Merchandise 1.01 Entry into a Content Definitive Settlement
On
(the “Particular Voting Holder”), delivering that the Distinctive Voting Holder
ordered 1,000,000 shares of Particular Voting Stock from the Enterprise for an
mixture acquire price tag of
Voting Stock on the Reverse Stock Break up Proposal (as herein described). At the
Particular Conference, stockholders will be requested to approve the adoption of an
amendment to the Firm’s certification of incorporation (the “COI”) to outcome a
reverse break up of its exceptional widespread inventory at a ratio in the array of
1-for-100 to 1-for-200, to be identified at the discretion of the Company’s
board of administrators (the “Board of Administrators”) and publicly disclosed prior to
the performance of this kind of reverse inventory split, whereby every single excellent 100 to
200 shares would be reclassified and merged into 1 share of our widespread stock,
with the key intent of raising the cost of the Common Inventory in order to
meet up with The Nasdaq Money Current market listing need (the “Reverse Inventory Split
Proposal”).
The Special Voting Holder has agreed to vote for the Reverse Inventory Split
Proposal in the very same proportion as the votes forged on these proposal by the
holders of Popular Inventory and the Firm’s Tandem Chosen Stock (excluding
abstentions and, if applicable, broker non-votes). By way of case in point, if holders
of 40% in voting electricity of the superb shares of Frequent Inventory and Tandem
Desired Stock attend the meeting and, of that 40%, holders of 80% in voting
ability of the shares of Popular Stock and Tandem Most popular Inventory present vote in
favor of the Reverse Stock Split Proposal, and holders of 20% in voting electricity of
the shares of Popular Stock and Tandem Desired Inventory present vote from
Reverse Inventory Break up Proposal, then the Specific Voting Holder will result in 80% of
the voting ability of the excellent shares of Specific Voting Inventory to be voted
in favor of Reverse Inventory Split Proposal and 20% of the voting electric power of the
remarkable shares of Distinctive Voting Inventory to be voted against Reverse Stock
Break up Proposal.
The Business has additional agreed to redeem the shares of Unique Voting Stock on
the 1st organization working day pursuing the date on which the voting on the Reverse
Stock Split Proposal has concluded and the polls on the Reverse Stock Split
Proposal have shut for an mixture cost of
The foregoing description of the Voting Agreement does not purport to be
complete and is certified in its entirety by reference to the complete textual content of the
Voting Settlement, a copy of which is filed as Exhibit 10.1 to this Existing
Report on Sort 8-K and is included by reference.
Merchandise 5.03 Amendments to the Articles or blog posts of Incorporation or Bylaws Adjust in
Fiscal Calendar year
The facts integrated under the headings “Introductory Note” and Item 1.01
Entry into a Content Definitive Settlement in this present-day report on Type 8-K
are included herein by reference.
Desired Inventory Minimize
On
of Sequence B Cumulative Perpetual Preferred Inventory and Tandem Most popular Stock of
the Organization, from 8,600,000 shares to 8,100,000, in order to permit for a
ample quantity of shares of the Distinctive Voting Stock to be licensed.
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Unique Voting Inventory
On
Special Voting Stock with the Secretary of State of the
authorizing 1,000,000 shares of the Distinctive Voting Stock.
The foregoing descriptions do not purport to be finish and are capable in
their entirety by reference to the entire textual content of every of (1) the Certificate of
Lessen, a copy of which is submitted as Show 3.1 to this Existing Report on
Form 8-K, (2) the Certificate of Lower, a copy of which is filed as
Show 3.2 to this Current Report on Sort 8-K and (3) the Certification of
Designations for the Particular Voting Inventory, a copy of which is submitted as
Show 3.3 to this Existing Report on Variety 8-K each individual of which is integrated by
reference.
Merchandise 9.01 Fiscal Statements and Exhibits.
(d)
Show
No. Description
3.1 Certification of Lessen of Collection B Perpetual Convertible Most popular
Stock
3.2 Certification of Minimize of Tandem Most popular Inventory
3.3 Certificate of Designations, Preferences, Rights and Restrictions of
Distinctive Voting Most popular Inventory
10.1 Subscription, Voting and Redemption Agreement, dated as of March 7,
2023 , by and in between Exela Systems, Inc. and GP-HGM LLC
104 Protect Website page Interactive Details File (embedded in just the Inline XBRL
document)
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