UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

001-36788

SEC FILE NUMBER

   

CUSIP NUMBER

 

(Check One):

 

x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q and Form 10-D ¨ Form N-SAR ¨ Form N-CSR

For Period Ended: December 31, 2023

 

¨

Transition Report on Form 10-K

¨

Transition Report on Form 20-F

¨

Transition Report on Form 11-K

¨

Transition Report on Form 10-Q

¨

Transition Report on Form N-SAR

For the Transition Period Ended: N/A

  

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

  

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

 

   

  

PART I - REGISTRANT INFORMATION

 

  

Full Name of Registrant: 

Exela Technologies, Inc.

 

Former Name if Applicable:

 

Address of Principal Executive Office (Street and Number):

2701 E. Grauwyler Rd.

 

City, State and Zip Code: 

Irving, TX 75061

  

 

PART II - RULES 12b-25(b) AND (c)

 

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) x

 

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III - NARRATIVE

  

 

Exela Technologies Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for its fiscal year ended December 31, 2023 (the “Form 10-K”).

 

The Form 10-K could not be filed within the prescribed time period due to the fact that the Company was unable to finalize the Form 10-K without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-K in a timely fashion prior to the due date of the report. The Company requires additional time to compile and verify the data required to be included in the Form 10-K.

 

The Company expects that it will disclose in the Form 10-K that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2023 due to material weaknesses that the Company previously reported but has not yet fully remedied, and the Company also expects to continue to report substantial doubt exists about its ability to continue as a going concern under the standards of ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”) within one year after the date that the financial statements are issued without taking into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued.

 

The Company expects to file its Form 10-K within the 15 calendar day extension provided by Rule 12b-25.

  

 

PART IV - OTHER INFORMATION

 

  

(1)   Name and telephone number of person to contact in regard to this notification

 

Mathew Brown	(310)	740-9717
(Name)	(Area Code)	(Telephone Number)

 

(2)  Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

x Yes ¨ No

 

(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

¨ Yes x No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

  

Exela Technologies, Inc. 

(Name of Registrant as specified in charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

April 2, 2024

By:

/s/ Matthew Brown

Name:

Matthew Brown

Title:

Interim Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).