Press Release: Inpixon Announces Record Date and Details for Subsidiary Spin-off and its Planned Business Combination with Damon Motors

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

(END) Dow Jones Newswires

December 14, 2023 09:02 ET (14:02 GMT)