SecProbe.io

Mail Stop 4561
January 9, 2018
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303

Re: Inpixon
Registration Statement on Form S -1
Filed December 15, 2017
File No. 333-222125

Dear Mr. Ali :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Your prospectus  cover page and offering summary should be clear whether your Class A
and Class B Units will be listed on the NasdaqCM.  While you disclose that the warrants
and Series 3 Convertible Preferred Stock will not be listed, please clarify if this also
applies t o the units .

2. You are registering the sale of Class A and Class B Units, and such units will consist of
warrants and convertible preferred stock that may be converted into or exchanged for
common stock.  Please revise your prospectus cover page and offerin g summary to
clarify whether you are also registering the underlying common stock to your units,
warrants, and Series 3 Convertible Preferred Stock.

Nadir Ali
Inpixon
January 9, 2018
Page 2

 Securities Ownership of Certain Beneficial Owners and Management, page 91

3. Please revise to ensure that yo ur beneficial ownership table includes all principal
shareholders that beneficially own 5% or more of your common stock, including those
that have the right to receive beneficial ownership within 60 days pursuant to Rule 13d -3.
We note, for example, it ap pears that Chicago Venture Partners may receive a substantial
amount of common stock underlying its $1,745,000 convertible promissory note acquired
on November 17, 2017.

Exhibits

4. Please provide an updated underwriting agreement for your offering that i ncludes your
current underwriter, Roth Capital Partners.  We note that you incorporate by reference a
prior underwriting agreement, Exhibit 1.1, from Aegis Capital related to a different
registration statement.  Similarly, please revise to provide exhibits  that describe the rights
and privileges of your warrants and Series 3 Convertible Preferred Stock that you are
registering in your  current  registration statement.  Your  exhibit index includes older
documents related to r elated warrants and Series 2  Conver tible Preferred Stock registered
on Form S -1 (333 -218173) , which  has already been declared effective on June 28, 2017.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rule 461 regarding requests for  acceleration .  Please allow adequate time  for us
to review any amendment prior to the requested effective date of the registration statement.

Please contact Edwin Kim, Staff Attorney, at (202) 551 -3297 or me at (202) 551 -3735
with any questions.

Sincerely,

 /s/ Barbara C. Jacobs

 Barbara C. Jacobs
 Assistant Director
Office of Information
        Technologies and Services

cc:  Melanie Figueroa, Esq.
 Mitchell Silberberg & Knupp LLP