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): September 22, 2022

SYSOREX, INC.

(Exact name of registrant as specified in its charter)

13880 Dulles Corner Lane, Suite 120

Herndon, Virginia 20171

(Address of Principal Executive Offices)

(800) 929-3871

Registrant’s telephone number, including area code

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07. Submission of Matters to a Vote of Security Holders.

On September 22, 2022, Sysorex, Inc. (the “Company”) held its 2022 virtual annual meeting of stockholders, originally scheduled for July 25, 2022 and adjourned to September 22, 2022 (the “Annual Meeting”), to vote on the following matters:

1. Election of Directors

Each of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.

2. Corporate Name Change to SystemX, Inc.

Stockholders voted to approve an amendment to the Company’s articles of incorporation, as amended (the “Articles”), to be filed with the Secretary of State of Nevada, to change the name of the Company from its current name, Sysorex, Inc., to SystemX, Inc., in accordance with the voting results listed below.

3. Increase in Authorized Shares

Stockholders voted to approve an amendment to the Articles to increase the total number of authorized shares of the Company’s capital stock from 510,000,000 shares, par value $0.00001 per share, to 3,010,000,000 shares, of which 3,000,000,000 shares will be designated as common stock and 10,000,000 shares will be designated as preferred stock, in accordance with the voting results listed below.

4. Reverse Stock Split

Stockholders voted to approve an amendment to the Articles to effect a reverse stock split of the Company’s outstanding shares of common stock, par value $0.00001 per share, at a ratio of no less than 1-for-500 and no more than 1-for-1,000, with such ratio to be determined at the sole discretion of the Board of Directors, with any fractional shares being rounded up to the next higher whole share (the “Reverse Stock Split Proposal”), in accordance with the voting results listed below.

5. Decrease in Authorized Shares

Stockholders voted to approve an amendment to the Articles, contingent upon stockholder approval of the Reverse Stock Split Proposal and the occurrence of such reverse stock split, to decrease the total number of authorized shares of the Company’s capital stock from 3,010,000,000, par value $0.00001 per share (assuming that the Reverse Stock Proposal 3 is approved by stockholders and implemented), to 510,000,000 shares, of which 500,000,000 shares will be designated as common stock and 10,000,000 shares will be designated as preferred stock, in accordance with the voting results listed below.

6. Removal of Article 15 from Articles

Stockholders voted to approve an amendment to the Articles to remove Article 15 which provides for certain specific requirements for stockholder nomination of directors, in accordance with the voting results listed below.

7. Non-binding Advisory Vote on Executive Compensation

Stockholders voted to approve the following resolution, in accordance with the voting results listed below: “RESOLVED, that the stockholders of Sysorex, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in the proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the ‘Executive Compensation’ section, compensation tables and narrative discussion, and other related disclosure.”

8. Non-binding Advisory Vote on Frequency of Executive Compensation Advisory Vote

Stockholders voted, on a non-binding, advisory basis, for every one year as the frequency for the Company’s executive compensation advisory vote, in accordance with the voting results listed below.

9. Ratification of Auditors

Stockholders voted to approve the ratification of the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, in accordance with the voting results listed below.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.

ATTACHMENTS / EXHIBITS

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