Exhibit 3.1

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF

Sysorex, Inc.

November 1, 2022

(Reverse Split)

The undersigned, being all of the members of the Board of Directors (the “Board”) of Sysorex, Inc., a Nevada corporation (the “Corporation”), do hereby consent that when all of the undersigned have executed this Written Consent of the Board of Directors (this “Consent”) or a counterpart thereof, such of which counterparts when taken together shall constitute one and the same Consent, the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board at a meeting duly called and held for purposes of acting upon proposals to adopt such resolutions.

WHEREAS, the Board has approved a reverse stock split of the common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) ranging in ratio between 1 for 500 and 1 for 1,000, with one share of Common Stock being issued for a range of between each 500 and each 1,000 shares of Common Stock issued and outstanding, with such final ratio to be determined by the Board following approval thereof by the shareholders of the Corporation, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock (the “Reverse Split”), and to amend the Articles of Incorporation of the Corporation to effect the Reverse Split; and

WHEREAS, the shareholders of the Corporation have approved the Reverse Split and have granted to the Board the power to determine the final ratio for the Reverse Split;

NOW THEREFORE, BE IT RESOLVED, that the ratio for the Reverse Split is hereby set to be 1,000 for 1, with one share of Common Stock being issued for each 1,000 shares of Common Stock issued and outstanding, with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock; and be it

FURTHER RESOLVED, that the form and terms of the Articles of Amendment to the Articles of Incorporation of the Corporation to effect the Reverse Split, in the form as attached hereto as Exhibit A (the “Articles Amendment”) is hereby authorized, approved and ratified in all respects; and be it

FURTHER RESOLVED, that officers of the Corporation shall cause the Reverse Split and the Articles Amendment to be filed with the Financial Industry Regulatory Authority (“FINRA”) and that the effectiveness of the Reverse Split shall be upon the approval and effectuation of the Reverse Split and the Articles Amendment by FINRA; and be it

FURTHER RESOLVED, that the record date for shareholders entitled to participate in the Reverse Split shall be the market effective date as established by FINRA; and be it

FURTHER RESOLVED, that, upon the approval of the Reverse Split and the Articles Amendments by FINRA, to the extent applicable, and subject thereto, the proper officers of the Corporation be and hereby are authorized and directed to execute and file on the Corporation’s behalf the Articles Amendments with the Secretary of State of Nevada with such effective date as the Chief Executive Officer of the Corporation deems appropriate; and be it

FURTHER RESOLVED, that, if and when filed and effective, a copy of the Articles Amendment, certified by the Secretary of State of the State of Nevada as being a true and correct copy of such Articles Amendment as filed with such Secretary, shall be filed in the minute book of the Corporation; and be it

FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions, authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to be prepared, executed and delivered, any and all agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents and information and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing resolutions, to make any filings pursuant to federal, state and foreign laws, and to take all other actions that he or she deems necessary, appropriate or advisable in order to comply with the applicable laws and regulations of any jurisdiction (domestic or foreign), or otherwise to effectuate and carry out the purposes of the foregoing resolutions and to permit the transactions contemplated thereby to be lawfully consummated, and any such action taken or any agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents and information executed and delivered by them or any of them in connection with any such action shall be conclusive evidence of their or his authority to take, execute and deliver the same; and be it

FURTHER RESOLVED, that each of the proper officers of the Corporation is authorized and directed, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions and to prepare, execute and deliver or cause to be prepared, executed and delivered all such further agreements, documents, certificates and undertakings, and to incur all such fees and expenses, as in his judgment shall be necessary, appropriate or advisable to carry out and effectuate the purpose and intent of any and all of the foregoing resolutions; and be it

FURTHER RESOLVED, that all actions previously taken by any officer, director, representative or agent of the Corporation, in the name or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the foregoing resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of the Corporation; and be it

FURTHER RESOLVED, that the Board hereby adopts, as if expressly set forth herein, the form of any and all resolutions required by any authority to be filed in connection with any applications, reports, filings, consents to service of process, powers of attorney, covenants and other papers, instruments and documents relating to the matters contemplated by the foregoing resolutions if (i) in the opinion of a proper officer of the Corporation executing the same, the adoption of such resolutions is necessary or advisable, and (ii) the secretary or an assistant secretary of the Corporation evidences such adoption by inserting with the minutes of the meeting at which these resolutions were adopted copies of such resolutions, which will thereupon be deemed to be adopted by the Board with the same force and effect as if originally set forth herein; and be it

FURTHER RESOLVED, that this Consent may be executed in one or more counterparts, and via electronic or other signatures, all of which shall together constitute one and the same instrument.

[Signatures appear on following page]

IN WITNESS WHEREOF, the undersigned have executed this Consent as of the date first written above.

Exhibit A

Articles of Amendment to the Articles of Incorporation

(Attached)

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

Sysorex, Inc.

Sysorex, Inc., a Nevada corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its Articles of Incorporation, as amended (“Articles”), as follows:

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of [              ], 2022.