SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2021
EXELA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
|(Commission File Number)|
2701 East Grauwyler Road
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))|
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|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|¨||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 7.01 Regulation FD Disclosure
On June 30, 2021, Exela Technologies, Inc., a Delaware corporation (the “Company”), issued a press release announcing the launch of an offering for the sale of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150,000,000 (the “Shares”). The Shares will be sold pursuant to the at market issuance sales agreement, dated May 27, 2021 (the “Sales Agreement”), between the Company and B. Riley Securities, Inc. and Cantor Fitzgerald & Co. (each, an “Agent” and, together, the “Agents”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Items 7.01 and Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 8.01 Other Events
On June 30, 2021, the Company launched an offering for the sale of the Shares that will be sold pursuant to the Sales Agreement. The Shares are in addition to the shares of the Company’s common stock that have previously been offered and sold under the Sales Agreement.
The Company is not obligated to sell any of the Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts, consistent with their respective normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market LLC, to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Pursuant to the Sales Agreement, the Agents may sell the Shares by any method permitted by law deemed to be an “at the market offering” under Rule 415(a)(4) under the Securities Act of 1933. The Company will pay the applicable Agent a commission at a fixed commission rate of up to 5.0% of the gross proceeds from each sale of the Shares and provide the Agents with customary indemnification and contribution rights. The Sales Agreement may be terminated by the applicable Agent with respect to itself or the Company at any time upon five (5) days’ notice to the other party.
The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-255707) (the “Registration Statement”) filed with the SEC on May 3, 2021 and declared effective on May 12, 2021, as supplemented by the prospectus supplement, dated June 30, 2021, as filed with the SEC on June 30, 2021.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Company, relating to the validity of the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the Shares under the Sales Agreement nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
|Item 9.01||Financial Statements and Exhibits.|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|EXELA TECHNOLOGIES, INC.|
/s/ Shrikant Sortur
|Name: Shrikant Sortur|
|Title: Chief Financial Officer|
Date: June 30, 2021