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 earliest event reported: October 9, 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.
| ¨ | 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. |
Introductory Note
On October 9, 2023, Exela Technologies Inc. (the “Company”) created a new class of its preferred stock and designated such stock as “Special Voting Stock” and entered into a Subscription, Voting and Redemption Agreement (the “Voting Agreement”) related to the issuance, voting and redemption of the Special Voting Stock. Each share of Special Voting Stock is entitled to 20,000 votes per share on certain items to be voted upon at the Company’s 2023 annual meeting of its stockholders (the “Annual Meeting”), as more fully discussed in this Current Report on Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
On October 9, 2023, the Company entered into the Voting Agreement with GP-HGM LLC (the “Special Voting Holder”), providing that the Special Voting Holder purchased 1,000,000 shares of Special Voting Stock from the Company for an aggregate purchase price of $100 and has agreed to vote all shares of Special Voting Stock on the Amendment to Series B Certificate of Designations Proposal (as herein defined). At the Annual Meeting, stockholders will be asked to, among other proposals, approve an amendment to the Certificate of Designations of the Company’s Series B Cumulative Convertible Perpetual Preferred Stock to allow the Company, in its sole discretion, to have the ability to (a) pay dividends in shares of Common Stock, (b) pay less than all of the accrued dividends, and (c) pay dividends on any date designated by the Company’s board of directors for the payment of dividends (the “Amendment to Series B Certificate of Designations Proposal”).
The Special Voting Holder has agreed to vote for the Amendment to Series B Certificate of Designations Proposal in the same proportion as the votes cast on such proposal by the holders of Common Stock and the Company’s Tandem Preferred Stock (excluding abstentions and, if applicable, broker non-votes). By way of example, if holders of 40% in voting power of the outstanding shares of Common Stock and Tandem Preferred Stock attend the meeting and, of that 40%, holders of 80% in voting power of the shares of Common Stock and Tandem Preferred Stock present vote in favor of the Amendment to Series B Certificate of Designations Proposal, and holders of 20% in voting power of the shares of Common Stock and Tandem Preferred Stock present vote against the Amendment to Series B Certificate of Designations Proposal, then the Special Voting Holder will cause 80% of the voting power of the outstanding shares of Special Voting Stock to be voted in favor of the Amendment to Series B Certificate of Designations Proposal and 20% of the voting power of the outstanding shares of Special Voting Stock to be voted against the Amendment to Series B Certificate of Designations Proposal.
The Company has further agreed to redeem the shares of Special Voting Stock on the first business day following the date on which the voting on the Amendment to Series B Certificate of Designations Proposal has concluded and the polls on the Amendment to Series B Certificate of Designations Proposal have closed for an aggregate price of $100.
The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year
The information included under the headings “Introductory Note” and Item 1.01 Entry into a Material Definitive Agreement in this current report on Form 8-K are incorporated herein by reference.
Special Voting Stock
On October 9, 2023, the Company filed the Certificate of Designations for its Special Voting Stock with the Secretary of State of the State of Delaware authorizing 1,000,000 shares of the Special Voting Stock.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Designations for the Special Voting Stock, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
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: October 10, 2023
| EXELA TECHNOLOGIES, INC. | |
| | | |
| By: | /s/ Laura Weinblum | |
| | Name: Laura Weinblum | |
| | Title: Acting Secretary | |
