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): April 26, 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) |
| x | 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 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. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company also issued social media posts with the following text:
Exela Technologies, Inc. encourages stockholders to vote FOR ALL proposals at the special meeting and protect their investment. Most stockholders can vote online or by telephone to ensure their shares are represented at the special meeting. It is critical that stockholders vote, no matter how many shares they own. Learn more about the reverse stock split and how to vote [here] or email XELA@info.morrowsodali.com.
In addition, on April 26, 2023, the Company hosted a “fireside chat” for investors, where Par Chadha, the Company's executive chairman, said:
I think the most important thing for the company is this listing on NASDAQ and I firmly believe the company will be best served to be listed on NASDAQ, and let me explain why. First, our customers take comfort in the fact that they are doing business with a NASDAQ-listed company or if you want, a New York Stock Exchange. It's considered to be the seal of approval, seal of quality. Our employees, you as shareholders, we will all do better in our valuation, having the governance and the transparency that it brings. So I encourage highly that we all vote “Yes”, for the reverse split. We need to come together on May 4, for when we, obviously you can, and all of us are gonna make our own choices. But I will be voting “Yes.”
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 26, 2023 | |
| 104 | Interactive Data File (embedded within the Inline XBRL document). |
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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: April 26, 2023
| EXELA TECHNOLOGIES, INC. | ||
| By: | /s/ Erik Mengwall | |
| Name: Erik Mengwall | ||
| Title: Secretary | ||
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Exhibit 99.1
Exela Technologies Urges Stockholders to Vote "FOR" Reverse Stock Split
April 26, 2023 09:00 ET | Source: Exela Technologies, Inc.
| • | The Exela Special Meeting of Stockholders is scheduled for Thursday, May 4, 2023. | |
| • | The reverse stock split will facilitate continued listing on The Nasdaq Capital Market. |
IRVING, Texas, April 26, 2023 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or “the Company”) (NASDAQ: XELA, XELAP), a leader in business processing automation, encourages stockholders to vote “For” the amendment to its Certificate of Incorporation to effect a reverse stock split, as further described in the Company’s proxy statement filed on March 21, 2023 with the Securities and Exchange Commission (the "amendment" or the "reverse stock split").
With the special meeting almost a week away, Exela stockholders are urged to vote online or by telephone to ensure their shares are represented at the special meeting. It is critical that stockholders vote, no matter how many shares they own.
Our board strongly encourages that stockholders approve the amendment to facilitate the continued listing of our equity securities on The Nasdaq Capital Market. It is our understanding that the current market price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. It is also our understanding that many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers.
Stockholders can vote by following the easy instructions on the proxy card. If you have already submitted a proxy, you may change your vote prior to the special meeting by voting again using the same materials. Only your latest dated vote counts. If you hold at Robinhood, look for an email from Proxydocs.com, and for all other stockholders, check for an email from Proxyvote.com. Proxy information is here: https://www.sec.gov/Archives/edgar/data/1620179/000110465923035255/tm232081-3_defr14a.htm
Exela stockholders who need assistance in voting their shares may contact Exela’s proxy solicitor, Morrow Sodali LLC by calling (800) 662-5200 or (collect) (203) 658-9400 or via email: XELA@info.morrowsodali.com.
For more Exela news, commentary, and industry perspectives, visit: https://investors.exelatech.com/
And please follow us on social:
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The information posted on the Company's website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in the Company should monitor the Company's website and its social media accounts in addition to the Company's press releases, SEC filings and public conference calls and webcasts.
About Exela Technologies
Exela is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions that improve efficiency, quality, and productivity. With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100. With foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry solution suites addressing finance & accounting, human capital management, facilities optimization, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Exela is a leader in workflow automation, attended and unattended cognitive automation, digital mailrooms, print communications, and payment processing, with deployments across the globe. Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 16,000 employees operating in 21 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "may", "should", "would", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "seem", "seek", "continue", "future", "will", "expect", "outlook" or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, estimated or anticipated future results and benefits, future opportunities for Exela, and other statements that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties, including without limitation those discussed under the heading "Risk Factors" in Exela's Annual Report and other securities filings. In addition, forward-looking statements provide Exela's expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela's assessments to change. These forward-looking statements should not be relied upon as representing Exela's assessments as of any date subsequent to the date of this press release.
Investor and/or Media Contacts:
Vincent Kondaveeti
E: vincent.kondaveeti@exelatech.com
Mary Beth Benjamin
E: IR@exelatech.com