Current Report Filing (8-k)
19 May 2023 - 8:04PM
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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):
May 16, 2023
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: (844) 935-2832
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, as the result
of John Rexford’s resignation from the Board of Directors of Exela Technologies, Inc. (the “Company”) on August 10, 2022,
the Company was not in compliance with Nasdaq Listing Rule 5605(b)(1) (the “Listing Rule”), which requires a listed company’s
Board to be composed of a majority of independent directors. In accordance with the Listing Rule, the Company was entitled to a cure
period to regain compliance with the majority independence requirement by the earlier of the Company’s next annual stockholders’ meeting
or August 10, 2023. Effective May 16, 2023 the Company’s Board of Directors determined existing director, James Reynolds, to be an “Independent Director”
as defined in Nasdaq Listing Rule 5605(a). Accordingly, as of May 16, 2023, the Company regained compliance with the Nasdaq Listing
Rule 5065(b)(1) by having four (4) independent directors out of seven (7) total directors.
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: May 18, 2023
|
EXELA TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/ Erik L.
Mengwall |
|
|
Name: Erik L. Mengwall |
|
|
Title: Secretary |
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