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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): May 16, 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.

 

¨ 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

 

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. In accordance with the Listing Rule, the Company was entitled to a cure period to regain compliance with the majority independence requirement by the earlier of the Company’s next annual stockholders’ meeting or August 10, 2023. Effective May 16, 2023 the Company’s Board of Directors determined existing director, James Reynolds, to be an “Independent Director” as defined in Nasdaq Listing Rule 5605(a). Accordingly, as of May 16, 2023, the Company regained compliance with the Nasdaq Listing Rule 5065(b)(1) by having four (4) independent directors out of seven (7) total directors. 

 

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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: May 18, 2023

 

  EXELA TECHNOLOGIES, INC.
     
  By: /s/ Erik L. Mengwall
    Name: Erik L. Mengwall
    Title: Secretary

 

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