William B. Stilley III - Sep 3, 2021 Form 3 Insider Report for Sysorex, Inc. (SYSX)

Role
Director
Signature
/s/ Stilley William B. III
Stock symbol
SYSX
Transactions as of
Sep 3, 2021
Transactions value $
$0
Form type
3
Date filed
9/10/2021, 08:44 PM
Previous filing
Mar 8, 2023
Next filing
Dec 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SYSX Common Stock 25K Sep 3, 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SYSX Debenture due July 7, 2022 Sep 3, 2021 Common Stock 19.9K Direct F1, F2, F3
holding SYSX Warrant Sep 3, 2021 Common Stock 19.9K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 12.5% Original Issue Discount Senior Secured Convertible Debenture due July 7, 2022 (the "Debenture") is convertible (including all accrued, but unpaid interest, and all other amounts, costs, expenses, and liquidated damages due in respect of this Debenture) until the Debenture is no longer outstanding.
F2 Calculated based on the conversion price as of July 7, 2021. The number of shares of Common Stock issuable upon a conversion of the Debenture is determined by the quotient obtained by dividing (x) the outstanding principal amount of the Debenture, $56,250, (together with interest and all other amounts, as applicable) to be converted by (y) the conversion price. See footnote 3 regarding the conversion price of the Debenture.
F3 The Debenture is convertible at the conversion price equal to the lesser of: (i) $18.00, subject to adjustment in the Debenture and (ii) eighty percent (80%) of the average of the VWAP (as defined in the Debenture) of the Common Stock during the five (5) Trading Day (as defined in the Debentures) period immediately prior to the applicable conversion date; provided however, that in the Event of Default (as defined in the Debentures), the conversion price shall be the lesser of: (i) the $18.00, subject to adjustments in the Debenture, and (ii) fifty percent (50%) of the average of the VWAP of the Common Stock during the five (5) Trading Day period immediately prior to the applicable Conversion Date.
F4 The warrant (the "Warrant") is also exercisable into the number of units of securities sold in a Qualified Offering (as defined in the Warrant) equal to the quotient obtained by dividing (i) $56,250 by (ii) the conversion price of the Debentures. The Warrant can be also exercised cashlessly. The number of shares of Common Stock or units is subject to certain adjustments, as described in the Warrant, including the five percent increase in the event there is no effective registration statement of the warrant shares after the six (6) month anniversary of July 7, 2021.
F5 The Warrant can be exercised at an exercise price equal to (i) in the event that a Qualified Offering (as defined in the Warrant) is consummated prior to the exercise of the Warrant, the price per share or unit (if units are offered in the Qualified Offering) at which the Qualified Offering is made ("Qualified Offering Price"), subject to adjustment thereunder, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $18.00 and (B) an amount equal to eighty percent (80%) of the average of VWAP for the Common Stock over the five (5) Trading Days preceding the date of the delivery of the applicable exercise notice. Notwithstanding the above, the exercise Price following the occurrence of an Event of Default shall mean the lower of: (A) $18.00 and (B) an amount equal to fifty percent (50%) of the average of VWAP for the Common Stock over the five (5) Trading Days preceding the date of the delivery of the applicable exercise notice or (C) the Qualified Offering Price.