RW Form - Registration Withdrawal Request - Sysorex, Inc. (0001737372) (Filer)

RW1rw10112019_sysorex.htmWITHDRAWAL REQUEST


October 11, 2019




Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549



Sysorex, Inc.


Withdrawal of Registration Statement on Form S-1


Filed on December 21, 2018 (File No. 333-228992)


Ladies and Gentlemen:


Pursuant to Rule 477 under the Securities Actof 1933, as amended (the “Securities Act”), Sysorex, Inc., a Nevada corporation (the “Company”),hereby requests that its Registration Statement on Form S-1 (File No. 228992), as initially filed with the Securities and ExchangeCommission (the “Commission”) on December 21, 2018 (the “Registration Statement”), be withdrawneffective as of the date hereof or at the earliest practicable date thereafter.


The Company is seeking withdrawal of the RegistrationStatement because it does not plan to pursue a public offering at this time. Because the proposed offering of the securities registeredunder the Registration Statement will not occur, the Company believes that the withdrawal of the Registration Statement is consistentwith the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Companyconfirms that no securities have been sold or will be sold pursuant to the Registration Statement.


The Company further requests that, in accordancewith Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statementbe credited to the Company for future use. It is the Company’s understanding that this application for withdrawal of theRegistration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen calendardays after such date, the Company receives notice from the Commission that this application will not be granted.


The Company also advises the Commission that,pursuant to Rule 477(c) of the Securities Act, it may undertake a subsequent private offering in reliance on Rule 155(c) underthe Securities Act.


Should you have any questions regarding thisrequest for withdrawal, please contact Melanie Figueroa, Esq. of Mitchell Silberberg & Knupp LLP by telephone at (917) 546-7707.



Very truly yours,









/s/ Zaman Khan



Name: Zaman Khan



Title: Chief Executive Officer



cc: Melanie Figueroa, Mitchell Silberberg& Knupp LLP