SYSX Sysorex Inc (CE)

* Consists of (i) 25,951,725 shares of the Issuer’s Common Stock, par value $0.00001 per share (the “Common Stock”) and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the 12.5% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”), subject to a 9.99% blocker. Does not consist of (i) 50,796,112 shares of Common Stock issuable upon the exercise of warrants (“Warrants”) that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

* Consists of (i) 25,951,725 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,796,112 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

* Consists of (i) 95,951,725 shares of Common Stock owned by Bigger Capital, (ii) 95,000,000 shares of Common Stock owned by District 2 CF and (iii) 2,325,000 shares of Common Stock directly owned by Michael Bigger’s IRA. Does not consist of (i) shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

The Shares purchased by each of Bigger Capital and District 2 CF were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases and private transactions, as further described in Item 6 of the Schedule 13D filed on October 11, 2022 and Item 6 below. The Shares purchased by each of Mr. Bigger and Mr. Weinmann were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 95,951,725 Shares beneficially owned by Bigger Capital is approximately $1,518,686, excluding brokerage commissions. The aggregate purchase price of the 95,000,000 Shares beneficially owned by District 2 CF is approximately $1,025,000, excluding brokerage commissions. The aggregate purchase price of the 2,325,000 Shares beneficially owned by Mr. Bigger’s IRA is approximately $28,320, excluding brokerage commissions. The aggregate purchase price of the 500,000 Shares beneficially owned by Mr. Weinmann is approximately $700, excluding brokerage commissions. The purchase prices reflected in this Item 3 reflect the purchases related to the Debentures and the Warrants as further described in Item 6 of the Schedule 13D filed on October 11, 2022 and Item 6 below.

Items 5(a) – (c) are hereby to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 1,976,726,501 Shares outstanding as of October 18, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 19, 2022.

The ownership of each Reporting Person in this Item 5 does not reflect the additional Debentures nor the Warrants that are further described in Item 6 of the Schedule 13D filed on October 11, 2022 and Item 6 below. If such Debentures were converted or such Warrants were exercised, the amount of Shares described below would be higher.

Percentage: Approximately 4.9%

Percentage: Approximately 4.9%

Percentage: Approximately 4.8%

Percentage: Approximately 4.8%

Percentage: Approximately 4.8%

Percentage: Approximately 4.8%

Percentage: Approximately 9.8%

Percentage: Less than one percent.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.

Item 6 is hereby amended to add the following:

On October 18, 2022, the Issuer entered into a Securities Purchase Agreement (the “SPA”), dated as of October 18, 2022, by and among the Company and each of the investors signatories thereto (each an “Investor” and collectively, the “Investors”), which included Bigger Capital and District 2 CF. Pursuant to the terms of the SPA, the Issuer agreed to sell to each Investor a number of Units of securities of the Company (each, a “Unit”), at a purchase price of $0.001 per Unit, with each Unit being comprised of: (i) one share of Common Stock; (ii) a warrant to acquire one share of Common Stock at an exercise price of $0.001 per share, which exercise price will not be subject to adjustment as a result of any forward or reverse split of the Common Stock (each, a “Warrant 1”); and (iii) a warrant to acquire one share of Common Stock at an exercise price of $0.001 per share, which exercise price will not be subject to adjustment as a result of any forward or reverse split of the Common Stock (each, a “Warrant 2”). The Investors, collectively, subscribed for a total of 500,000,000 Units, consisting of 500,000,000 shares of Common Stock, Warrant 1s to acquire 500,000,000 shares of Common Stock, and Warrant 2s to acquire 500,000,000 shares of Common Stock, for total consideration payable to the Company of $500,000.

Each of Bigger Capital and District 2 CF subscribed to the SPA in the amount of $25,000 each. Such purchase resulted in the Issuer issuing each of Bigger Capital and District 2 CF 25,000,000 shares of Common Stock, 25,000,000 Warrant 1s, of which 25,000,000 shares of Common Stock are issuable upon full exercise of such Warrant 1s, and 25,000,000 Warrant 2s, of which 25,000,000 shares of Common Stock are issuable upon full exercise of such Warrant 2s.

Other than as described herein and in the Schedule 13D filed on October 11, 2022 and Amendment No. 1, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 19, 2022

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER SINCE THE FILING OF AMENDMENT NO. 1

Bigger Capital Fund, LP

District 2 Capital Fund LP