false 0001620179 0001620179 2024-06-20 2024-06-20 0001620179 us-gaap:CommonStockMember 2024-06-20 2024-06-20 0001620179 xela:SixPercentSeriesBCumulativeConvertiblePerpetualPreferredStockParValueDollar0.0001PerShareMember 2024-06-20 2024-06-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 20, 2024

 

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: (214) 740-6500

 

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, on November 13, 2023, Exela Technologies Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“NASDAQ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5550(b)(2) (the “MVLS Rule”) because the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum requirement of $35 million and that the Company did not satisfy any of the alternative requirements for continued listing under Nasdaq Listing Rule 5550(b), including the $2.5 million minimum stockholders’ equity test (the “Minimum Equity Requirement”).

 

On July 2, 2024, the Company submitted a plan to NASDAQ to regain compliance with the Minimum Equity Requirement (the “Plan”) centered around the spin-off of Exela Technologies BPA, LLC to shareholders of the Company (the “BPA Spin-off”), as more fully described in that certain Current Report on Form 8-K filed by the Company on July 1, 2024, in order to satisfy continued listing on NASDAQ. On July 17, 2023, NASDAQ granted an extension until November 1, 2024 to evidence compliance with the Minimum Equity Requirement, conditioned upon the Company’s achievement of certain interim milestones to NASDAQ’s satisfaction (the “Milestones”).

 

If the BPA Spin-Off occurs, and the Milestones are met, the Company believes that the Company’s stockholders’ equity will increase to over $2.5 million on a post-BPA Spinoff adjusted basis.

 

In addition, as previously reported, on March 14, 2023, the Company received a notice from NASDAQ stating that the Company was in noncompliance with NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G) as a result of its failure to hold an annual shareholder meeting within twelve months of the December 31, 2022 fiscal year end. On June 20, 2024, the Company received a notice from NASDAQ that due to the Company holding the combined 2023 and 2024 Annual Meeting of Stockholders on June 13, 2024 the Company has been deemed in compliance with such NASDAQ listing standards.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.Description of Exhibit
  
104Cover Page Interactive Data File (embedded within the Inline XBRL).

 

- 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: July 18, 2024

 

  Exela Technologies, Inc.
     
  By: /s/ Zach Maul
    Name: Zach Maul
    Title: Secretary

 

- 3 -

 

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Cover
Jun. 20, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 20, 2024
Entity File Number 001-36788
Entity Registrant Name EXELA TECHNOLOGIES, INC.
Entity Central Index Key 0001620179
Entity Tax Identification Number 47-1347291
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2701 E. Grauwyler Rd.
Entity Address, City or Town Irving
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75061
City Area Code 214
Local Phone Number 740-6500
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Soliciting Material false
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Pre-commencement Issuer Tender Offer false
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Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, Par Value $0.0001 per share
Trading Symbol XELA
Security Exchange Name NASDAQ
Six Percent Series B Cumulative Convertible Perpetual Preferred Stock Par Value Dollar 0. 0001 Per Share [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6.00% Series B Cumulative Convertible
Trading Symbol XELAP
Security Exchange Name NASDAQ
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