Exela creates special voting stock to secure reverse split approval for Nasdaq compliance

Exela Technologies, Inc.

Created 1M Special Voting Stock shares (75,000 votes each) issued to GP-HGM LLC for $100.
Special Voting Stock voted proportionally to common and tandem preferred on reverse split (1:100-1:200).
Reverse split needed to meet Nasdaq $1.00 minimum bid price; delisting risk exists.
Shares to be redeemed for $100 on first business day after vote conclusion.
Series B and Tandem Preferred authorized shares reduced from 8.6M to 8.1M to accommodate.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Exela Technologies, Inc.: Stockholders will vote on a proposed amendment to the certificate of incorporation to effect a reverse stock split at a ratio between 1-for-100 and 1-for-200 (effective 2023-03-13).

Change: charter amendment
Effective: 2023-03-13

Exact text from the filing

At the Special Meeting, stockholders will be asked to approve the adoption of an amendment to the Company’s certificate of incorporation (the “COI”) to effect a reverse split of its outstanding common stock at a ratio in the range of 1-for-100 to 1-for-200, to be determined at the discretion of the Company’s board of directors

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Exela Technologies, Inc. entered into Voting Agreement with GP-HGM LLC (effective 2023-03-07).

Action: entry
Counterparty: GP-HGM LLC
Effective: 2023-03-07

Exact text from the filing

On March 7, 2023, the Company entered into the Voting Agreement with GP-HGM LLC (the “Special Voting Holder”), providing that the Special Voting Holder purchased 1,000,000 shares of Special Voting Stock from the Company for an aggregate purchase price of $100

View on SEC.gov

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Source: SEC EDGAR

accession 0001104659-23-031828

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