Sec Form 13D Filing - BIGGER CAPITAL FUND L P @ SYSOREX INC PAR $0.001

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Sysorex, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

87185L206

(CUSIP Number)

MICHAEL BIGGER

BIGGER CAPITAL FUND, LP

2250 Red Springs Drive

Las Vegas, NV 89135

(631) 987-0235

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 11, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87185L206

NAME OF REPORTING PERSON

Bigger Capital Fund, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

70,951,725

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

70,951,725

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,951,725*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%*

TYPE OF REPORTING PERSON

* Consists of (i) 951,725 shares of the Issuer’s Common Stock, par value $0.00001 per share (the “Common Stock”) and (ii) 70,0000,000 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) 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.

CUSIP No. 87185L206

NAME OF REPORTING PERSON

Bigger Capital Fund GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

70,951,725

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

70,951,725

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,951,725*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%*

TYPE OF REPORTING PERSON

* Consists of (i) 951,725 shares of Common Stock and (ii) 70,0000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 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.

CUSIP No. 87185L206

NAME OF REPORTING PERSON

District 2 Capital Fund LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

70,000,000

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

70,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%*

TYPE OF REPORTING PERSON

* Consists of 70,0000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 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.

CUSIP No. 87185L206

NAME OF REPORTING PERSON

District 2 Capital LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

70,000,000

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

70,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%*

TYPE OF REPORTING PERSON

CUSIP No. 87185L206

NAME OF REPORTING PERSON

District 2 GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

70,000,000

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

70,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%*

TYPE OF REPORTING PERSON

CUSIP No. 87185L206

NAME OF REPORTING PERSON

District 2 Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

70,000,000

PERSON WITH

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

70,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%*

TYPE OF REPORTING PERSON

CUSIP No. 87185L206

NAME OF REPORTING PERSON

Michael Bigger

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

AF, PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

2,325,000

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

140,951,725

PERSON WITH

SOLE DISPOSITIVE POWER

2,325,000

SHARED DISPOSITIVE POWER

140,951,725

AGGREG ATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

143,276,725*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.3%*

TYPE OF REPORTING PERSON

* Consists of (i) 70,951,725 shares of Common Stock owned by Bigger Capital, (ii) 70,000,000 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.

CUSIP No. 87185L206

NAME OF REPORTING PERSON

Ray Weinmann

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

;

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

500,000

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

PERSON WITH

SOLE DISPOSITIVE POWER

500,000

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than one percent

TYPE OF REPORTING PERSON

CUSIP No. 87185L206

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

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. 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 70,951,725 Shares beneficially owned by Bigger Capital is approximately $1,493,686, excluding brokerage commissions. The aggregate purchase price of the 70,000,000 Shares beneficially owned by District 2 CF is approximately $1,000,000, 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.

Item 5.

Interest in Securities of the Issuer.

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

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 1,736,415,859 Shares outstanding as of October 12, 2022, which is the total number of Shares outstanding as reported on the OTC Markets website.

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. If such Debentures were converted or such Warrants were exercised, the amount of Shares described below would be higher.

Bigger Capital

(a)

As of the close of business on the date hereof, Bigger Capital beneficially owned 70,951,725 Shares.

Percentage: Approximately 4.1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 70,951,725
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 70,951,725

Bigger GP

(a)

Bigger GP, as the general partner of Bigger Capital, may be deemed the beneficial owner of the 70,951,725 Shares owned by Bigger Capital.

Percentage: Approximately 4.1%

CUSIP No. 87185L206

(b)

District 2 CF

(a)

As of the close of business on the date hereof, District 2 CF beneficially owned 70,000,000 Shares.

Percentage: Approximately 4.0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 70,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 70,000,000

District 2

(a)

District 2, as the investment manager of District 2 CF, may be deemed the beneficial owner of the 70,000,000 Shares owned by District 2 CF.

Percentage: Approximately 4.0%

(b)

District 2 GP

(a)

District 2 GP, as the general partner of District 2 CF, may be deemed the beneficial owner of the 70,000,000 Shares owned by District 2 CF.

Percentage: Approximately 4.0%

(b)

District 2 Holdings

(a)

District 2 Holdings, as the managing member of District 2 GP, may be deemed the beneficial owner of the 70,000,000 Shares owned by District 2 CF.

Percentage: Approximately 4.0%

(b)

CUSIP No. 87185L206

Mr. Bigger

(a)

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own (i) 70,951,725 Shares owned by Bigger Capital, (ii) 70,000,000 Shares owned by District 2 CF and (iii) as of the close of business on the date hereof, 2,325,000 Shares directly owned by Mr. Bigger’s IRA.

Percentage: Approximately 8.3%

(b)

1. Sole power to vote or direct vote: 2,325,000
2. Shared power to vote or direct vote: 140,951,725
3. Sole power to dispose or direct the disposition: 2,325,000
4. Shared power to dispose or direct the disposition: 140,951,725

Mr. Weinmann

(a)

As of the close of business on the date hereof, Mr. Weinmann beneficially owned 500,000 Shares.

Percentage: Less than one percent.

(b)

1. Sole power to vote or direct vote: 500,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 500,000
4. Shared power to dispose or direct the disposition: 0

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.

< /tr>

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On October 11, 2022, Bigger Capital and District 2 CF converted a portion of its Debentures resulting in the conversion of 30,000,000 shares of Common Stock issued to Bigger Capital and 30,000,000 shares of Common Stock issued to District 2 CF.

Other than as described herein and in the Schedule 13D filed on October 11, 2022, 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.

CUSIP No. 87185L206

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 13, 2022

BIGGER CAPITAL FUND, LP		DISTRICT 2 CAPITAL LP

By:	Bigger Capital Fund GP, LLC, its general partner	By:	/s/ Michael Bigger
			Michael Bigger
By:	/s/ Michael Bigger		Managing Member
	Michael Bigger
	Managing Member
		DISTRICT 2 HOLDINGS LLC

DISTRICT 2 CAPITAL FUND LP		By:	/s/ Michael Bigger
			Michael Bigger
By:	District 2 GP LLC, its general partner		Managing Member

By:	/s/ Michael Bigger
	Michael Bigger	/s/ Michael Bigger
	Managing Member	MICHAEL BIGGER


DISTRICT 2 GP LLC		/s/ Ray Weinmann
		RAY WEINMANN
By:	/s/ Michael Bigger
	Michael Bigger
	Managing Member


BIGGER CAPITAL FUND GP, LLC

By:	/s/ Michael Bigger
	Michael Bigger
	Managing Member

Sec Form 13D Filing - BIGGER CAPITAL FUND L P filing for SYSOREX INC PAR $0.001 (SYSX) - 2022-10-13