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XELA Exela

Filed: 30 Jun 21, 7:59am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

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)

 

 

 

Delaware 001-36788 47-1347291

(State or other jurisdiction

of incorporation or organization)

 (Commission File Number) 

(IRS Employer

Identification Number)

 

2701 East Grauwyler Road

Irving, Texas

 75061
(Address of principal executive offices) (Zip Code)

 

(844) 935-2832

(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 ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, Par Value $0.0001 per shareXELAThe 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

Description

1.1At market issuance sales agreement, dated May 27, 2021, by and among Exela Technologies, Inc. and B. Riley Securities, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to the Current Report on Form 8-K filed by Exela Technologies, Inc. with the SEC on May 27, 2021).
5.1Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
99.1Exela Technologies, Inc. Press Release, dated June 30, 2021.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

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.
   
 By:

/s/ Shrikant Sortur

  Name: Shrikant Sortur
  Title: Chief Financial Officer

 

Date: June 30, 2021