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~~Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): April ~~November 23~~3, ~~2022~~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 No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

13880 Dulles Corner Lane, Suite 120

Herndon, Virginia 20171

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including zip code)

(800) 929-3871

(Registrant’s telephone number, including area code)

~~N/A~~Not applicable

(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))

☐	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 7 1.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~November~~ 30April 3, ~~2022~~2023, Sysorex, Inc. (the “Company”) ~~issued~~entered into a ~~press~~Stock ~~release~~Purchase ~~announcing~~Agreement ~~certain~~(the ~~business~~“Agreement”) ~~updates,~~with ~~including~~Omniverse ~~that~~LLC (“Omniverse”), ~~effective~~ ~~November~~whereby ~~25,~~the ~~2022,~~Company ~~its~~agreed to ~~shares~~sell ofto ~~common~~Omniverse ~~stock~~136,667 ~~are~~shares ~~quoted~~of onSeries ~~OTC~~C-7b ~~Market~~Preferred ~~Group’s~~Stock (the “~~OTC~~Preferred ~~Markets~~Stock”) ~~Pink~~of ~~Current Information~~Ostendo ~~tier~~Technologies, inInc. ~~lieu~~The Agreement ofrequires ~~the~~Omniverse ~~OTCQB.~~to Apay ~~copy of~~ the ~~foregoing~~Company ~~press~~a ~~release~~purchase isprice ~~attached~~consisting asof ~~Exhibit~~$182,000 ~~99.1~~and toother ~~this~~valuable ~~Current~~consideration ~~Report~~in onthe ~~Form~~form of ~~8-K~~consulting ~~and~~services issatisfactorily ~~incorporated by reference herein~~rendered.

The ~~information~~ ~~included~~Agreement ~~in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section~~contains 18customary ~~of the Exchange Act~~representations, ~~or otherwise subject to the liabilities of that section~~conditions, ~~nor~~warranties ~~shall~~and ~~such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing~~indemnities. 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~~The foregoing description 8of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Agreement, which is attached hereto as Exhibit 10.~~01.~~1 ~~Other~~and ~~Events~~incorporated herein by reference.

~~On November~~Item ~~23, 2022, the Company was notified by OTC Markets that because the Company’s closing bid price was below $0~~9.~~001~~01 ~~for~~Financial ~~five consecutive~~Statements ~~trading days, the Company was moved from the OTCQB tier to the Pink tier, effective November 25, 2022. The Company remains fully reporting with the U.S. Securities~~ and ~~Exchange Commission, and its common stock will continue to trade on the Pink tier under the ticker symbol “SYSX~~Exhibits.”

~~Item 9.01.~~(d) ~~Financial Statements and~~ Exhibits.

(d) Exhibits.

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

Exhibit No.		Description
99.1		Press release of the registrant issued on November 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

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.
	Sysorex, Inc.
Date: November 30, 2022	By:	/s/ Wayne Wasserberg
Date: April 7, 2023	By:	/s/ Wayne Wasserberg
		Wayne Wasserberg
		Chief Executive Officer

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