DEFA14A

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): May 2, 2023

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36788	47-1347291
(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: (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
6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share	XELAP	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)

x 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 8.01 Other Events

On May 3, 2023, Exela Technologies, Inc. (the “Company”) issued a press release encouraging its stockholders to vote at the upcoming Special Meeting of Stockholders scheduled to be held on May 4, 2023. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

On May 2 and 3, 2023, the Company issued social media posts in connection with its special meeting of shareholders with the following text:

Facebook and LinkedIn

We need your yes vote! We can't stay on NASDAQ without your support, and there are many more positives to staying listed than being delisted. For many shareholders, they would have received an email from proxyvote.com. If you need any assistance voting please contact XELA@info.morrowsodali.com or your broker directly.

Twitter

We need your yes vote! We can't stay on NASDAQ without your support, and there are many more positives to staying listed than being delisted. If you need any assistance voting please contact XELA@info.morrowsodali.com or your broker directly. 

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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: May 3, 2023

EXELA TECHNOLOGIES, INC.
By:	/s/ Erik Mengwall
	Name: Erik Mengwall
	Title: Secretary

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EX-99.1

Exhibit 99.1

Source: Exela Technologies, Inc.
May 03, 2023 10:17 ET

Exela Technologies Urges Stockholders to Vote "FOR" Proposal 1

· The Exela Special Meeting of Stockholders is scheduled for Thursday, May 4, 2023 and voting is open.

· Proposal 1 will facilitate continued listing on The Nasdaq Capital Market.

IRVING, Texas, May 03, 2023 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or “the Company”) (NASDAQ: XELA, XELAP), a leader in business processing automation, is reminding our shareholders to vote TODAY FOR Proposal 1, an amendment to effect a reverse stock split.

Why? Exela is better served by all of our constituents to remain on Nasdaq for continuity. Due to our broad and global investor global base, it is critical that stockholders vote, no matter how many shares they own.

Can I change my vote? Yes, investors who may have voted Against or Abstain the proposal can change their vote to FOR.

How? Stockholders can vote by following the easy instructions on the proxy card.  Proxy information is here: https://www.sec.gov/Archives/edgar/data/1620179/000110465923035255/tm232081-3_defr14a.htm

If you hold shares at Robinhood, look for an alert in your Robinhood app or online. For most other shareholders look for an email from proxyvote.com.

Exela stockholders who need assistance in voting their shares may contact Exela’s proxy solicitor, Morrow Sodali LLC by calling (800) 662-5200 or (international collect) +1 (203) 658-9400 or via email: XELA@info.morrowsodali.com.

For more Exela news, commentary, and industry perspectives, visit: https://investors.exelatech.com/

And please follow us on social:

Twitter: https://twitter.com/exelatech

LinkedIn: https://www.linkedin.com/company/exela-technologies

Facebook: https://www.facebook.com/exelatechnologies/

Instagram: https://www.instagram.com/exelatechnologies

The information posted on the Company's website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in the Company should monitor the Company's website and its social media accounts in addition to the Company's press releases, SEC filings and public conference calls and webcasts.

About Exela Technologies

Exela is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions that improve efficiency, quality, and productivity. With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune^® 100. With foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry solution suites addressing finance & accounting, human capital management, facilities optimization, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Exela is a leader in workflow automation, attended and unattended cognitive automation, digital mailrooms, print communications, and payment processing, with deployments across the globe. Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 16,000 employees operating in 21 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.

Forward-Looking Statements

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "may", "should", "would", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "seem", "seek", "continue", "future", "will", "expect", "outlook" or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, estimated or anticipated future results and benefits, future opportunities for Exela, and other statements that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties, including without limitation those discussed under the heading "Risk Factors" in Exela's Annual Report and other securities filings. In addition, forward-looking statements provide Exela's expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela's assessments to change. These forward-looking statements should not be relied upon as representing Exela's assessments as of any date subsequent to the date of this press release.

Investor and/or Media Contacts:

Vincent Kondaveeti
E: vincent.kondaveeti@exelatech.com

Mary Beth Benjamin
E: IR@exelatech.com