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): December 27, 2021
EXELA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36788 | 47-1347291 | ||
|
(State or other jurisdiction of
|
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
2701 E. Grauwyler Rd. Irving, TX |
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 to 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)) |
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.
| ¨ | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 27, 2021, the Board of Directors (the “Board”) of Exela Technologies, Inc. (the “Company”) approved an amendment to the Company’s bylaws, updating the quorum requirements for meetings of the stockholders of the Company, such that holders of forty-five percent (45%) of the capital stock issued and outstanding and entitled to vote, shall constitute a quorum for the Company’s 2021 annual meeting of stockholders, and holders of thirty-five percent (35%) of the capital stock issued and outstanding and entitled to vote shall constitute a quorum for all meetings subsequent to the Company’s 2021 annual meeting of stockholders. The amendment also eliminated the requirement that a new record date be established for an adjournment of more than thirty days. A copy of this amendment is included as Exhibit 3.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.2 | Amendment to Bylaws of Exela Technologies, Inc. | |
| 104 | Interactive Data File (embedded within the Inline XBRL document). |
| - 2 - |
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: December 27, 2021
| EXELA TECHNOLOGIES, INC. | ||
| By: | /s/ Erik Mengwall | |
| Name: Erik Mengwall | ||
| Title: Secretary | ||
| - 3 - |
Exhibit 3.2
CERTIFICATE OF AMENDMENT NO. 2
TO
BYLAWS
OF EXELA TECHNOLOGIES, INC.
ONE: The Bylaws of Exela Technologies, Inc., a Delaware corporation (the “Corporation”) have been amended as follows:
Section 2.4 of the Company’s By-Laws is amended and restated as follows:
2.4 Quorum. The holders of (a) forty-five percent (45%) of the capital stock issued and outstanding and entitled to vote thereat present in person or represented by proxy, shall constitute a quorum for the transaction of business for the Company’s 2021 annual meeting of stockholders, and (b) thirty-five percent (35%) of the capital stock issued and outstanding and entitled to vote thereat present in person or represented by proxy, shall constitute a quorum for the transaction of business for all meetings of the Company’s stockholders subsequent to the Company’s 2021 annual meeting of stockholders, in each case except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.
TWO: The foregoing amendment has been duly adopted on or approximately on the date hereof in accordance with the applicable provisions of the Bylaws.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Bylaws as of the date written below.
| EXELA TECHNOLOGIES, INC. | ||
| By: | /s/ Erik Mengwall | |
| Name: Erik Mengwall | ||
| Title: Secretary | ||
| Date: December 27, 2021 | ||