UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported)~~: April~~ 3August 7, 2023

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 Number)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

13880 Dulles Corner Lane, Suite 120

13880 Dulles Corner Lane

Suite 120

Herndon, Virginia

20171

(Address of principal executive offices)

(Zip Code)

~~Herndon~~Registrant’s telephone number, ~~Virginia~~including ~~20171~~area code (800) 929-3871

(~~Address~~Former name ofor ~~principal~~former ~~executive offices~~address, ~~including zip~~if ~~code~~changed since last report.)

~~(800)~~Check the ~~929~~appropriate box below if the Form 8-~~3871~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Registrant’s telephone number, including area code)

☐	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)

Not applicable

☐	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))

(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 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 1 5.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement.~~or Bylaws; Change in Fiscal Year

On ~~April~~November 31, ~~2023~~2022, ~~Sysorex,~~the Board ~~Inc.~~of Directors (the “~~Company~~Board”) ~~entered into~~of aSysorex, ~~Stock~~Inc. ~~Purchase Agreement~~ (the “~~Agreement~~Company”) approved ~~with~~an ~~Omniverse~~amendment ~~LLC~~to ~~(“Omniverse”)~~Articles of Incorporation, ~~whereby~~which ~~the~~was ~~Company~~filed ~~agreed to~~citing ~~sell~~the toReverse ~~Omniverse~~Stock ~~136~~Split,~~667~~ ~~shares~~as ofdiscussed ~~Series~~in ~~C-7b~~Item ~~Preferred~~8.01 ~~Stock~~of ~~(the~~this Current ~~“Preferred~~Report ~~Stock”)~~on ofForm ~~Ostendo~~8-K ~~Technologies,~~and ~~Inc.~~incorporated ~~The Agreement~~herein ~~requires~~by ~~Omniverse~~reference. toThe ~~pay~~text of the ~~Company~~amendment ato ~~purchase~~Articles ~~price~~is ~~consisting~~filed ofas ~~$182,000~~Exhibit ~~and~~3.1 ~~other~~to ~~valuable~~this Current ~~consideration~~Report inon ~~the~~Form ~~form~~8-K ~~of consulting~~and ~~services~~incorporated ~~satisfactorily~~herein ~~rendered~~by reference.

~~The Agreement contains~~Item ~~customary~~8.01 ~~representations, conditions, warranties and indemnities~~Other Events.

~~The~~On November ~~foregoing~~1, ~~description of~~2022, the ~~Agreement~~Board ~~does~~of ~~not~~Directors ~~purport~~ratified tothe beCompany’s ~~complete~~prior approval of a Reverse Split and isgranted ~~qualified~~to inthe ~~its~~Board ~~entirety~~of byDirector’s the ~~terms~~power ~~and~~to ~~conditions~~determine ofthe final ratio for the ~~full~~Reverse ~~text~~Split. The Board of ~~the~~Director’s ~~Agreement,~~determined ~~which~~the ratio for the Reverse Split is ~~attached~~to ~~hereto~~be asone-thousand ~~Exhibit~~(1,000) ~~10.~~for one (1), with one (1) share of Common Stock being issued for each one-thousand (1,000) shares of Common Stock issued and ~~incorporated~~outstanding, ~~herein~~with byany ~~reference~~fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock.

~~Item~~The company ~~9.01~~submitted ~~Financial~~the ~~Statements~~reverse stock split plan for review to FINRA and ~~Exhibits~~the Reverse Stock Split was announced by FINRA (the Financial Industry Regulatory Authority) on August 4, 2023, effective within the marketplace at the open of business on August 7, 2023 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis.

As a result of the Reverse Stock Split, every one-thousand (d1,000) ~~Exhibits~~shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. Any and all fractional shares resulting from the Reverse Split which are less than one (1)) whole share, shall be rounded up to the next whole share and such Holder shall receive one such additional share to the to the next whole share as of the closing of the market on the Record Date. Any and all fractional shares created by the Reverse Stock Split which are greater than one (1) whole share will be rounded up to the nearest whole share.

Exhibit No.		Description
10.1*		Stock Purchase Agreement, dated April 3, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

An amendment to Articles of Incorporation was filed citing the Reverse Stock Split, a copy of which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

*Item 9.01 ~~Filed~~Financial ~~herewith.~~Statements and Exhibits

1(d) Exhibits

SIGNATURES

Exhibit
Number		Description

3.1		Amendment to Articles of Incorporation of the registrant, dated November 1, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~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.~~1

	Sysorex, Inc.
Date: April 7, 2023	By:	/s/ Wayne Wasserberg
		Wayne Wasserberg
		Chief Executive Officer

SIGNATURES

2Pursuant 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 thereunto duly authorized.

Date: August 8, 2023	SYSOREX, INC.

	By:	/s/ Wayne Wasserberg
		Wayne Wasserberg
		Chief Executive Officer and Director (Principal Executive Officer)

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