) the termination of the Plan.
The foregoing is a summary
of the material terms of the Plan and is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 4.1
and is incorporated herein by reference.