PALO
ALTO, Calif., Aug. 4, 2023
/PRNewswire/ -- Inpixon® (Nasdaq: INPX), a leading provider of
real-time location systems (RTLS), today announced it will host a
conference call presentation at 4:30 p.m.
Eastern Time on Monday, August 14, 2023 to provide a
business update as well as a presentation by the management of
XTI Aircraft Company ("XTI") following the recently announced
definitive merger agreement between Inpixon and XTI. Inpixon plans
to release its financial results for the second quarter of 2023
after market close the same day.
Interested parties may access the conference call presentation
at https://www.webcaster4.com/Webcast/Page/2235/48894 or at
the link on Inpixon's Investor Relations section of the website,
ir.inpixon.com/ir-news-events/ir-calendar. A webcast replay
will be available on Inpixon's Investor Relations section of the
website (ir.inpixon.com/ir-news-events/ir-calendar).
Shareholders and other interested parties are invited to submit
questions to Inpixon management prior to the beginning of the call
via email to inpx@crescendo-ir.com.
About Inpixon
Inpixon® (Nasdaq: INPX)
is the innovator of Indoor Intelligence®, delivering
actionable insights for people, places and things. Combining the
power of mapping, positioning and analytics, Inpixon helps to
create smarter, safer, and more secure environments. The company's
Indoor Intelligence and industrial real-time location system (RTLS)
solutions are leveraged by a multitude of industries to optimize
operations, increase productivity, and enhance safety. Inpixon
customers can take advantage of industry leading location
awareness, analytics, sensor fusion, IIoT and the IoT to create
exceptional experiences and to do good with indoor data. For the
latest insights, follow Inpixon on LinkedIn, Twitter, and
visit inpixon.com.
About XTI
XTI Aircraft Company is an aviation business
based near Denver, Colorado. XTI
is guided by a leadership team with decades of experience, deep
expertise, and success bringing new aircraft to market, including
more than 40 FAA-certified new aircraft configurations. XTI is
founded on a culture of customer-focused problem solving to meet
the evolving needs of modern travelers. For information and updates
about XTI Aircraft Company and the TriFan 600, visit
xtiaircraft.com. For information on reserving a priority position
for the TriFan under the company's pre-sales program, contact Mr.
Saleem Zaheer at +1-720-900-6928 or
szaheer@xtiaircraft.com.
Contacts
Inpixon Contacts
General inquiries:
Email: marketing@inpixon.com
Web: inpixon.com/contact-us
Investor relations:
Crescendo Communications, LLC
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com
XTI Aircraft Contacts
General inquiries:
Email: liftup@xtiaircraft.com
Web: xtiaircraft.com/cm/get-involved
Investor relations:
Crescendo Communications for
XTI
Tel: +1 212-671-1020
Email: XTI@crescendo-ir.com
Important Information About the Proposed Transaction and
Where to Find It
This press release relates to a proposed transaction between XTI
Aircraft Company, a Delaware
corporation ("XTI"), and Inpixon, a Nevada corporation ("Inpixon"), pursuant to an
agreement and plan of merger, dated as of July 24, 2023, by and among Inpixon, Superfly
Merger Sub Inc. and XTI (the "proposed transaction"). Inpixon
intends to file a registration statement on Form S-4 (the "Form
S-4") with the U.S. Securities and Exchange Commission ("SEC"),
which will include a preliminary prospectus and proxy statement of
Inpixon in connection with the proposed transaction, referred to as
a proxy statement/prospectus. A proxy statement/prospectus will be
sent to all Inpixon stockholders as of a record date to be
established for voting on the transaction and to the stockholders
of XTI. Inpixon also will file other documents regarding the
proposed transaction with the SEC.
Before making any voting decision, investors and security
holders are urged to read the registration statement, the proxy
statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with Inpixon's
solicitation of proxies for its stockholders' meeting to be held to
approve the transaction, and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about Inpixon, XTI and the proposed
transaction.
Investors and securityholders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Inpixon through the website maintained by the SEC at
www.sec.gov.
The documents filed by Inpixon with the SEC also may be obtained
free of charge at Inpixon's website at www.inpixon.com or upon
written request to: Inpixon, 2479 E. Bayshore Road, Suite 195,
Palo Alto, CA 94303.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS
COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE
TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains
certain "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements other than statements of
historical fact contained in this communication, including
statements regarding the benefits of the proposed transaction, the
anticipated timing of the completion of the proposed transaction,
the products under development by XTI and the markets in which it
plans to operate, the advantages of XTI's technology, XTI's
competitive landscape and positioning, and XTI's growth plans and
strategies, are forward-looking statements.
Some of these forward-looking statements can be identified by
the use of forwardlooking words, including "may," "should,"
"expect," "intend," "will," "estimate," "anticipate," "believe,"
"predict," "plan," "targets," "projects," "could," "would,"
"continue," "forecast" or the negatives of these terms or
variations of them or similar expressions. All forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. All
forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by Inpixon and its
management, and XTI and its management, as the case may be, are
inherently uncertain and many factors may cause the actual results
to differ materially from current expectations which include, but
are not limited to:
- the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
Inpixon's securities;
- the failure to satisfy the conditions to the consummation of
the proposed transaction, including the adoption of the merger
agreement by the shareholders of Inpixon;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement;
- the adjustments permitted under the merger agreement to the
exchange ratio that could result in XTI shareholders or Inpixon
shareholders owning less of the post-combination company than
expected;
- the effect of the announcement or pendency of the proposed
transaction on Inpixon's and XTI's business relationships,
performance, and business generally;
- risks that the proposed transaction disrupts current plans of
Inpixon and XTI and potential difficulties in Inpixon's and XTI's
employee retention as a result of the proposed transaction;
- the outcome of any legal proceedings that may be instituted
against XTI or against Inpixon related to the merger agreement or
the proposed transaction;
- failure to realize the anticipated benefits of the proposed
transaction;
- the inability to meet and maintain the listing of Inpixon's
securities (or the securities of the post-combination company) on
Nasdaq;
- the risk that the price of Inpixon's securities (or the
securities of the postcombination company) may be volatile due to a
variety of factors, including changes in the highly competitive
industries in which Inpixon and XTI operate,
- the inability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities;
- variations in performance across competitors, changes in laws,
regulations, technologies that may impose additional costs and
compliance burdens on Inpixon and XTI's operations, global supply
chain disruptions and shortages,
- national security tensions, and macro-economic and social
environments affecting Inpixon and XTI's business and changes in
the combined capital structure;
- the risk that XTI has a limited operating history, has not yet
manufactured any non-prototype aircraft or delivered any aircraft
to a customer, and XTI and its current and future collaborators may
be unable to successfully develop and market XTI's aircraft or
solutions, or may experience significant delays in doing so;
- the risk that XTI is subject to the uncertainties associated
with the regulatory approvals of its aircraft including the
certification by the Federal Aviation Administration, which is a
lengthy and costly process;
- the risk that the post-combination company may never achieve or
sustain profitability;
- the risk that XTI, Inpixon and the post-combination company may
be unable to raise additional capital on acceptable terms to
finance its operations and remain a going concern;
- the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations;
- the risk that XTI's conditional pre orders (which include
conditional aircraft purchase agreements, non-binding reservations,
and options) are canceled, modified, delayed or not placed and that
XTI must return the refundable deposits;
- the risks relating to long development and sales cycles, XTI's
ability to satisfy the conditions and deliver on the orders and
reservations, its ability to maintain quality control of its
aircraft, and XTI's dependence on third parties for supplying
components and potentially manufacturing the aircraft;
- the risk that other aircraft manufacturers develop competitive
VTOL aircraft or other competitive aircraft that adversely affect
XTI's market position;
- the risk that XTI's future patent applications may not be
approved or may take longer than expected, and XTI may incur
substantial costs in enforcing and protecting its intellectual
property;
- the risk that XTI's estimates of market demand may be
inaccurate;
- the risk that XTI's ability to sell its aircraft may be limited
by circumstances beyond its control, such as a shortage of pilots
and mechanics who meet the training standards, high maintenance
frequencies and costs for the sold aircraft, and any accidents or
incidents involving VTOL aircraft that may harm customer
confidence;
- other risks and uncertainties set forth in the sections
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in Inpixon's Annual Report on Form 10-K
for the year ended December, 31, 2022, which was filed with the SEC
on April 17, 2023 (the "2022 Form
10-K") and Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2023 filed on
May 16, 2023, and in the section
entitled "Risk Factors" in XTI's periodic reports filed pursuant to
Regulation A of the Securities Act including XTI's Annual Report on
Form 1-K for the year ended December 31,
2022, which was filed with the SEC on July 13, 2023 (the "2022 Form 1-K"), as such
factors may be updated from time to time in Inpixon's and XTI's
filings with the SEC, the registration statement on Form S-4 and
the proxy statement/prospectus contained therein. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Inpixon nor
XTI gives any assurance that either Inpixon or XTI or the
post-combination company will achieve its expected results. Neither
Inpixon nor XTI undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
Participants in the Solicitation
XTI and Inpixon and their respective directors and officers and
other members of management may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Inpixon's
stockholders with the proposed transaction and the other matters
set forth in the registration statement. Information about
Inpixon's and XTI's directors and executive officers is set forth
in Inpixon's filings and XTI's filings with the SEC, including
Inpixon's 2022 Form 10-K and XTI's 2022 Form 1-K. Additional
information regarding the direct and indirect interests, by
security holdings or otherwise, of those persons and other persons
who may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available. You may obtain free
copies of these documents as described above under "Important
Information About the Proposed Transaction and Where to Find
It."
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and is not intended to and
does not constitute an offer to sell or the solicitation of an
offer to buy, sell or solicit any securities or any proxy, vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
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SOURCE Inpixon