Inpixon announces spin-off and merger of SAVES UK Business with Damon Motors

Inpixon announced that it has signed a definitive agreement under which its wholly owned subsidiary, Inpixon Ltd., a division of Inpixon’s statistical analytics and visualization for engineering and sciences business based in the United Kingdom, will be acquired by private Canadian company, Damon Motors, a British Columbia company, and the maker of the acclaimed HyperSport electric motorcycle. The Damon HyperSport is expected to be one of the safest, smartest, and most powerful motorcycles available in the market. Damon concurrently announced that it has obtained approximately $85M in pre-production consumer reservations for its motorcycles. The enterprise value of Damon was ascertained by Inpixon’s independent financial advisory firm to be within the range of $224M-$284M. This transaction is in addition to and independent of the pending merger transaction between Inpixon and XTI Aircraft, which remains on track for an anticipated closing this quarter. Inpixon has established October 24, 2023, as the record date for stockholders entitled to vote for the XTI Transaction at the special meeting, in lieu of the 2023 annual meeting of shareholders of Inpixon. Inpixon plans to contribute all the outstanding capital stock of Inpixon UK to Inpixon’s newly formed British Columbia subsidiary, Grafiti Holding, followed by a spinoff of all the outstanding capital stock of Grafiti owned by Inpixon to the holders of Inpixon’s outstanding capital stock, and certain other securities as of a record date to be determined. Following the merger between Grafiti and Damon, holders of Grafiti Shares, including Inpixon Securityholders and management holding Grafiti Shares immediately prior to the closing of the Business Combination, are anticipated to retain approximately 18.75% of the outstanding capital stock of the combined company determined on a fully diluted basis, which includes up to 5% in equity incentives, which may be issued to Inpixon management. Inpixon will also purchase a convertible promissory note from Damon in the principal amount of $3 million and warrants to purchase common shares of Damon for an aggregate purchase price of $3 million. Upon the closing of the Business Combination, the Damon Note and Warrants will be exchanged for common shares of the combined company and warrants to purchase common shares of the combined company in accordance with the terms of the definitive agreements. No securities of Inpixon will be issued in connection with the Business Combination. Following the completion of the Business Combination, Inpixon UK and Damon will be wholly owned subsidiaries of Grafiti, Grafiti will adopt a new name to be determined by Damon, and the combined company will be listed on the Nasdaq Stock Market, subject to Nasdaq approval of an initial listing application. The transaction has been approved unanimously by the Boards of Directors of both Inpixon and Damon subject to necessary approvals and the satisfaction of customary closing conditions. Inpixon will retain its Industrial Internet of Things business line and continue to work towards the completion of the XTI Transaction. Inpixon believes that pursuing these opportunities will offer multiple opportunities for its shareholders to maximize the value of their investment in Inpixon.