Current Report Filing (8-k)
May 12 2023 - 5:10PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 11, 2023
EXELA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36788 |
|
47-1347291 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
2701 E. Grauwyler Rd.
Irving, TX |
|
75061 |
(Address of principal executive offices) |
|
(Zip Code) |
Company’s telephone number, including area
code: (844) 935-2832
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading
Symbol |
|
Name of Each Exchange on
Which Registered |
Common Stock, Par Value $0.0001 per share |
|
XELA |
|
The Nasdaq Stock Market LLC |
6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share |
|
XELAP |
|
The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨ |
Emerging growth company |
¨ | If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 5.03 Amendment to Articles of Incorporation or Bylaws
Reverse Stock Split
On May 12, 2023, Exela Technologies, Inc. (“Exela”
or the “Company”) announced that it filed the Third Certificate of Amendment of the Company’s Second Amended and Restated
Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Delaware, to effect
a 1-for-200 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock,
par value $0.0001 per share (the “Common Stock”), at 5:00 p.m. Eastern Time on that date. Beginning with the opening of trading
on May 15, 2023, the Company’s Common Stock will trade on The Nasdaq Capital Market on a split-adjusted basis under a new CUSIP
number 30162V805 and will continue to trade under the symbol “XELA.”
As a result of the Reverse Split, every two-hundred
(200) shares of the Company’s Common Stock issued and outstanding will be converted into
one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who
would otherwise be entitled to a fractional share of Common Stock will instead receive cash in lieu of fractional shares based
on the closing sales price of the Company’s Common Stock as quoted on The Nasdaq Capital Market on May 12, 2023.
The Reverse Split will not reduce the number of
authorized shares of the Common Stock or preferred stock (the “Preferred Stock”), or change the par values of the Company’s
Common Stock or Preferred Stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership
percentage of the Company's shares of Common Stock (except to the extent that the Reverse Split would result in some of the stockholders
receiving cash in lieu of fractional shares). All outstanding options, warrants, restricted stock units and similar securities entitling
their holders to receive or purchase shares of the Company’s Common Stock (including the conversion rate of the Preferred Stock)
will be adjusted as a result of the Reverse Split, as required by the terms of each security.
The foregoing
description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated
herein by reference.
Immediately after the effects of the Reverse Split, the number of issued and outstanding shares of Common Stock will be approximately
6.4 million shares.
On May
12, 2023, the Company issued a press release announcing the Reverse Split. A copy of the press release
is filed herewith as Exhibit 99.1 hereto.
Special Voting Stock Elimination
On May 12,
2023, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the
State of Delaware retiring all previously redeemed shares of the Special Voting Preferred Stock. Effective upon the filing of the Certificate
of Elimination, all references to the Special Voting Preferred Stock in the Second Amended and Restated Certificate of Incorporation of
the Company shall be eliminated and the shares of Special Voting Preferred Stock so retired shall resume the status of authorized and
unissued shares of preferred stock of the Company, without designation as to series.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2023, the Company held a Special Meeting
of its Stockholders. At the meeting, the following proposals were acted upon:
1. To adopt an amendment to Exela’s
certificate of incorporation to effect a reverse split of Exela’s outstanding common stock at a ratio in the range of 1-for-100
to 1-for-200, to be determined at the discretion of Exela’s Board of Directors and publicly announced during 2023, whereby each
outstanding 100 to 200 shares would be combined, converted and changed into 1 share of Exela’s common stock.
The vote was as follows:
For |
| 39,630,471,698 | |
Against |
| 35,761,337,063 | |
Abstain |
| 4,964,622 | |
2. To approve one or more adjournments
of the Special Meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not
sufficient votes at the time of the meeting to approve Proposal 1.
The vote was as follows:
For | |
215,181,936 | |
Against | |
169,231,713 | |
Abstain | |
12,359,735 | |
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 12, 2023
|
EXELA TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/ Erik L. Mengwall |
|
|
Name: Erik L. Mengwall |
|
|
Title: Secretary |
Exela Technologies (PK) (USOTC:XELAU)
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