Inpixon Continues to Advance the Planned Spin-off and
Business Combination Between Inpixon Subsidiary Grafiti Holding and
Damon Motors; Record Date Set for December
27, 2023
PALO
ALTO, Calif., Dec. 20,
2023 /PRNewswire/ -- Inpixon® (Nasdaq: INPX) today
announced that Damon Motors, maker of the award-winning HyperSport
EV Motorcycle, will be featuring its HyperFighter Superbike at CES
2024 within the NXP® Semiconductors booth CP-19 at the Las Vegas Convention Center Central Plaza,
January 9-12, 2024. CES, owned and
produced by the Consumer Technology Association (CTA)®, is widely
recognized as the one of the most influential tech events in the
world. CES provides a platform to showcase groundbreaking
technologies and global innovators including manufacturers,
developers, and suppliers of consumer technology products.
"We are pleased to return to CES and feature our innovative
HyperFighter Superbike," commented Jay
Giraud, CEO of Damon Motors. "CES brings together global
leaders within the technology industry and provides the stage to
experience leading products from around the world. We are proud to
be able to feature our HyperFighter Superbike, which provides users
with a new riding experience combining high performance and sleek
design with advanced safety technologies that differentiate our
bike from others on the market. Separately, we continue to advance
our business transaction with Inpixon, which is expected to result
in a new publicly traded company on Nasdaq, allowing Damon to
further execute our business growth strategy."
Damon has won over a dozen awards for its innovations including
a 2022 CES Best in Innovation award for its HyperDrive technology
and a 2020 CES Best in Innovation award for its flagship HyperSport
motorcycle. The company has also received awards from The Edison
Awards, GOOD DESIGN, Digital Trends, Red
Herring, Popular Science, Robb Report, and more.
As previously disclosed, Inpixon's board of directors has set
December 27, 2023 as the record date
for determining the holders of Inpixon's outstanding capital stock
and certain other securities ("Record Date Securityholders")
entitled to the distribution of all the outstanding shares of
Grafiti Holding Inc. owned by Inpixon ("Spin-off Shares") in
connection with its previously announced spinoff.
Factors that May Affect the Distribution and Spin-off
The distribution of the Spin-off Shares to the Record Date
Securityholders is conditioned upon the effectiveness of the
Registration Statement. In addition, the Business Combination is
subject to the satisfaction or waiver of certain closing
conditions, including approval of the Business Combination by Damon
securityholders, approval by the Supreme Court of British Columbia, and a Plan of Arrangement
for purposes of compliance with the exemption from registration
provided by Section 3(a)(10) under the Securities Act of 1933, as
amended, in connection with the issuance by Grafiti of the merger
consideration to Damon securityholders, as well as approval by
Nasdaq to list the shares of the combined company. No assurance can
be provided as to the timing of the completion of the distribution
and the Business Combination or that all conditions to the Spin-off
or the Business Combination will be satisfied. Inpixon expects that
there will be no public trading market for the shares of Grafiti
until or unless the Business Combination is consummated.
Inpixon may elect to change the Record Date for the Spin-off to
a later date or to not proceed with the distribution.
About Inpixon
Inpixon® (Nasdaq: INPX) is the innovator of Indoor
Intelligence®, delivering actionable insights for
people, places and things. Combining the power of mapping,
positioning and analytics, Inpixon helps to create smarter, safer,
and more secure environments. The company's Indoor Intelligence and
industrial real-time location system (RTLS) solutions are leveraged
by a multitude of industries to optimize operations, increase
productivity, and enhance safety. Inpixon customers can take
advantage of industry leading location awareness, analytics, sensor
fusion, IIoT and the IoT to create exceptional experiences and to
do good with indoor data. For the latest insights, follow Inpixon
on LinkedIn, and X, and visit inpixon.com.
About Damon Motors
Damon is a global technology leader disrupting urban mobility,
led by entrepreneurs and executives from world-class EV and
technology companies. With its offices in San Rafael, California and headquartered in
Vancouver, Canada, Damon is on a
mission to cause a paradigm shift for safer, smarter motorcycling.
Anchored by its proprietary electric powertrain, HyperDrive™, Damon
has captured the attention of the motorcycling world by delivering
200 hp, a top speed of 200 mph, 200 miles of range, innovative
design, and new safety features, including CoPilot™ and Shift™,
which are attracting an entirely new generation of motorcycle
riders. With strong consumer interest in the US and abroad, Damon
aims to set a new standard for motorcycle safety and sustainability
worldwide. For more information on how Damon technology is defining
the new industry standard, please visit damon.com.
Important Information About the Proposed Damon Transaction
and Where to Find It
In connection with the Spin-off, Grafiti has confidentially
submitted with the SEC a registration statement, registering
Grafiti common shares. Grafiti will also file a preliminary and
final non-offering prospectus with the British Columbia Securities
Commission relating to the Business Combination with Damon. This
press release does not contain all the information that should be
considered concerning the Spin-off and the Business Combination
with Damon (the "Proposed Damon Transaction") and is not a
substitute for any other documents that Inpixon or Grafiti may file
with the SEC, or that Damon may send to stockholders in connection
with the business combination. It is not intended to form the basis
of any investment decision or any other decision in respect to the
Proposed Damon Transaction. Damon's stockholders and Inpixon's
stockholders and other interested persons are advised to read, when
available, the registration statement of Grafiti together with its
exhibits, as these materials will contain important information
about Inpixon, Grafiti, Damon, the Proposed Damon Transaction.
The registration statement, upon effectiveness, and other
documents to be filed by Grafiti with the SEC will also be
available free of charge, at the SEC's website at www.sec.gov, or
by directing a request to: Grafiti Holding Inc., 2479 E. Bayshore
Road, Suite 195, Palo Alto, CA
94303.
Forward-Looking Statements Regarding the Proposed Damon
Transaction
This press release contains certain "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act,
and Section 21E of the Exchange Act. All statements other than
statements of historical fact contained in this press release,
including statements regarding the benefits of the Proposed Damon
Transaction, the anticipated timing of the completion of the
Proposed Damon Transaction, the products under development by Damon
and the markets in which it plans to operate, the advantages of
Damon's technology, Damon's competitive landscape and positioning,
and Damon's growth plans and strategies, are forward-looking
statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "may,"
"should," "expect," "intend," "will," "estimate," "anticipate,"
"believe," "predict," "plan," "targets," "projects," "could,"
"would," "continue," "forecast" or the negatives of these terms or
variations of them or similar expressions. All forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. All
forward-looking statements are based upon estimates, forecasts, and
assumptions that, while considered reasonable by Inpixon and its
management, and Damon and its management, as the case may be, are
inherently uncertain and many factors may cause the actual results
to differ materially from current expectations which include, but
are not limited to:
- the risk that the Proposed Damon Transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of Inpixon's securities;
- the risk that the public market valuation of the combined
company following the consummation of the business combination may
differ from the valuation range ascertained by the parties to the
business combination and their respective financial advisors, and
that the valuation to be ascertained by an independent financial
advisor to Damon in connection with the business combination may
differ from the valuation ascertained by Inpixon's independent
financial advisor;
- the failure to satisfy the conditions to the consummation of
the Proposed Damon Transaction, including receiving the necessary
approvals from the Damon securityholders and the Supreme Court of
British Columbia with respect to
the Plan of Arrangement;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the Proposed Damon
Transaction;
- the effect of the announcement or pendency of the Proposed
Damon Transaction on Inpixon, Grafiti and Damon's business
relationships, performance, and business generally;
- risks that the Proposed Damon Transaction disrupts current
plans of Inpixon, Grafiti and Damon and potential difficulties in
their employee retention as a result of the Proposed Damon
Transaction;
- the outcome of any legal proceedings that may be instituted
against Damon, Grafiti or Inpixon related to the Proposed Damon
Transaction;
- failure to realize the anticipated benefits of the Proposed
Damon Transaction;
- the inability to satisfy the initial listing criteria of Nasdaq
or obtain Nasdaq approval of the initial listing of the combined
company on Nasdaq;
- the risk that the price of the securities of the combined
company may be volatile due to a variety of factors, including
changes in the highly competitive industries in which Grafiti and
Damon operate, variations in performance across competitors,
changes in laws, regulations, technologies that may impose
additional costs and compliance burdens on Grafiti and Damon's
operations, global supply chain disruptions and shortages, and
macro-economic and social environments affecting Grafiti and
Damon's business and changes in the combined capital
structure;
- the inability to implement business plans, forecasts, and other
expectations after the completion of the Proposed Damon
Transaction, and identify and realize additional
opportunities;
- the risk that Damon has a limited operating history, has not
achieved sufficient sales and production capacity at a
mass-production facility, and Damon and its current and future
collaborators may be unable to successfully develop and market
Damon's motorcycles or solutions, or may experience significant
delays in doing so;
- the risk that the combined company may never achieve or sustain
profitability;
- the risk that Damon and the combined company may be unable to
raise additional capital on acceptable terms to finance its
operations and remain a going concern;
- the risk that the combined company experiences difficulties in
managing its growth and expanding operations;
- the risk that Damon's $85 million
of non-binding reservations are canceled, modified, delayed or not
placed and that Damon must return the refundable deposits and such
reservations are not converted to sales;
- the risks relating to Damon's ability to satisfy the conditions
and deliver on the orders and reservations, its ability to maintain
quality control of its motorcycles, and Damon's dependence on third
parties for supplying components and manufacturing the
motorcycles;
- the risk that other motorcycle manufacturers develop
competitive electric motorcycles or other competitive motorcycles
that adversely affect Damon's market position;
- the risk that Damon's patent applications may not be approved
or may take longer than expected, and Damon may incur substantial
costs in enforcing and protecting its intellectual property;
- the risk that Damon's estimates of market demand may be
inaccurate; and
- other risks and uncertainties set forth in the sections
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in Inpixon's Annual Report on Form 10-K
for the year ended December, 31, 2022, which was filed with the SEC
on April 17, 2023, and Quarterly
Report on Form 10-Q for the quarterly period thereafter, as such
factors may be updated from time-to-time in Inpixon's filings with
the SEC, and the registration statement to be filed by Grafiti in
connection with the Spin-off. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Inpixon nor
Damon gives any assurance that either Inpixon or Damon or the
combined company will achieve its expected results. Neither Inpixon
nor Damon undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transactions and is not intended to and
does not constitute an offer to sell or the solicitation of an
offer to buy, sell or solicit any securities or any proxy, vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Contacts
Inpixon Contacts
General
inquiries:
Email: marketing@inpixon.com
Web: inpixon.com/contact-us
Investor relations:
Crescendo Communications for Inpixon
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com
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SOURCE Inpixon
