Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 7, 2023

SYSOREX, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55924	68-0319458
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

13880 Dulles Corner Lane

Suite 120

Herndon, Virginia

20171

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (800) 929-3871

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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(s)		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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 1, 2022, the Board of Directors (the “Board”) of Sysorex, Inc. (the “Company”) approved an amendment to Articles of Incorporation, which was filed citing the Reverse Stock Split, as discussed in Item 8.01 of this Current Report on Form 8-K and incorporated herein by reference. The text of the amendment to Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On November 1, 2022, the Board of Directors ratified the Company’s prior approval of a Reverse Split and granted to the Board of Director’s the power to determine the final ratio for the Reverse Split. The Board of Director’s determined the ratio for the Reverse Split is to be one-thousand (1,000) for one (1), with one (1) share of Common Stock being issued for each one-thousand (1,000) shares of Common Stock issued and outstanding, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock.

The company submitted the reverse stock split plan for review to FINRA and the Reverse Stock Split was announced by FINRA (the Financial Industry Regulatory Authority) on August 4, 2023, effective within the marketplace at the open of business on August 7, 2023 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis.

As a result of the Reverse Stock Split, every one-thousand (1,000) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. Any and all fractional shares resulting from the Reverse Split which are less than one (1)) whole share, shall be rounded up to the next whole share and such Holder shall receive one such additional share to the to the next whole share as of the closing of the market on the Record Date. Any and all fractional shares created by the Reverse Stock Split which are greater than one (1) whole share will be rounded up to the nearest whole share.

An amendment to Articles of Incorporation was filed citing the Reverse Stock Split, a copy of which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description

3.1		Amendment to Articles of Incorporation of the registrant, dated November 1, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized.

Date: August 8, 2023	SYSOREX, INC.

	By:	/s/ Wayne Wasserberg
		Wayne Wasserberg
		Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 3.1

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

Sysorex, Inc.

November 1, 2022

(Reverse Split)

The undersigned, being all of the members of the Board of Directors (the “Board”) of Sysorex, Inc., a Nevada corporation (the “Corporation”), do hereby consent that when all of the undersigned have executed this Written Consent of the Board of Directors (this “Consent”) or a counterpart thereof, such of which counterparts when taken together shall constitute one and the same Consent, the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board at a meeting duly called and held for purposes of acting upon proposals to adopt such resolutions.

WHEREAS, the Board has approved a reverse stock split of the common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) ranging in ratio between 1 for 500 and 1 for 1,000, with one share of Common Stock being issued for a range of between each 500 and each 1,000 shares of Common Stock issued and outstanding, with such final ratio to be determined by the Board following approval thereof by the shareholders of the Corporation, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock (the “Reverse Split”), and to amend the Articles of Incorporation of the Corporation to effect the Reverse Split; and

WHEREAS, the shareholders of the Corporation have approved the Reverse Split and have granted to the Board the power to determine the final ratio for the Reverse Split;

NOW THEREFORE, BE IT RESOLVED, that the ratio for the Reverse Split is hereby set to be 1,000 for 1, with one share of Common Stock being issued for each 1,000 shares of Common Stock issued and outstanding, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock; and be it

FURTHER RESOLVED, that the form and terms of the Articles of Amendment to the Articles of Incorporation of the Corporation to effect the Reverse Split, in the form as attached hereto as Exhibit A (the “Articles Amendment”) is hereby authorized, approved and ratified in all respects; and be it

FURTHER RESOLVED, that officers of the Corporation shall cause the Reverse Split and the Articles Amendment to be filed with the Financial Industry Regulatory Authority (“FINRA”) and that the effectiveness of the Reverse Split shall be upon the approval and effectuation of the Reverse Split and the Articles Amendment by FINRA; and be it

FURTHER RESOLVED, that the record date for shareholders entitled to participate in the Reverse Split shall be the market effective date as established by FINRA; and be it

FURTHER RESOLVED, that, upon the approval of the Reverse Split and the Articles Amendments by FINRA, to the extent applicable, and subject thereto, the proper officers of the Corporation be and hereby are authorized and directed to execute and file on the Corporation’s behalf the Articles Amendments with the Secretary of State of Nevada with such effective date as the Chief Executive Officer of the Corporation deems appropriate; and be it

FURTHER RESOLVED, that, if and when filed and effective, a copy of the Articles Amendment, certified by the Secretary of State of the State of Nevada as being a true and correct copy of such Articles Amendment as filed with such Secretary, shall be filed in the minute book of the Corporation; and be it

FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions, authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to be prepared, executed and delivered, any and all agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents and information and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing resolutions, to make any filings pursuant to federal, state and foreign laws, and to take all other actions that he or she deems necessary, appropriate or advisable in order to comply with the applicable laws and regulations of any jurisdiction (domestic or foreign), or otherwise to effectuate and carry out the purposes of the foregoing resolutions and to permit the transactions contemplated thereby to be lawfully consummated, and any such action taken or any agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents and information executed and delivered by them or any of them in connection with any such action shall be conclusive evidence of their or his authority to take, execute and deliver the same; and be it

FURTHER RESOLVED, that each of the proper officers of the Corporation is authorized and directed, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions and to prepare, execute and deliver or cause to be prepared, executed and delivered all such further agreements, documents, certificates and undertakings, and to incur all such fees and expenses, as in his judgment shall be necessary, appropriate or advisable to carry out and effectuate the purpose and intent of any and all of the foregoing resolutions; and be it

FURTHER RESOLVED, that all actions previously taken by any officer, director, representative or agent of the Corporation, in the name or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the foregoing resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of the Corporation; and be it

FURTHER RESOLVED, that the Board hereby adopts, as if expressly set forth herein, the form of any and all resolutions required by any authority to be filed in connection with any applications, reports, filings, consents to service of process, powers of attorney, covenants and other papers, instruments and documents relating to the matters contemplated by the foregoing resolutions if (i) in the opinion of a proper officer of the Corporation executing the same, the adoption of such resolutions is necessary or advisable, and (ii) the secretary or an assistant secretary of the Corporation evidences such adoption by inserting with the minutes of the meeting at which these resolutions were adopted copies of such resolutions, which will thereupon be deemed to be adopted by the Board with the same force and effect as if originally set forth herein; and be it

FURTHER RESOLVED, that this Consent may be executed in one or more counterparts, and via electronic or other signatures, all of which shall together constitute one and the same instrument.

[Signatures appear on following page]

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first written above.

By:	/s/ Zaman Khan
Name:	Zaman Khan

By:	/s/ Wayne Wasserberg
Name:	Wayne Wasserberg

Exhibit A

Articles of Amendment to the Articles of Incorporation

(Attached)

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

Sysorex, Inc.

Sysorex, Inc., a Nevada corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its Articles of Incorporation, as amended (“Articles”), as follows:

Reverse Stock Split. Upon the Effective Time (as defined below) of these Articles of Amendment, each share of the Corporation’s common stock, par value $0.00001 per share (“Common Stock”) issued and outstanding at the Effective Time (collectively, the “Pre-Split Common Stock”) shall automatically and without any action on the part of the holder thereof be reclassified such that each 1,000 shares of the Common Stock shall become one share of the Common Stock, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock (such reduction and resulting combination of shares is designated as the “Reverse Split”). Each certificate that immediately prior to the Effective Time represented shares of Pre-Split Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been reclassified, and changed, subject to the elimination of fractional interests in shares of Common Stock as described above.

Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors on June 15, 2022 and duly approved by the Corporation’s shareholders on September 22, 2022 as required by law and the Corporation’s Articles. The number of votes cast for the Articles of Amendment by the shareholders was sufficient for approval.

Effective Time. The foregoing amendments will become effective on filing with the Secretary of State of the State of Nevada (the “Effective Time”).

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of [ ], 2022.

	Sysorex, Inc.

	By:
	Name:	Wayne Wasserberg
	Title:	Chief Executive Officer

Cover	Aug. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55924
Entity Registrant Name	SYSOREX, INC.
Entity Central Index Key	0001737372
Entity Tax Identification Number	68-0319458
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	13880 Dulles Corner Lane
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Herndon
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20171
City Area Code	800
Local Phone Number	929-3871
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false