UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area
code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| | ||||
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 8.01 | Other Events |
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”)). As provided for in the indentures governing the Notes, Intermediate has a 30-day grace period to make the Interest Payments.
Intermediate is in advanced discussions with potential third-party sources of liquidity, and believes that it is likely that together with liquidity to be provided by ETI and its other subsidiaries Intermediate will have funds sufficient to meet the coupon payments due under the 2026 Senior Notes and the stub of the remaining 2023 Senior Notes during the grace period. However, there can be no assurance that Intermediate will be successful in raising sufficient capital to make such coupon payments.
Separately, ETI has filed its appeal to the Nasdaq delisting notice described in the Current Report on Form 8-K filed on January 6, 2023, and a hearing date has been set for March 2, 2023. The delisting is stayed pending the outcome from that hearing.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the potential financing. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K. These forward-looking statements are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ETI. You should carefully consider the foregoing factors as well as other factors discussed in ETI’s filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements.
- 2 -
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: January 18, 2023
| EXELA TECHNOLOGIES, INC. | ||
| By: | /s/ Erik Mengwall | |
| Name: Erik Mengwall | ||
| Title: Secretary | ||
- 3 -