Form 8-K - Current report

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): May 30, 2024

SILVERSUN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38063		16-1633636
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

120 Eagle Rock Ave

East Hanover, NJ 07936

(Address of Principal Executive Offices)

(973) 396-1720

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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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(s)		Name of each exchange on which registered
Common shares (par value $0.00001 per share)		SSNT		The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 30, 2024, SilverSun Technologies, Inc. (the “Company” or “SilverSun”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Amended and Restated Investment Agreement, dated as of April l4, 2024 (as it may be amended or supplemented, the “Investment Agreement”), by and among Jacobs Private Equity II, LLC, a Delaware limited liability company (“JPE”), and the other investors party thereto (the “Other Investors,” and together with JPE, the “Investors”), pursuant to which the Investors will make an aggregate investment of $1,000,000,000 in cash in the Company, including $900,000,000 from JPE (the “Equity Investment”).

As of April 29, 2024, the record date for the Special Meeting (the “Record Date”), there were 5,315,581 shares of common stock, par value $0.00001 per share, of the Company (the “common stock”), each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 3,655,153 shares of common stock, representing approximately 68.76% of the outstanding shares issued and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

The affirmative vote of a majority of the 5,315,581 shares of common stock outstanding and entitled to vote as of the Record Date was required to approve Proposals 2-9. The affirmative vote of stockholders representing a majority of the votes properly cast by stockholders present in person or represented by proxy at the Special Meeting was required to approve Proposals 1 and 10. The final voting results on the proposals presented for stockholder approval at the Special Meeting are described below. For more information on each of these proposals, see the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 30, 2024 (as amended and supplemented, the “Proxy Statement”).

Proposal No. 1: To approve the issuance and sale to JPE, and the Other Investors of the Securities (as defined in the Investment Agreement), and the other transactions contemplated by the Investment Agreement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,552,481		46,905		55,767		-

Proposal No. 2: To approve the adoption of the Fifth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), which would become effective prior to and in connection with the closing of the Equity Investment (as defined in the Investment Agreement).

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,324,828		274,555		55,770		-

Proposal No. 3: To approve separately a feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split (as defined in the Investment Agreement).

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,575,168		64,115		15,870		-

Proposal No. 4: To approve separately a feature of the Amended and Restated Certificate of Incorporation effecting an increase in the number of authorized shares of common stock to 2,000,000,000 and an increase in the number of authorized shares of preferred stock to 10,000,000.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,509,430		85,826		59,897		-

Proposal No. 5: To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which stockholders are able to act by written consent in lieu of a stockholder meeting.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,104,253		496,499		54,401		-

Proposal No. 6: To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which a special meeting of stockholders may be called.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,327,262		276,491		51,400		-

Proposal No. 7: To approve separately a feature of the Amended and Restated Certificate of Incorporation designating the exclusive forums in which certain claims relating to the Company may be brought.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,317,179		272,119		65,855		-

Proposal No. 8: To approve separately a feature of the Amended and Restated Certificate of Incorporation providing for exculpation of directors and officers to the extent permitted by the Delaware General Corporation Law (the “DGCL”).

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,317,810		284,040		53,303		-

Proposal No. 9: To approve separately a feature of the Amended and Restated Certificate of Incorporation providing JPE with certain board designation rights.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,317,513		280,032		57,608		-

Proposal No. 10: To approve the QXO, Inc. 2024 Omnibus Incentive Plan.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,083,553		505,071		66,529		-

On the basis of the above votes, (i) the proposal to approve the issuance and sale to the Investors of the Securities was approved; (ii) the proposal to adopt the Amended and Restated Certificate of Incorporation was approved; (iii) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split was approved; (iv) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation effecting an increase in the number of authorized shares of common stock to 2,000,000,000 and an increase in the number of authorized shares of preferred stock to 10,000,000 was approved; (v) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which stockholders are able to act by written consent in lieu of a meeting was approved; (vi) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which a special meeting of stockholders can be called was approved; (vii) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation designating the exclusive forums in which certain claims relating to the Company may be brought was approved; (viii) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation providing for exculpation of directors and officers to the extent permitted by the DGCL was approved; (ix) the proposal to approve separately a feature of the Amended and Restated Certificate of Incorporation providing JPE with certain board designation rights was approved, and (x) the proposal to approve the QXO, Inc. 2024 Omnibus Incentive Plan was approved.

Item 7.01 Regulation FD Disclosure.

Press Release

On May 30, 2024, the Company jointly issued a press release with JPE announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Reverse Stock Split

As previously announced, the 8-1 reverse stock split of the Company’s common stock, which was approved by the Company’s stockholders at the Special Meeting and which also has been unanimously approved by the board of directors of the Company, is expected to take effect at 9:00 a.m. Eastern Time on June 6, 2024 (the “Effective Time”).

Accordingly, at the Effective Time, each eight shares of the Company’s common stock then issued and outstanding or held by the Company as treasury stock will, automatically and without any action on the part of the respective holders, be combined and converted into one share of the Company’s common stock. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market on a post-reverse stock split basis beginning on June 6, 2024, under a new CUSIP number: 82846H 405.

The Company is implementing the reverse stock split in connection with the Investment Agreement. As a result of the reverse stock split, the number of outstanding shares of the Company’s common stock will be reduced from 5,315,581 to 664,447.

No fractional shares will be issued in connection with the reverse stock split. Instead, each stockholder that would hold fractional shares as a result of the reverse stock split will be entitled to receive, in lieu of such fractional shares, cash in an amount based on the closing price of the Company’s common stock on the Nasdaq Capital Market on June 5, 2024. The reverse stock split will apply to all of the Company’s outstanding shares of common stock and therefore will not affect any stockholder’s ownership percentage of shares of the Company’s common stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. Stockholders of record will be receiving information from Pacific Stock Transfer Company, the Company’s transfer agent (“Pacific Stock Transfer”), regarding their stock ownership following the reverse stock split and, if applicable, payments of cash in lieu of fractional shares.

Registered stockholders with certificated shares of common stock will receive a letter of transmittal from Pacific Stock Transfer with instructions on how to surrender certificates representing pre-reverse stock split shares, which will become book-entry shares post-reverse stock split. Such stockholders should not send in their pre-reverse stock split certificates until they receive a letter of transmittal. In order to receive new shares of the Company’s common stock, cash payments in lieu of fractional shares, and any future dividends or distributions the Company may declare with a record date after the Effective Time of the reverse stock split, stockholders must return these certificated shares of common stock. Stockholders with book-entry shares or who hold their shares through a bank, broker, or other nominee will not need to take any action.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others uncertainties as to the completion of the equity investment and the other transactions contemplated by the Investment Agreement, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays and other factors, including those set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, and subsequent Quarterly Reports on Form 10-Q.

Forward-looking statements herein speak only as of the date each statement is made. None of the Company, JPE nor any other person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated May 30, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.

	SILVERSUN TECHNOLOGIES, INC.

Date: May 30, 2024	By:	/s/ Mark Meller
		Mark Meller
		President, Chief Executive Officer

Exhibit 99.1

SilverSun Stockholders Approve Equity Investment

GREENWICH, Conn. and EAST HANOVER, N.J. — May 30, 2024 — Jacobs Private Equity II, LLC (“JPE”), which is led by Brad Jacobs, and SilverSun Technologies, Inc. (Nasdaq: SSNT) (“SilverSun” or the “Company”) today announced that SilverSun stockholders voted to approve the transactions contemplated by the previously announced amended and restated investment agreement (as amended from time to time, the “Investment Agreement”) among SilverSun, JPE and certain minority co-investors, and other related proposals. Pursuant to the Investment Agreement, JPE and the minority co-investors will invest $1 billion in cash into SilverSun.

Based on a preliminary tabulation of the stockholder vote, approximately 98.69% of all votes cast, which represents approximately 66.83% of all outstanding shares on April 29, 2024, the record date for the special meeting, were voted in favor of the equity investment.

The final voting results on the proposals voted on at the special meeting will be set forth in a Current Report on Form 8-K filed by SilverSun with the U.S. Securities and Exchange Commission (the “SEC”).

Advisors

Goldman Sachs and Morgan Stanley are serving as financial advisors to JPE, and Wachtell, Lipton, Rosen & Katz and Paul, Weiss, Rifkind, Wharton & Garrison are serving as legal advisors to JPE.

The Benchmark Company, LLC is serving as financial advisor to SilverSun, and Lucosky Brookman LLP is serving as legal advisor to SilverSun.

Cautionary statement regarding forward-looking statements

This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others:

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uncertainties as to the completion of the equity investment and the other transactions contemplated by the Investment Agreement, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays;

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risks associated with potential significant volatility and fluctuations in the market price of SilverSun’s common stock;

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risks associated with the Company’s relatively low public float, which may result in its common stock experiencing significant price volatility;

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the possibility that competing transaction proposals for the Company may be made;

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risks associated with raising additional equity or debt capital from public or private markets to pursue the Company’s business plan following the closing of the equity investment, including in an amount that may significantly exceed the amount of the equity investment, and the effects that raising such capital may have on SilverSun and its business, including the risk of substantial dilution or that SilverSun’s common stock may experience a substantial decline in trading price;

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the possibility that additional future financings may not be available to the Company on acceptable terms or at all;

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the effects that the announcement, pendency or consummation of the equity investment and the other transactions contemplated by the Investment Agreement may have on the Company and its current or future business or on the price of the Company’s common stock;

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the possibility that an active, liquid trading market for the Company’s common stock may not develop or, if developed, may not be sustained;

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the possibility that the warrants and the preferred stock contemplated by the Investment Agreement, if issued, may or may not be converted or exercised, and the economic impact on the Company and the holders of common stock of the Company that may result from either such exercise or conversion, including dilution, or the continuance of the preferred stock remaining outstanding, and the impact its terms, including its dividend, may have on the Company and the common stock of the Company;

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the possibility that all of the closing conditions to the equity investment or the other transactions contemplated by the Investment Agreement may not be satisfied or waived, or any other required third-party, regulatory or other consents or approvals may not be obtained within the relevant timeframe, or at all;

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the effects that a termination of the Investment Agreement may have on the Company, including the risk that the price of the Company’s common stock may decline significantly if the equity investment is not completed;

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uncertainties regarding the Company’s focus, strategic plans and other management actions;

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the risk that the Company, following the closing of the equity investment, is or becomes highly dependent on the continued leadership of Brad Jacobs as chairman and chief executive officer and the possibility that the loss of Mr. Jacobs in these roles could have a material adverse effect on the Company’s business, financial condition and results of operations;

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the risks associated with the Company’s succession plans;

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the risks associated with, following the closing of the equity investment, being a “controlled company” as defined under applicable stock exchange rules, including that Mr. Jacobs will be able to influence the Company’s management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions;

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the risk that certain rules of the SEC may require that any registration statement the Company may file with the SEC be subject to SEC review and potential delay in its effectiveness, and that a registration statement must be filed and declared effective for any acquisition (including an all-cash acquisition), which would delay its consummation and could reduce the Company’s attractiveness as an acquirer for potential acquisition targets;

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the possibility that the Company could elect to rely on the “controlled company” exemption under applicable stock exchange rules and that the Company’s stockholders will not have the same protections afforded to stockholders of companies that are not “controlled companies,” including that a majority of the members of the board of directors of the Company may not need to be independent directors, that the Company’s nomination and corporate governance and compensation committees may not need to consist entirely of independent directors and that the compensation of the Chief Executive Officer may not need to be determined or recommended solely by an independent director;

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the possibility that the concentration of ownership by Mr. Jacobs may have the effect of delaying or preventing a change in control of the Company and might affect the market price of shares of the common stock of the Company;

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the possibility that the Company’s status as a “controlled company” could cause the common stock of the Company to be less attractive to certain investors;

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the risk that Mr. Jacobs’ past performance may not be representative of future results;

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the risk that the Company is unable to attract or retain world-class talent;

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the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material adverse effect on the Company’s business prospects, financial condition, results of operations or the price of the Company’s common stock;

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the risks that the Company may not be able to enter into agreements with acquisition targets on attractive terms, or at all, that agreed acquisitions may not be consummated, or, if consummated, that the anticipated benefits thereof may not be realized and that the Company encounter difficulties in integrating and operating such acquired companies, or that matters related to an acquired business (including operating results or liabilities or contingencies) may have a negative effect on the Company or its securities or ability to implement its business strategy, including that any such transaction may be dilutive or have other negative consequences to the Company and its value or the trading prices of its securities;

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risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Companyt and its business partners, and the loss of confidential information and other business disruptions;

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the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the Company’s existing stockholders;

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the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or seasonality or dependence on general economic conditions, including inflation or deflation, interest rates, consumer confidence, labor and supply shortages, weather and commodity prices;

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the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry;

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risks associated with potential litigation related to the transactions contemplated by the Investment Agreement or related to any possible subsequent financing transactions or acquisitions or investments;

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uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and

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other factors, including those set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, and subsequent Quarterly Reports on Form 10-Q.

Contact for JPE:

Media

Joe Checkler

joe.checkler@jpe.com

+1-732-674-4871

www.qxo.com

Contact for SilverSun Technologies:

Eric Kash

ericlkash@gmail.com

917-364-4600

Cover	May 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2024
Entity File Number	001-38063
Entity Registrant Name	SILVERSUN TECHNOLOGIES, INC.
Entity Central Index Key	0001236275
Entity Tax Identification Number	16-1633636
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	120 Eagle Rock Ave
Entity Address, City or Town	East Hanover
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07936
City Area Code	973
Local Phone Number	396-1720
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares (par value $0.00001 per share)
Trading Symbol	SSNT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false