false --12-13 0001620179 0001620179 2024-07-26 2024-07-26 0001620179 us-gaap:CommonStockMember 2024-07-26 2024-07-26 0001620179 xela:SixPercentSeriesBCumulativeConvertiblePerpetualPreferredStockParValueDollar0.0001PerShareMember 2024-07-26 2024-07-26 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): July 26, 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 5.03 Amendment to Articles of Incorporation or Bylaws

 

On July 26, 2024, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware retiring all previously redeemed shares of the Special Voting Preferred Stock. Effective upon the filing of the Certificate of Elimination, all references to the Special Voting Preferred Stock in the Second Amended and Restated Certificate of Incorporation of the Company shall be eliminated and the shares of Special Voting Preferred Stock so retired shall resume the status of authorized and unissued shares of preferred stock of the Company, without designation as to series.

 

A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description of Exhibit

 

3.1Certificate of Elimination of Special Voting Preferred Stock of Exela Technologies, Inc., effective July 26, 2024

 

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 29, 2024

 

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

 

- 3 -

 

 

Exhibit 3.1

 

CERTIFICATE OF ELIMINATION

OF

SPECIAL VOTING PREFERRED STOCK

OF

EXELA TECHNOLOGIES, INC.

 

(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

 

EXELA TECHNOLOGIES, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:

 

FIRST:             The Corporation's Second Amended and Restated Certificate of Incorporation, as amended (the “Second Amended and Restated Certificate of Incorporation”) provides the authority for the issuance of 1,000,000 shares of a series of Preferred Stock designated Special Voting Preferred Stock, par value $0.0001 per share, (the “Special Voting Preferred Stock”).

 

SECOND:       The Board of Directors of the Corporation (the “Board”) redeemed and retired all issued and outstanding shares of the Special Voting Preferred Stock, which constituted all authorized shares of the Special Voting Preferred Stock.

 

THIRD:            Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board adopted the following resolutions:

 

FURTHER RESOLVED, that upon redemption of the Special Voting Preferred Stock, all of the shares of Special Voting Preferred Stock so redeemed shall be retired; and

 

FURTHER RESOLVED, that upon redemption and retirement of the Special Voting Preferred Stock in accordance with the foregoing resolutions, none of the authorized shares of such series of Preferred Stock will be outstanding and no shares of such series thereafter will be issued.

 

FOURTH:        Pursuant to the provisions of Section 151(g) of the DGCL, all references to Special Voting Preferred Stock in the Second Amended and Restated Certificate of Incorporation of the Corporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Special Voting Preferred Stock of the Corporation, without designation as to series.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by a duly authorized officer this 26th day of July, 2024.

 

  EXELA TECHNOLOGIES, INC.
   
  By: /s/ Zach Maul
  Name: Zach Maul
  Title: Secretary

 

 

 

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Cover
Jul. 26, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 26, 2024
Current Fiscal Year End Date --12-13
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
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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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