false
0001620179
0001620179
2023-11-13
2023-11-13
0001620179
us-gaap:CommonStockMember
2023-11-13
2023-11-13
0001620179
xela:SixPercentSeriesBCumulativeConvertiblePerpetualPreferredStockParValueDollar0.0001PerShareMember
2023-11-13
2023-11-13
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): November 13, 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 East Grauwyler Road
Irving, Texas |
|
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 |
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 |
| 6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share |
XELAP |
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 3.01 Notice of Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Additional Delinquency Notice
As previously disclosed in the Current Reports on Form 8-K filed
with the Securities and Exchange Commission (the “Commission”) on August 14, 2023 by Exela Technologies, Inc.
(the “Company”), on August 11, 2023, the Company received a notification letter from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s
continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reports Rule”) as a result
of its failure to timely file its Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2023 (the “First
Form 10-Q”).
On November 13, 2023, the Company received a notice (the “Additional
Delinquency Notice”) from Nasdaq indicating that, as a result of an additional delinquency in the timely filing of the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Second Form 10-Q”), as well
as not having timely filed the First Form 10-Q (together with the Second Form 10-Q, the “Periodic Reports”),
the Company remains out of compliance with the Period Reports Rule which requires timely filing of all required periodic financial
reports with the Commission.
As a result of this additional delinquency (i) any additional
exceptions from Nasdaq to allow the Company to regain compliance with the Periodic Reports, will be limited to a maximum of 180 calendar
days from the due date of the First Form 10-Q, or February 5, 2024, and (ii) the Company must submit an update to its original
plan to regain compliance with respect to the Periodic Reports Rule, including the Company’s plans to file the Second Form 10-Q,
by no later than November 27, 2023. There can be no assurance that Nasdaq will accept the Company’s updated plan to regain
compliance or that the Company will be successful in implementing its plan to regain compliance with the Periodic Reports Rule, by filing
all the Periodic Reports with the Commission, on or before February 5, 2024. The Company anticipates filing the First Form 10-Q
on or before November 27, 2023, and intends to file the Second Form 10-Q as soon as reasonably practicable.
The Additional Delinquency Notice has no immediate impact on the listing
or trading of the Company’s securities on the Nasdaq exchange. If the Company fails to timely regain compliance with the Periodic
Reports Rule, the securities of the Company may be subject to delisting from Nasdaq. If the Company fails to file the Periodic Reports
with the Commission by February 5, 2024, Nasdaq will provide a written notification to the Company that its securities will be delisted.
At that time, the Company may appeal the Nasdaq staff’s determination to a Hearings Panel under Nasdaq Listing Rule 5815.
MVLS Notice
On November 13, 2023, the Company also received an anticipated
notice (the “MVLS Notice”) from Nasdaq notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) (the
“MVLS Rule”) because, for the last 30 consecutive business days, the Company’s Market Value of Listed Securities
(“MVLS”) was below the minimum requirement of $35 million. In the MVLS Notice, Nasdaq indicated that the Company has
180 calendar days from the date of the MVLS Notice (or until May 13, 2024) to regain compliance with the MVLS Rule. The Company will
regain compliance if at any time before May 13, 2024, the Company’s MVLS closes at or above $35 million for a minimum of ten
consecutive business days.
The MVLS Notice has no immediate impact on the listing or trading of
the Company’s securities on the Nasdaq exchange. If the Company fails to timely regain compliance with the MVLS Rule, the securities
of the Company may be subject to delisting from Nasdaq. If the Company fails to satisfy the MVLS Rule by May 13, 2024, Nasdaq
will provide a written notification to the Company that its securities will be delisted. At that time, the Company may appeal the Nasdaq
staff’s determination to a Hearings Panel under Nasdaq Listing Rule 5815.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on November 17,
2023 disclosing the Company’s receipt of the Additional Delinquency Notice. A copy of that press release is attached as Exhibit 99.1
hereto and incorporated by reference herein.
The information furnished in this Item 7.01, including the attached
exhibit, shall not be deemed “filed” for 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
into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Cautionary Information Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K
are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”,
“plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”,
“outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our
industry, future events, estimated or anticipated future results and benefits, future opportunities for Exela, and other statements
that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions
of actual performance. These statements are subject to a number of risks and uncertainties, including without limitation those discussed
under the heading “Risk Factors” in Exela's Annual Report and other securities filings. In addition, forward-looking
statements provide Exela's expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates
that subsequent events and developments will cause Exela's assessments to change. These forward-looking statements should not
be relied upon as representing Exela's assessments as of any date subsequent to the date of this Current Report on Form 8-K.
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: November 17, 2023
| |
EXELA TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/ Laura Weinblum |
| |
|
Laura Weinblum |
| |
|
Acting Secretary |
Exhibit 99.1
Exela Technologies, Inc.
Receives Expected Nasdaq Notice Regarding Late Form 10-Q Filing
IRVING, Texas, November 17, 2023 - Exela Technologies, Inc.
(“Exela” or the “Company”) (NASDAQ: XELA, XELAP), a leader in business process automation, announced today that
on November 13, 2023, as expected, it received a delinquency notification letter from the Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company is not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the
“Rule”) because the Company did not timely file its Quarterly Report on Form 10-Q for the three months ended September 30,
2023 (the “Third Quarter 10-Q”). The notification letter has no immediate effect on the listing or trading of the Company’s
common stock on the Nasdaq Capital Market.
As previously reported by the Company in its Notification of Late Filing
on Form 12b-25, filed with the Securities and Exchange Commission on November 13, 2023, the Company was unable to timely file
the Third Quarter 10-Q without unreasonable effort or expense by the prescribed due date for such filing.
As previously disclosed, following the Company’s failure to file
its Quarterly Report on Form 10-Q for the three months ended June 30, 2023 (the “Second Quarter 10-Q” and, together
with the Third Quarter 10-Q, the “Delinquent Reports”), the Company submitted a plan to regain compliance with the Rule (the
“Compliance Plan”). As a result of this additional delinquency, Nasdaq granted an exception for the Company to submit an update
to the Compliance Plan on or before November 27, 2023, including the Company’s plans to file the Third Quarter Form 10-Q.
Any additional exceptions from Nasdaq to allow the Company to regain compliance with the Delinquent Reports will be limited to a maximum
of 180 calendar days from the due date of the Second Quarter 10-Q, or February 5, 2024. The Company anticipates filing the Second
Quarter 10-Q on or before November 27, 2023, and intends to file Third Quarter 10-Q as soon as reasonably practicable.
About Exela
Exela is a business process automation (BPA) leader, leveraging
a global footprint and proprietary technology to provide digital transformation solutions that improve efficiency, quality, and productivity.
With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers
throughout 50 countries, including over 60% of the Fortune® 100. With foundational technologies spanning information
management, workflow automation, and integrated communications, Exela’s software and services include multi-industry solution suites
addressing finance & accounting, human capital management, facilities optimization, and legal management, as well as industry-specific
solutions for banking, healthcare, insurance, and the public sector. Exela is a leader in workflow automation, attended and
unattended cognitive automation, digital mailrooms, print communications, and payment processing, with deployments across the globe. Through
cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 15,500 employees operating in 21 countries, Exela rapidly
deploys integrated technology and operations as an end-to-end digital journey partner.
Forward-Looking Statements
Certain statements included in this press release are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act
of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”,
“plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”,
“outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our
industry, future events, estimated or anticipated future results and benefits, future opportunities for Exela, and other statements
that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions
of actual performance. These statements are subject to a number of risks and uncertainties, including without limitation those discussed
under the heading “Risk Factors” in Exela's Annual Report and other securities filings. In addition, forward-looking
statements provide Exela's expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates
that subsequent events and developments will cause Exela's assessments to change. These forward-looking statements should not
be relied upon as representing Exela's assessments as of any date subsequent to the date of this press release.
Investor and/or Media Contacts:
Vincent Kondaveeti
E: vincent.kondaveeti@exelatech.com
Mary Beth Benjamin
E: IR@exelatech.com
Source: Exela Technologies, Inc.
v3.23.3
Cover
|
Nov. 13, 2023 |
| Document Information [Line Items] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Nov. 13, 2023
|
| 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 East Grauwyler Road
|
| Entity Address, City or Town |
Irving
|
| Entity Address, State or Province |
TX
|
| Entity Address, Postal Zip Code |
75061
|
| City Area Code |
844
|
| Local Phone Number |
935-2832
|
| Written Communications |
false
|
| 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
|
| 6% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share[Member] |
|
| Document Information [Line Items] |
|
| Title of 12(b) Security |
6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share
|
| Trading Symbol |
XELAP
|
| Security Exchange Name |
NASDAQ
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=xela_SixPercentSeriesBCumulativeConvertiblePerpetualPreferredStockParValueDollar0.0001PerShareMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Exela Technologies (NASDAQ:XELA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Exela Technologies (NASDAQ:XELA)
Historical Stock Chart
From Apr 2023 to Apr 2024
