Item 8.01 Other Events

On May 23, 2022, Exela Technologies, Inc., a Delaware corporation (the "Company"), launched 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 $250,000,000 (the "Shares"). The Shares will be sold pursuant to the At Market Issuance Sales Agreement, dated September 30, 2021 (the "Sales Agreement"), between the Company and B. Riley Securities, Inc., Cantor Fitzgerald & Co., Mizuho Securities USA LLC and Needham & Company, LLC (each, an "Agent" and, together, the "Agents").

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, as amended. 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. 333-263909) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on March 28, 2022 and declared effective on May 10, 2022, as supplemented by the prospectus supplement, dated May 23, 2022, as filed with the SEC on May 23, 2022. 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 incorporated by reference to the Current Report on Form 8-K filed by the Company with the SEC on September 30, 2021 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 9.01 Financial Statements and Exhibits.





 (d) Exhibits



Exhibit
Number                                 Description
  1.1        At Market Issuance Sales Agreement, dated September 30, 2021, by and
           among Exela Technologies, Inc. and B. Riley Securities, Inc., BNP
           Paribas Securities Corp., Cantor Fitzgerald & Co., Mizuho Securities
           USA LLC and Needham & Company, LLC (incorporated by reference to the
           Current Report on Form 8-K filed by Exela Technologies, Inc. with the
           SEC on September 30, 2021).

  5.1        Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

  23.1       Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
           Exhibit 5.1).

  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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