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 619, 2024

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36788	47-1347291
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(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: (214) 740-6500


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~~(1)
6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share	XELAP	~~The Nasdaq Stock Market LLC~~(1)

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)

☐¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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.

☐(1) On IfNovember an6, ~~emerging growth company~~2024, ~~indicate~~the byNasdaq ~~check~~Stock ~~mark~~Market LLC if(“Nasdaq”) notified the ~~registrant~~Company ~~has~~that ~~elected~~Nasdaq ~~not~~had determined to ~~use~~delist the ~~extended~~Company’s ~~transition~~Common ~~period~~Stock ~~for~~and ~~complying~~that ~~with~~trading of ~~any~~the ~~new~~Company’s orsecurities ~~revised~~would ~~financial~~be ~~accounting~~suspended ~~standards~~at ~~provided~~the ~~pursuant~~open of trading on November 8, 2024. Nasdaq will file a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to ~~Section~~remove ~~13(~~the Company’s securities from listing on Nasdaq. As a) result of the delisting, ~~Exchange~~since ~~Act~~November 8, 2024, the Company’s Common Stock and Series B Cumulative Convertible Perpetual Preferred Stock have been traded on the over-the-counter market under the symbols “XELA” and “XELAP”, respectively.

Item 1.01 Entry into a Material Definitive Agreement.

On November 19 and 21, 2024, certain holders of the outstanding Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (each a “Holder,” collectively, the “Holders,” and such shares, the “Series A Preferred Stock”) of Exela Technologies, Inc. (the “Company”) exchanged 1,525,666 shares of Series A Preferred Stock for 21,385,694 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at an exchange price of $1.18 per share of Common Stock and valuing each share of Series A Preferred Stock at its accumulated liquidation preference (the “Exchange”), pursuant to a preferred stock exchange agreement, by and among the Company and the Holders (the “Exchange Agreement”). The Exchange Agreement also contains customary representations, warranties, and covenants of the Company and of each of the Holders.

The foregoing description of the terms of the Exchange Agreement is qualified in its entirety by the provisions of the Form of Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Since certain holders of the Series A Preferred Stock are or may be deemed to be affiliated with certain directors and executive officers of the Company, including Messrs. Par Chadha, Ronald Cogburn, James Reynolds, Matthew Brown and Suresh Yannamani, the Company’s Board of Directors formed a special committee of independent directors (the “Special Committee”) to consider and approve the Exchange. In determining that the Exchange was fair to, and in the best interest of, the Company and its shareholders, the Special Committee relied in part on the analysis of a reputable independent financial advisor, which was engaged by the Special Committee to provide an accurate valuation of the Series A Preferred Stock.

Following the closing of the Exchange the number of shares of Series A Preferred Stock outstanding decreased from 2,778,111 to 1,252,445 and the number of shares of Common Stock outstanding increased from the previously reported 6,365,363 to 27,751,057. Company’s capital stock consists of outstanding shares .

Item 3.02. Unregistered Sales of Equity Securities.

The description of the Exchange Agreement and the issuance of the shares of Common Stock thereunder set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The shares of Common Stock issued pursuant to the Exchange Agreement were issued solely to former holders of Series A Preferred Stock, upon exchange pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(a)(2) of the Securities Act. These exemptions are available to the Company because the shares of Common Stock were exchanged by the Company with a limited number of its existing security holders with no commission or other remunerations being paid or given for soliciting such an exchange.

Item 39.01 ~~Notice~~Financial ofStatements ~~Delisting~~and ~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Exhibits.

~~On November 6, 2024, the Nasdaq Stock Market LLC~~ (~~“Nasdaq”~~d) notified Exela Technologies, Inc. (the “Company”) that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the Company’s common stock and that trading of the Company’s securities will be suspended at the open of trading on November 8, 2024.Exhibits

As previously reported, on November 13, 2023, the Nasdaq Listing Qualifications Staff (the “Staff”) notified the Company that it was in violation of Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) because the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum requirement of $35 million for 30 consecutive business days and the Company failed to satisfy any of the alternative requirements set forth in Nasdaq Listing Rule 5550(b).

Exhibit No.		Description of Exhibit
10.1		Form of Exchange Agreement by and among the Company and the Holders listed as signatories thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL).

~~The Company appeared before the Panel on July~~ 2, 2024. At the hearing, the Company’s senior management and outside advisors outlined the Company’s compliance plan for the Panel, which included the Company’s plans to regain compliance with the requirements set forth in Nasdaq Listing Rule 5550(b). The Panel, after an extension period, granted the Company until November 1, 2024, to regain compliance. As of November 1, 2024, the Company had not regained compliance with the MVLS Rule or any other requirement set forth in Nasdaq Listing Rule 5550(b).

In connection with the Nasdaq delisting notice, Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the “SEC”) after applicable appeal periods have lapsed. In the interim, the Company’s common stock is expected to begin trading under its current trading symbol “XELA” on the OTC Markets system effective with the open of the markets on November 8, 2024. SIGNATURE

~~The~~Pursuant ~~Company~~to ~~has 15 days after~~ the ~~date it received notice~~ requirements of the ~~Panel’s~~Securities ~~decision~~Exchange ~~(which~~Act isof ~~November 22~~1934, ~~2024) to request in writing that~~ the ~~Nasdaq~~registrant ~~Listing~~has ~~and~~duly ~~Hearing~~caused ~~Review~~this ~~Council~~report ~~(the~~to ~~“Council”)~~be ~~review~~signed ~~the decision. In addition, the Council may,~~ on its ~~own~~behalf ~~motion,~~by ~~determine to review~~ the ~~Panel’s~~undersigned ~~decision~~hereunto duly ~~within 45 calendar days after the Company was notified of the decision~~authorized.

Dated: November 25, 2024

EXELA TECHNOLOGIES, INC. By: /s/ Zach Maul Name: Zach Maul Title: Secretary

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 7, 2024

EXELA TECHNOLOGIES, INC. By: /s/ Zach Maul Name: Zach Maul Title: Secretary

Filing Compare · Exela Technologies, Inc.