Sysorex Inc. (OTCMKTS:SYSX) Files 8K and shares are soaring in early trading.
Shares of SYSX are on the run. As of 10 am shares are trading at 4.19 up 293% adding 3.22 on the day so far. Volume is 169,000 shares over 20 times its 30-day average trading volume.
So what has investors all excited? Here are a few highlights from the SYSX 8K.
Acquisition of TTM Digital Assets & Technologies, Inc.
On April 8, 2021, the Company, TTM Digital, and TTM Acquisition Corp., a Nevada corporation, a wholly-owned subsidiary of the Company (“MergerSub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, the parties agreed that at the Effective Time (defined below), the Company would acquire TTM Digital by way of a reverse triangular merger, subject to certain closing conditions (the “Merger”). On April 14, 2021 (the “Effective Time”), the closing conditions delineated in the Merger Agreement were satisfied and the Merger closed. At the Effective Time, the MergerSub was merged with and into TTM Digital with TTM Digital surviving the Merger. Under the terms of the Merger Agreement, the Shareholders of TTM Digital received a right to receive an aggregate of 124,218,268 shares of the Company’s common stock, $0.00001 par value per share (the “Merger Shares”) in exchange for their shares of TTM Digital. Simultaneously upon the issuance of the Merger Shares to the TTM Digital Shareholders, the Company was issued all of the authorized capital of TTM Digital and TTM Digital became a wholly-owned subsidiary of the Company. The Merger resulted in a change of control, with the shareholders of TTM Digital receiving that number of Merger Shares equal to not less than eighty percent (80%) of the outstanding shares of capital stock of the Company. As a result of the Merger, the Company now has two wholly-owned subsidiaries: TTM Digital and Sysorex Government Services, Inc. The Merger was structured as and is intended to constitute a tax-free exchange pursuant to Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended.
The issuance of the Merger Shares was made pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) and Regulation D Rule 506(b) promulgated thereunder. The foregoing description of the terms of the Merger Agreement and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated by reference herein into this Item 1.01. Exhibit 10.1 omits all schedules attached to the Merger Agreement as permitted pursuant to Items 601(a)(5) and (6) and Items 601(b)(2) and (10) of Regulation S-K.
Cancellation of Indebtedness in Connection with the Merger.
As a closing condition to the Merger, a significant portion of the Company’s existing debtholders, creditors and service providers agreed to convert or exchange their outstanding indebtedness or accounts payable, as applicable, for shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), as set forth below (“Debt Exchange”). In connection with the Debt Exchange, the Company agreed to issue on April 14, 2021, an aggregate of 25,824,848 shares of Common Stock (excluding shares reserved for issuance) at a price of $0.569 per share.
Sysorex, Inc. (SYSX) provides information technology solutions and services to commercial and government customers primarily in the United States. Sysorex’s goal is to deliver right-fit information technology solutions that help organizations reach their next level of business advantage. To that end, Sysorex provides a variety of IT services and/or technologies that enable customers to manage, protect, and monetize their enterprise assets whether on-premises, in the cloud, or via mobile.