EXELA TECHNOLOGIES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-06: Form 8-K; Period of report 2023-12-05; Description 8.01 Other Events; Details 8.01.
- 2023-11-17: Form 8-K; Period of report 2023-11-13; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure; Details 3.01.
- 2023-10-25: Form 8-K; Period of report 2023-10-25; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2023-10-10: Form 8-K; Period of report 2023-10-09; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-06 | 8-K | 2023-12-05 | 8.01 Other Events | 8.01 On December 5, 2023, Exela Technologies, Inc. (the “Company”) convened and then adjourned, without conducting any business, the annual general meeting of shareholders of the Company (the “Meeting”), originally scheduled for 10:00 a.m. | tm2332253d1_8k.htm |
| 2023-11-17 | 8-K | 2023-11-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 As previously disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2023 by Exela Technologies, Inc. (the “Company”), on August 11, 2023, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reports Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2023 (the “First Form 10-Q”). 7.01 The Company issued a press release on November 17, 2023 disclosing the Company’s receipt of the Additional Delinquency Notice. | tm2331008d1_8k.htm |
| 2023-10-25 | 8-K | 2023-10-25 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On October 24, 2023, the Audit Committee of the Board of Directors of Exela Technologies, Inc. (the “Company”) approved the engagement of EisnerAmper LLP (“EisnerAmper”) as the Company’s new independent registered public accounting firm commencing for its quarter ending June 30, 2023 and its fiscal year ending December 31, 2023. | tm2329135d1_8k.htm |
| 2023-10-10 | 8-K | 2023-10-09 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 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). 5.03 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. | tm2328143d1_8k.htm |
| 2023-10-05 | 8-K | 2023-10-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 30, 2023, Shrikant Sortur notified Exela Technologies, Inc. (the “Company” or “Exela”) of his resignation as Chief Financial Officer of the Company effective October 2, 2023. | tm2327919d1_8k.htm |
| 2023-08-14 | 8-K | 2023-08-14 | 2.02 Results of Operations and Financial Condition; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 2.02 On August 14, 2023, Exela Technologies, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the quarter ended June 30, 2023. 3.01 On August 11, 2023, the Company received a notice of non-compliance from Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires listed companies to timely file all periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”). | tm2323663d1_8k.htm |
| 2023-07-17 | 8-K | 2023-07-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | tm2321437d1_8k.htm |
| 2023-07-12 | 8-K | 2023-07-12 | 7.01 Regulation FD Disclosure | 7.01 On July 12, 2023, Exela Technologies, Inc. (“Exela” or the “Company”) issued a press release announcing the expiration and final results of the previously announced offer to exchange (the “Exchange Offer”) new 11.500% First-Priority Senior Secured Notes due 2026 (the “New Notes”) of Exela Intermediate LLC (the “Issuer”), a wholly-owned subsidiary of Exela, and Exela Finance Inc., a wholly-owned subsidiary of Exela (the “Co-Issuer” and, together with the Issuer, the “Issuers”), for the Issuers’ outstanding 11.500% First-Priority Senior Secured Notes due 2026 (the “Old Notes”) and a solicitation of consents to proposed amendments with respect to the Old Notes. | tm2321118d1_8k.htm |
| 2023-06-30 | 8-K | 2023-06-30 | 8.01 Other Events | 8.01 On June 30, 2023, Exela Technologies, Inc. (“Exela” or the “Company”) issued a press release announcing the elimination of the early tender time and the initial settlement date with respect to their previously announced offer to exchange (the “Exchange Offer”) new 11.500% First-Priority Senior Secured Notes due 2026 (the “New Notes”) of Exela Intermediate LLC (the “Issuer”), a wholly-owned subsidiary of Exela, and Exela Finance Inc., a wholly-owned subsidiary of Exela (the “Co-Issuer” and, together with the Issuer, the “Issuers”), for the Issuers’ outstanding 11.500% First-Priority Senior Secured Notes due 2026 (the “Old Notes”) and a solicitation of consents to proposed amendments with respect to the Old Notes (the “Consent Solicitation”). | tm2320277d1_8k.htm |
| 2023-06-23 | 8-K | 2023-06-23 | 8.01 Other Events | 8.01 On June 23, 2023, Exela Technologies, Inc. (“Exela” or the “Company”) issued a press release announcing the extension of the early tender time from 5:00 p.m., New York City time, on June 22, 2023 until 5:00 p.m., New York City time on June 29, 2023 (the “Extended Early Tender Time”) with respect to their previously announced offer to exchange (the “Exchange Offer”) new 11.500% First-Priority Senior Secured Notes due 2026 of Exela Intermediate LLC (the “Issuer”), a wholly-owned subsidiary of Exela, and Exela Finance Inc., a wholly-owned subsidiary of Exela (the “Co-Issuer” and, together with the Issuer, the “Issuers”), for the Issuers’ outstanding 11.500% First-Priority Senior Secured Notes due 2026 (the “Old Notes”) and a solicitation of consents to proposed amendments with respect to the Old Notes (the “Consent Solicitation”). | tm2319522d1_8k.htm |
| 2023-06-09 | 8-K | 2023-06-08 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 8, 2023, the Issuers launched the Exchange Offer and Consent Solicitation. | tm2318332d1_8k.htm |
| 2023-05-19 | 8-K | 2023-05-16 | 8.01 Other Events | 8.01 As previously disclosed, as the result of John Rexford’s resignation from the Board of Directors of Exela Technologies, Inc. (the “Company”) on August 10, 2022, the Company was not in compliance with Nasdaq Listing Rule 5605(b)(1) (the “Listing Rule”), which requires a listed company’s Board to be composed of a majority of independent directors. | tm2316212d2_8k.htm |
| 2023-05-18 | 8-K | 2023-05-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 12, 2023, William Transier resigned from the Board of Directors of the Company and all committees of the Board, effective immediately. | tm2316212d1_8k.htm |
| 2023-05-12 | 8-K | 2023-05-11 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 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. 5.07 On May 11, 2023, the Company held a Special Meeting of its Stockholders. | tm2315488d2_8k.htm |
| 2023-05-12 | 8-K | 2023-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2023, Exela Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. | tm2315488d1_8k.htm |
| 2023-05-08 | 8-K | 2023-05-05 | 8.01 Other Events | 8.01 On May 5, 2023, Exela Technologies, Inc. (the “Company”) issued a press release announcing that it was adjourning the Special Meeting of Stockholders held May 5, 2023 at 12 p.m. | tm2314935d1_8k.htm |
| 2023-05-04 | 8-K | 2023-05-03 | 8.01 Other Events | 8.01 On May 3, 2023, Exela Technologies, Inc. (the “Company”) issued a press release announcing that it was postponing the Special Meeting of Stockholders originally scheduled to be held on May 4, 2023 until May 5, 2023 at 12 p.m. | tm2314510d3_8k.htm |
| 2023-05-04 | 8-K | 2023-05-02 | 8.01 Other Events | 8.01 On May 3, 2023, Exela Technologies, Inc. (the “Company”) issued a press release encouraging its stockholders to vote at the upcoming Special Meeting of Stockholders scheduled to be held on May 4, 2023. | tm2314510d1_8k.htm |
| 2023-04-27 | 8-K | 2023-04-26 | 8.01 Other Events | 8.01 On April 26, 2023, Exela Technologies, Inc. (the “Company”) issued a press release reminding its stockholders to vote at the upcoming Special Meeting of Stockholders to be held on May 4, 2023. | tm2313803d1_8k.htm |
| 2023-04-10 | 8-K | 2023-04-04 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On April 4, 2023, KPMG LLP (“KPMG”), the independent registered public accounting firm of Exela Technologies, Inc. (the “Company”), notified the Company that it has decided to decline to stand for re-appointment as the independent registered public accounting firm of the Company. | tm2312154d1_8k.htm |
| 2023-04-04 | 8-K | 2023-04-03 | 2.02 Results of Operations and Financial Condition | 2.02 On April 3, 2023, Exela Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022. | tm2311425d1_8k.htm |
| 2023-04-03 | 8-K | 2023-04-03 | 8.01 Other Events | 8.01 On March 3, 2022, a putative stockholder class action and derivative complaint was filed in the Delaware Court of Chancery by M. Samim Ezzat, a stockholder, against Exela Technologies, Inc. (the “Company”) and its current directors (the “Action”). | tm2311425d2_8k.htm |
| 2023-03-30 | 8-K | 2023-03-29 | 8.01 Other Events | 8.01 From time to time since January 23, 2023, Exela Technologies, Inc. (the “Company”) has been engaged in discussions with certain beneficial holders, or investment advisors, sub-advisors or managers of funds or accounts that are beneficial holders, of 11.5% Secured Notes due 2026 (the “Notes”) issued under the Indenture, dated as of December 9, 2021, among Exela Intermediate LLC (“Exela Intermediate”), as Issuer, Exela Finance, Inc. as Co-Issuer, and US Bank Trust Company National Association, as Trustee (as amended, supplemented or otherwise modified from time to time, the “Indenture”) with respect to potential deleveraging or restructuring transactions. | tm2310886d1_8k.htm |
| 2023-03-17 | 8-K | 2023-03-14 | 8.01 Other Events | 8.01 On March 14, 2023, Exela Technologies, Inc. (the “Company”) received a decision from the Nasdaq Hearing Panel (the “Panel”) of The Nasdaq Stock Market (“Nasdaq”) stating that the Panel had granted the Company an exception to the Nasdaq Listing Rule 5550(a)(2) (the “Rule”) until May 19, 2023, by which point the Company must demonstrate compliance with the Rule. | tm239830d1_8k.htm |
| 2023-03-13 | 8-K | 2023-03-07 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On March 7, 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 Reverse Stock Split Proposal (as herein defined). 5.03 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. | tm239068d1_8k.htm |
| 2023-02-17 | 8-K | 2023-02-15 | 8.01 Other Events | 8.01 On February 16, 2023, Exela Intermediate, LLC (“Intermediate”), an indirect, wholly-owned subsidiary of Exela Technologies, Inc. (the “Company”), made the semiannual interest payment (the “2026 Interest Payment”) due under its 11.500% First-Priority Senior Secured Notes due 2026 (the “2026 Notes”), and on February 15, 2023, Intermediate made the semiannual interest payment (together with the 2026 Interest Payment, the “Interest Payments”) due under its 10.0% First Priority Senior Secured Notes due 2023 (the “2023 Notes” and, together with the 2026 Notes, the “Notes”). | tm236286d2_8k.htm |
| 2023-01-18 | 8-K | 2023-01-17 | 8.01 Other Events | 8.01 On January 17, 2023, Exela Intermediate, LLC (“Intermediate”), an indirect, wholly-owned subsidiary of Exela Technologies, Inc. (“ETI”) did not make the semiannual interest payments (the “Interest Payments”) due under its 11.500% First-Priority Senior Secured Notes due 2026 (the “2026 Notes”) and 10.0% First Priority Senior Secured Notes due 2023 (the “2023 Notes” and, together with the 2026 Notes, the “Notes”)). | tm233811d1_8k.htm |
| 2023-01-06 | 8-K | 2023-01-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on October 12, 2022, the Company received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the bid price of its listed securities had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(2) (the “Rule”). | tm232434d1_8k.htm |