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): ~~October~~November 2816, 2022

SYSOREX, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55924		68-0319458
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~October~~November 3116, 2022, ~~William Stilley, a member of the Board of Directors of~~ Sysorex, Inc. (the “Company”) issued ~~and~~a ~~Chairman~~press ofrelease ~~the~~regarding ~~Audit~~its ~~Committee,~~financial ~~submitted~~results ~~his~~for ~~resignation as~~the aquarter ~~director.~~ended ~~Mr.~~September ~~Stilley’s~~30, ~~resignation~~2022. ~~was~~A ~~not~~copy ~~because~~ of athis ~~disagreement~~press ~~with~~release ~~the~~is ~~Company~~attached hereto onas ~~any~~Exhibit ~~matter~~99.1 ~~relating~~and toincorporated ~~the~~herein ~~Company’s operations,~~by ~~policies or practices~~reference. AThe ~~copy~~information ofcontained ~~Mr.~~in ~~Stilley’s~~the ~~resignation~~website ~~letter~~ is ~~attached~~not asa ~~Exhibit~~part ~~99.1~~of to this ~~Current~~current ~~Report~~report on Form 8-K.

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 8.01. Other Events.

OnAs ~~October~~previously 28reported, on March 24, 2022, the Company ~~was~~executed ~~notified by~~Heads ~~OTC~~of ~~Markets~~Terms ~~Group~~ (“~~OTC~~Heads ~~Markets~~of Terms”) ~~that~~with ~~that~~Ostendo ~~the~~Technologies, ~~Company’s~~Inc. ~~bid~~(“Ostendo”) ~~price~~which ~~had~~included certain ~~closed~~binding ~~below~~and $0non-binding provisions.01 ~~for~~Pursuant ~~more~~to ~~than~~the 30Heads ~~consecutive calendar~~of ~~days~~Terms, the Company and noOstendo ~~longer~~agreed ~~meets~~to certain terms related to the ~~Standards~~Company’s ~~for~~sale ~~Continued~~of ~~Eligibility~~its ~~for~~Ethereum ~~OTCQB~~mining ~~(the~~assets ~~“OTCQB~~and ~~Standards~~certain associated real property (“Assets”). ~~Pursuant~~ to ~~Section~~Ostendo for Ostendo 4preferred stock.1 ofThe ~~the~~parties ~~OTCQB~~agreed ~~Standards,~~that the ~~Company~~Assets ~~was~~to ~~granted~~be asold ~~cure~~would ~~period~~not ofinclude 90the ~~calendar~~Company’s ~~days,~~Ether ~~during~~funds ~~which~~generated ~~the~~prior ~~minimum~~to ~~closing~~and held ~~bid~~at ~~price~~Closing. ~~for~~ The definitive terms of the ~~Company’s~~sale ~~common~~of ~~stock~~Assets ~~must~~were to be ~~$0.01~~set orforth ~~greater~~in ~~for~~definitive 10transaction ~~consecutive~~agreements ~~trading~~to ~~days~~be inexecuted ~~order~~by the parties. Additionally, pursuant to ~~continue~~the ~~trading~~Heads onof Terms, the ~~OTCQB~~Company ~~marketplace. If~~has ~~this~~agreed ~~requirement~~to ismake ~~not~~a ~~met~~non-refundable bydeposit ~~January~~of 26$1, ~~2023~~600,000 (“Deposit”) to be credited toward the ~~Company~~purchase ~~will~~of bean ~~removed~~additional ~~from~~166,667 ~~the~~shares ~~OTCQB~~of ~~marketplace~~Ostendo’s preferred stock.

InThe Company ~~addition,~~has ~~pursuant~~in togood ~~the~~faith ~~OTCQB~~worked ~~Standards, in~~with ~~the~~Ostendo ~~event~~to ~~that~~ensure ~~the~~all ~~Company’s~~closing terms and closing ~~bid~~conditions ~~price~~were ~~falls~~mutually ~~below~~agreed ~~$0.001~~upon, athowever, ~~any~~the parties ~~time~~have ~~for~~not ~~five~~entered ~~consecutive~~into ~~trading~~definitive ~~days~~transaction agreements and accordingly, it was determined in November 2022 that the ~~Company~~Ostendo transaction will benot ~~immediately~~proceed. ~~removed~~Pursuant ~~from~~to ~~OTCQB.~~the Onterms ~~October~~of ~~31,~~the ~~2022~~Heads of Terms, ~~OTC~~Ostendo ~~Markets~~is ~~notified~~required ~~the~~to ~~Company~~issue ~~that~~to the ~~bid~~Company ~~price~~shares ~~for~~equal to the ~~Company’s~~initial ~~common~~deposit ~~stock~~made ~~closed~~by ~~below~~the Company of $01,600,000.~~001~~ onIn ~~October~~November 282022, ~~2022.~~the ~~The~~Company ~~bid~~received a ~~price~~certificate, dated November 14, 2022, for the shares, but the Company’s ~~common~~has not received confirmation that the Certificate of Designations for the preferred stock ~~closed~~has ~~below~~been $0filed and accepted by the California Secretary of State.~~001~~ onOstendo ~~October 31,~~has ~~2022,~~indicated asthat ~~well~~it is expected this week.

If the Company receives this document and it is dated on or before November 14, 2022, then the preferred stock will have been validly issued as of that date. If it is dated after November 14, 2022, the certificate for the shares is invalid since it purports to issue something that did not exist at the time. Accordingly, the Company is unable to determine definitively whether it currently holds these shares or not.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		~~Resignation~~Press ~~letter,~~release ~~dated~~issued ~~October~~by ~~31,~~the ~~2022,~~registrant ~~from~~on ~~William~~November ~~Stilley~~16, ~~to Wayne Wasserberg~~2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	SYSOREX, INC.
Date: November 1, 2022	By:	/s/ Wayne Wasserberg
Date: November 16, 2022	By:	/s/ Wayne Wasserberg
		Wayne Wasserberg
		Chief Executive Officer

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