EXELA TECHNOLOGIES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-21: Form 8-K; Period of report 2017-12-20; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2017-11-09: Form 8-K; Period of report 2017-11-06; Description 2.02 Results of Operations and Financial Condition; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 2.02.
- 2017-09-13: Form 8-K; Period of report 2017-09-07; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2017-08-10: Form 8-K; Period of report 2017-08-09; Description 2.02 Results of Operations and Financial Condition; 4.01 Changes in Registrant's Certifying Accountant; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-21 | 8-K | 2017-12-20 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On December 20, 2017, the Board of Directors (“Board”) and holders of a majority of the outstanding common stock, par value $0.0001, of Exela Technologies, Inc. (the “Company”) approved a one-time waiver to the Bylaws of the Company, effective immediately upon adoption by the Board and the receipt of consent by certain stockholders, in order to permit the stockholders of the Company to act by written consent to adopt the Company’s 2018 Stock Incentive Plan. | a17-28574_18k.htm |
| 2017-11-09 | 8-K | 2017-11-06 | 2.02 Results of Operations and Financial Condition; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On November 9, 2017, Exela Technologies, Inc. (the “Company”) issued a press release announcing its pro forma financial results for the quarter ended September 30, 2017. 5.05 On November 6, 2017, the Company’s Board of Directors approved and adopted the amended and restated Exela Technologies Global Code of Ethics and Business Conduct (the “Code”) attached hereto as Exhibit 14.1 and is also available on the Company’s website at http://investors.exelatech.com/corporate-governance/governance-highlights. 7.01 is incorporated herein by reference. 8.01 In the press release referred to in Item 2.02, the Company also announced that the Board of Directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company may, from time to time, purchase up to 5,000,000 shares of its common stock. | a17-26228_18k.htm |
| 2017-09-13 | 8-K | 2017-09-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 7, 2017, Exela Technologies, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market pursuant to Listing Rule IM 5101-2, informing the Company that its warrants did not meet the minimum 400 round lot holder requirements for initial listing, as set forth in Listing Rule 5515(a)(4), and that by extension, the Company’s units (comprised of common stock and warrants) did not qualify for initial listing, pursuant to Listing Rule 5225(b)(1)(A). | a17-21990_18k.htm |
| 2017-08-10 | 8-K | 2017-08-09 | 2.02 Results of Operations and Financial Condition; 4.01 Changes in Registrant's Certifying Accountant | 2.02 On August 9, 2017, Exela Technologies, Inc. (the “Company”) issued a press release announcing its pro forma financial results for the quarter ended June 30, 2017. 4.01 On August 9, 2017, Marcum LLP (“Marcum”), was dismissed as our independent registered public accounting firm. | a17-19126_38k.htm |
| 2017-08-09 | 8-K | 2017-08-09 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 is incorporated herein by reference. | a17-19126_18k.htm |
| 2017-08-09 | 8-K/A | 2017-07-12 | 9.01 Financial Statements and Exhibits | 9.01 The audited financial statements of SourceHOV and Novitex are incorporated by reference in this Current Report on Form 8-K from the Original Report. | a17-19126_28ka.htm |
| 2017-07-18 | 8-K | 2017-07-12 | 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 4.01 For accounting purposes, the Business Combination is treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer, SourceHOV, which have been audited by KPMG LLP, will become the historical financial statements of the Company. 5.02 Prior to the closing of the Business Combination, the following directors and executive officers of the Company resigned from each and every office or position held with the Company and each of its subsidiaries and affiliates, effective as of and contingent upon the closing of the Business Combination: Paul J. Berra III, Chairman of the Board; D. John Srivisal, President and Chief Executive Officer; A. Craig Ivey, Vice President - Operations; Edgar G. Hotard, Director; W. Tomas Jagodinski, Director; Ilan Kaufthal, Director; Roberto Mendoza, Director; Dr. John Rutledge, Director; and Shlomo Yanai, Director. 5.06 As of the closing of the Business Combination, the Company’s status changed from a “shell” company to an operating company. | a17-18052_28k.htm |
| 2017-07-18 | 8-K | 2017-07-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On July 12, 2017, the Company, through its wholly owned subsidiaries, SourceHOV Merger Sub and Novitex Merger Sub, consummated the Business Combination pursuant to the Business Combination Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 On July 12, 2017, the Registrant sold shares of Common Stock and Series A Perpetual Convertible Preferred Stock (“Preferred Stock”) in a private placement in connection with the Business Combination, which private placement included the issuance of an aggregate of 9,194,233 shares of Preferred Stock and 21,700,265 shares of Common Stock (the “PIPE Investment”). 3.03 The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The closing of the Business Combination and the PIPE Investment on July 12, 2017 resulted in a change of control of the Company from Quinpario Partners 2, LLC and its affiliates due to the issuance of 80,600,000 shares of Common Stock to Ex-Sigma LLC (that were assigned to its wholly owned subsidiary Ex-Sigma 2 LLC), an entity controlled by HOVS LLC, Hands On Fund 4 I, LLC and certain affiliates thereof (collectively, with Ex-Sigma LLC and Ex-Sigma 2 LLC, the “HGM Group”), the purchase by Ex-Sigma 2 LLC of 2,669,233 shares of Preferred Stock and 4,312,500 shares of Common Stock in the PIPE Investment (that were assigned to its wholly owned subsidiary Ex-Sigma 2 LLC) and the purchase by the HGM Group of an additional 1,250,000 shares of Common Stock. | a17-18052_18k.htm |
| 2017-07-12 | 8-K | 2017-07-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Present at the special meeting of the stockholders of Quinpario Acquisition Corp. 2 (the “Company”) on July 11, 2017 (the “Meeting”) were holders of 28,752,420 shares of the Company’s common stock in person or by proxy, representing 99.67% of the voting power of the shares of the common stock as of May 31, 2017, the record date for the Meeting, and constituting a quorum for the transaction of business. | a17-17256_18k.htm |
| 2017-06-29 | 8-K | 2017-06-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 29, 2017, Quinpario Acquisition Corp. 2 (the “Company”) held an annual meeting of its stockholders (the “Meeting”). | f8k062917_quinparioacq2.htm |
| 2017-06-21 | 8-K | 2017-06-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 21, 2017, Quinpario Acquisition Corp. 2 (the “Company” or “Quinpario”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., Novitex Holdings, Inc. (“Novitex”), SourceHOV Holdings, Inc. (“SourceHOV”), Novitex Parent, L.P., HOVS LLC and HandsOn Fund 4 I, LLC. | a17-15512_18k.htm |
| 2017-06-19 | 8-K | 2017-06-19 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On June 19, 2017, Exela Intermediate LLC (the “Issuer”), a Delaware limited liability company, and Exela Finance Inc. (the “Co-Issuer” and together with the “Issuer”, the “Issuers”), a Delaware corporation and wholly-owned subsidiary of the Issuer, commenced an offering of First Priority Senior Secured Notes due 2023 and Senior Notes due 2024 (together, the “Notes”). 8.01 On June 19, 2017, the Company issued a press release announcing the offering of the Notes by the Issuers. | a17-15387_28k.htm |
| 2017-05-02 | 8-K | 2017-05-02 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 is incorporated herein by reference. | a17-12253_18k.htm |
| 2017-04-03 | 8-K | 2017-04-03 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 is incorporated herein by reference. | a17-9855_18k.htm |
| 2017-02-22 | 8-K | 2017-02-21 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On February 21, 2017, Quinpario Acquisition Corp. 2 (the “Company” or “Quinpario”), entered into a Business Combination Agreement (the “Agreement”) by and among the Company, Quinpario Merger Sub I, Inc., a Delaware corporation (“SourceHOV Merger Sub”), Quinpario Merger Sub II, Inc., a Delaware corporation (“Novitex Merger Sub” and, together with SourceHOV Merger Sub, the “Merger Subs”), Novitex Holdings, Inc., a Delaware corporation (“Novitex”), SourceHOV Holdings, Inc., a Delaware corporation (“SourceHOV”), Novitex Parent, L.P. (“Novitex Parent”), HOVS LLC and HandsOn Fund 4 I, LLC (collectively, the “HGM Group” and, together with Novitex Parent, each a “Seller” and collectively, the “Sellers”). 3.02 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 7.01 On February 21, 2017, the Company issued a press release announcing the execution of the Agreement. 8.01 In connection with the execution of the Agreement, the Company has received commitments from Royal Bank of Canada and Credit Suisse to provide debt financing at the Closing, and the Company has entered into customary commitment letters in connection therewith. | f8k0217_quinparioacqui2.htm |
| 2017-02-01 | 8-K | 2017-01-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k013117_quinparioacq2.htm |
| 2017-01-20 | 8-K | 2017-01-19 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 The information contained in item 5.07 is incorporated herein by reference. 5.07 On January 19, 2017, Quinpario Acquisition Corp. 2 (the “Company”) held a special meeting of stockholders (the “Meeting”). 7.01 On January 19, 2017, the Company issued a press release announcing the Extension. | f8k011917_quinparioacq.htm |
| 2017-01-17 | 8-K | 2017-01-13 | 8.01 Other Events | 8.01 On January 13, 2017 and January 17, 2017, Quinpario Acquisition Corp. 2 (the “Company”) issued press releases announcing that the Company entered into a non-binding letter of intent (the “LOI”) to acquire and combine two privately owned companies, forming a market-leading business process outsourcing platform with expertise in financial technology, information services and data processing. | f8k011317_quinparioacq2.htm |
| 2017-01-06 | 8-K | 2017-01-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 5, 2017, Quinpario Acquisition Corp. 2 (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2015, as required by Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G). | f8k010517_quinparioacq2.htm |