Current Report Filing (8-k)
March 16 2021 - 8:37AM
Edgar (US Regulatory)
0001620179
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0001620179
2021-03-16
2021-03-16
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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): March 16, 2021
EXELA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-36788
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47-1347291
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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2701 E. Grauwyler Rd.
Irving, TX
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75061
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(Address of principal executive offices)
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(Zip Code)
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Company’s telephone number, including area code: (844) 935-2832
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, Par Value $0.0001 per share
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XELA
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The Nasdaq Stock Market LLC
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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¨
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Emerging growth company
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¨
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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.
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Item 2.02
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Results of Operation and Financial Condition
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On March 16, 2021,
Exela Technologies, Inc. (the “Company”) issued a press release providing certain preliminary, unaudited estimates
of the Company’s financial performance for the quarter ended December 31, 2020. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.
The information set
forth in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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On March 16, 2021,
the Company posted a corporate overview and financial update to its website, which presentation includes certain unaudited operating
results for the year ended December 31, 2020 (the “Presentation”). The Company is furnishing the Presentation as Exhibit
99.2 hereto. The Company is also making available a savings program update slide (the “Slide”) and is furnishing the
Slide as Exhibit 99.3 hereto.
The Presentation and
Slide are based solely on information available to the Company as of March 16, 2021. The economic environment in which the Company
and its subsidiaries are operating has been subject to rapid and dramatic changes as a result of the COVID-19 pandemic and there
is an even higher degree of uncertainty surrounding forecasts than would be the case in a normal operating environment. Therefore,
it is possible that actual performance and results will differ from the forecasts contained in the Presentation and Slide and such
differences may be material. Any financial projections or forecasts included in the Presentation and Slide were not prepared with
a view toward public disclosure or compliance with the published guidelines of the U.S. Securities and Exchange Commission. The
Presentation does not purport to present the Company’s financial condition in accordance with accounting principles generally
accepted in the United States. The Company’s independent auditors have not examined or otherwise applied procedures to the
Presentation or Slide and, accordingly, do not express an opinion or any other form of assurance with respect to the Presentation
or any projections contained therein. The inclusion of the Presentation and Slide herein should not be regarded as an indication
that the Company or its representatives consider the forecasts or projections contained therein to be a reliable prediction of
future events, and such forecasts and projections should not be relied upon as such.
The information contained
in Item 2.02, Item 7.01 and Exhibits 99.1, 99.2 and 99.3 of this Current Report shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated
by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set
forth by specific reference in such filing.
Cautionary
Statement Concerning Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of federal securities laws. Words
such as “expect” and “intend” and similar expressions identify forward-looking statements, which include
but are not limited to statements related to our liquidity and potential financing sources. We caution you that these statements
are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to
accurately predict or assess, including those in our risk factors that we identify in our most recent annual report on Form 10-K
for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on June 15, 2020, and any updates thereto
in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you not to place undue reliance
on our forward-looking statements, which speak only as of their date, and we undertake no obligation to update this information.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: March 16, 2021
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EXELA TECHNOLOGIES, INC.
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By:
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/s/ Erik L. Mengwall
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Name: Erik L. Mengwall
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Title: Secretary
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