SYSX Sysorex Inc (CE)

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:

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:

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.