Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On
The foregoing description of the employment agreement does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the agreement, and is subject to and qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q, and will be incorporated herein in its entirety by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
Reverse Stock Split
On
As a result of the Reverse Split, every twenty (20) shares of the Company's
Common Stock issued and outstanding will be converted into one (1) share of
Common Stock. No fractional shares will be issued in connection with the Reverse
Split. Stockholders who would otherwise be entitled to a fractional share of
Common Stock will instead receive cash in lieu of fractional shares based on the
closing sales price of the Company's Common Stock as quoted on The Nasdaq
Capital Market on
The Reverse Split will not reduce the number of authorized shares of the Common Stock or preferred stock (the "Preferred Stock"), or change the par values of the Company's Common Stock or Preferred Stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares of Common Stock (except to the extent that the Reverse Split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding options, warrants, restricted stock units and similar securities entitling their holders to receive or purchase shares of the Company's Common Stock (including the conversion rate of the Preferred Stock) will be adjusted as a result of the Reverse Split, as required by the terms of each security.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
As a result of the Reverse Split, the number of issued and outstanding shares of Common Stock will be approximately 64.8 million shares.
On
Special Voting Stock Elimination
On
Preferred Stock Increase
OnJuly 25, 2022, the Company increased the authorized number of shares of each of Series B Cumulative Perpetual Preferred Stock and Tandem Preferred Stock of the Corporation, from 5,000,000 shares to 8,600,000.
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation ofExela Technologies, Inc. , effectiveJuly 25, 2022 3.2 Certificate of Elimination of Special Voting Preferred Stock ofExela Technologies, Inc. , effectiveJuly 25, 2022 3.3 Certificate of Increase of Authorized Number of Shares of Tandem Preferred Stock ofExela Technologies, Inc. , effectiveJuly 25, 2022 3.4 Certificate of Increase of Authorized Number of Shares of Series B Cumulative Convertible Perpetual Preferred Stock ofExela Technologies, Inc. , effectiveJuly 25, 2022 99.1 Press Release ofExela Technologies, Inc. , datedJuly 25, 2022 104 Cover Page Interactive Data File (embedded within the inline XBRL document) - 3 -
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