Item 1.01 Entry into a Material Definitive Agreement.

On March 17, 2021, Inpixon (the "Company") entered into an amendment (the "Amendment") to that certain Promissory Note, dated March 18, 2020, as amended on September 17, 2020 (as amended, the "Note"), issued to Iliad Research and Trading, L.P. (the "Lender") in the initial principal amount of $6,465,000. Pursuant to the terms of the Amendment, the maturity date of the Note was extended from March 18, 2021 to March 18, 2022 (the "Maturity Date Extension"). In exchange for the Maturity Date Extension, the Company agreed to pay the Lender an extension fee in the amount of $96,150.14 (the "Extension Fee"), which was added to the outstanding balance of the Note. Following the application of the Extension Fee, as of March 17, 2021, the outstanding balance of the Note was $4,904,992.31.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The terms of the Note were previously disclosed in Item 1.01 of the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 20, 2020, which description is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

To the extent required by this Item 2.03, the information included at Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

10.1            Amendment #2 to Promissory Note, dated as of March 17, 2021, by and
              between Inpixon and Iliad Research and Trading, L.P.




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