QXO, Inc. Files 8-K: Material Agreements, Equity Sales, Control Changes

TL;DR

QXO filed an 8-K detailing material agreements, equity sales, and changes in control. Big moves happening.

AI Summary

QXO, Inc. filed an 8-K on June 6, 2024, reporting several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. The company also disclosed changes in control, departure/election of officers and directors, and amendments to its code of ethics.

Why It Matters

This 8-K filing indicates significant corporate actions at QXO, Inc., including potential changes in control and equity transactions, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, unregistered equity sales, and changes in control, which can introduce significant uncertainty and risk.

Key Players & Entities

• QXO, Inc. (company) — Registrant
• SilverSun Technologies, Inc. (company) — Former Company Name
• TREY RESOURCES INC (company) — Former Company Name
• TREY INDUSTRIES INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share QXO The NASDAQ Capital Ma
• $1,000,000,000 — ggregate investment by the Investors of $1,000,000,000 in cash in the Company (the " Equity In
• $0.001 — eferred Stock of the Company, par value $0.001 per share (the " Preferred Stock "), wh
• $4.566 — Stock at an initial conversion price of $4.566 per share, and (ii) warrants initially
• $6.849 — ck with respect to 50% of the Warrants, $6.849 per share of Common Stock with respect
• $13.698 — ith respect to 25% of the Warrants, and $13.698 per share of Common Stock with respect
• $1,000 — as an initial liquidation preference of $1,000 per share, for an aggregate initial liq
• $900,000,000 — 2 above, the Company issued to JPE, for $900,000,000 in cash, (i) 900,000 shares of Preferre
• $750,000 — ase salary at an initial annual rate of $750,000 and his target annual bonus will initia
• $5 Billion — ate Band Base Salary $ 1 Billion to $5 Billion $ 950,000 $ 5 Billion to $10 Billio
• $10 Billion — $5 Billion $ 950,000 $ 5 Billion to $10 Billion $ 1,150,000 $ 10 Billion to $20 Bil
• $20 Billion — Billion $ 1,150,000 $ 10 Billion to $20 Billion $ 1,250,000 $ 20 Billion to $30 Bil
• $30 Billion — Billion $ 1,250,000 $ 20 Billion to $30 Billion $ 1,500,000 Greater than $30 Billion

Filing Documents

• ea0207409-8k_qxoinc.htm (8-K) — 128KB
• ea020740901ex3-1_qxoinc.htm (EX-3.1) — 67KB
• ea020740901ex3-2_qxoinc.htm (EX-3.2) — 6KB
• ea020740901ex3-3_qxoinc.htm (EX-3.3) — 191KB
• ea020740901ex4-1_qxoinc.htm (EX-4.1) — 113KB
• ea020740901ex4-2_qxoinc.htm (EX-4.2) — 97KB
• ea020740901ex4-3_qxoinc.htm (EX-4.3) — 123KB
• ea020740901ex4-4_qxoinc.htm (EX-4.4) — 99KB
• ea020740901ex10-1_qxoinc.htm (EX-10.1) — 83KB
• ea020740901ex10-2_qxoinc.htm (EX-10.2) — 200KB
• ea020740901ex10-3_qxoinc.htm (EX-10.3) — 225KB
• ea020740901ex10-4_qxoinc.htm (EX-10.4) — 12KB
• ea020740901ex14-1_qxoinc.htm (EX-14.1) — 131KB
• ea020740901ex99-1_qxoinc.htm (EX-99.1) — 28KB
• ea020740901ex99-2_qxoinc.htm (EX-99.2) — 42KB
• ex10-4_001.jpg (GRAPHIC) — 2KB
• ex14-1_001.jpg (GRAPHIC) — 13KB
• ex14-1_002.jpg (GRAPHIC) — 4KB
• ex14-1_003.jpg (GRAPHIC) — 13KB
• 0001213900-24-050403.txt ( ) — 2099KB
• ssnt-20240606.xsd (EX-101.SCH) — 3KB
• ssnt-20240606_lab.xml (EX-101.LAB) — 34KB
• ssnt-20240606_pre.xml (EX-101.PRE) — 22KB
• ea0207409-8k_qxoinc_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement . Stockholders' Agreement On June 6, 2024, as contemplated by the Investment Agreement, the Company entered into a stockholders' agreement (the " Stockholders' Agreement "), among the Company, JPE and the Other Investors, pursuant to which, among other things, each Other Investor agreed with the Company that such Other Investor will not, and will cause its affiliates not to, transfer all or any portion of the securities of the Company beneficially owned by such person until June 6, 2029, subject to certain exceptions provided in the Stockholders' Agreement, including exceptions in the event JPE transfers any of its Securities (as defined below) or shares of Common Stock issuable upon conversion of the Preferred Stock or upon exercise of the Warrants. Each Other Investor also agreed with the Company that such Other Investor will (a) appear in person or by proxy at any meeting of the Company's stockholders and (b) vote, or cause to be voted, or execute written consents with respect to, as applicable, all voting securities of the Company that it beneficially owns (i) in favor of the election of each candidate designated or nominated for election by JPE, (ii) in favor of removal of each person designated for removal by JPE and (iii) except with respect to matters that would adversely affect such Other Investor in a manner disproportionate to any other Investor, in accordance with JPE's written direction with respect to any other matter presented at such meeting of the Company's stockholders. The foregoing description of the Stockholders' Agreement is not complete and is qualified in its entirety by reference to the complete text of the Stockholders' Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Registration Rights Agreement On June 6, 2024, as contemplated by the Investment Agreement, the Company entered into a Registration Rights Agreement (the " Regis

02. Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities . On June 6, 2024, pursuant to the Investment Agreement and after the effective time of the Reverse Stock Split, the Company issued to the Investors, for $1,000,000,000 in cash: (i) an aggregate of 1,000,000 shares of Convertible Perpetual Preferred Stock of the Company, par value $0.001 per share (the " Preferred Stock "), which are initially convertible into an aggregate of 219,007,375 shares of Common Stock at an initial conversion price of $4.566 per share, and (ii) warrants initially exercisable for an aggregate of 219,007,375 shares of Common Stock (the " Warrants ," and together with the Preferred Stock, the " Securities "). The Warrants have an exercise price of $4.566 per share of Common Stock with respect to 50% of the Warrants, $6.849 per share of Common Stock with respect to 25% of the Warrants, and $13.698 per share of Common Stock with respect to the remaining 25% of the Warrants. The Securities are subject to customary anti-dilution adjustments. The Preferred Stock The Preferred Stock has an initial liquidation preference of $1,000 per share, for an aggregate initial liquidation preference of $1,000,000,000. The Preferred Stock is convertible at any time, in whole or in part and from time to time, at the option of the holder thereof into a number of shares of Common Stock equal to the then-applicable liquidation preference divided by the conversion price, which initially is $4.566 per share of Common Stock (subject to customary anti-dilution adjustments). Shares of Preferred Stock are initially convertible into an aggregate of 219,007,375 shares of Common Stock (after giving effect to the Reverse Stock Split). The Preferred Stock will pay quarterly cash dividends equal to the greater of (i) the "as-converted" dividends on the underlying Common Stock for the relevant quarter and (ii) 9% of the then-applicable liquidation preference per annum. Accrued and unpaid dividends for any quarter will accret

03. Material Modifications to Rights

Item 3.03. Material Modifications to Rights of Security Holders . The information described above under Item 3.02 and below under Item 5.03 below is incorporated by reference herein.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant . On June 6, 2024 and after the effective time of the Reverse Stock Split, as part of the Equity Investment described in Item 3.02 above, the Company issued to JPE, for $900,000,000 in cash, (i) 900,000 shares of Preferred Stock, which are initially convertible into an aggregate of 197,106,637 shares of Common Stock, and (ii) 197,106,637 Warrants initially exercisable for an aggregate of 197,106,637 shares of Common Stock (with an exercise price of $4.566 per share of Common Stock with respect to 50% of the Warrants, $6.849 per share of Common Stock with respect to 25% of the Warrants, and $13.698 per share of Common Stock with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments), which resulted in a change of control of the Company. After the effective time of the Reverse Stock Split but prior to the Equity Investment, there were 664,284 shares of Common Stock issued and outstanding. Based upon 664,284 shares of Common Stock outstanding immediately after consummation of Reverse Stock Split, JPE has acquired in the aggregate approximately 89.73% of the total voting power of the Company's capital stock before giving effect to the exercise of Warrants, and approximately 89.86% of the total voting power of the Company's capital stock after giving effect to the exercise of all of the Warrants. JPE used cash on hand of JPE to fund the purchase price for these shares of Preferred Stock and Warrants. Pursuant to the A&R Charter (as defined below), JPE is entitled to designate persons to the board of directors of the Company (the " Board "), in connection with each meeting of stockholders at which directors are to be elected (i) all of the members of the Board, for so long as the Investors collectively own or control (together with their affiliates) Preferred Stock, shares of Common Stock or other voting securities, or Warrants exercisable for such securities, representing,

01, Item 3.02 and Item 5.02 is incorporated by reference herein

Item 1.01, Item 3.02 and Item 5.02 is incorporated by reference herein.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Departure of Directors Effective as of the closing of the Equity Investment, in accordance with the terms of the Investment Agreement, Mark Meller, Kenneth Edwards, Stanley Wunderlich and John Schachtel resigned from the Board and each of the committees of the Board. Messrs. Edwards, Wunderlich and Schachtel resigned as members of the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board, effective as of the closing of the Equity Investment. Messrs. Wunderlich and Schachtel resigned as members of the Compensation Committee of the Board, effective as of the closing of the Equity Investment. Messrs. Meller's, Edwards's, Wunderlich's and Schachtel's decision to resign from the Board was not the result of any disagreement relating to the Company's operations, policies or practices. The Company thanks Messrs. Meller, Edwards, Wunderlich and Schachtel for their commitment and service to the Company. -3- Increase in Size of the Board; Appointment of New Directors In accordance with the terms of the Investment Agreement and the A&R Charter, effective as of the closing of the Equity Investment, the size of the Board was increased from four to six members. In accordance with the A&R Charter, JPE has the right to designate all directors on the Board following the closing of the Equity Investment. Accordingly, the Board appointed each of the JPE designees as directors of the Company, effective immediately following the closing of the Equity Investment: Brad Jacobs, Jason Aiken, Marlene Colucci, Mario Harik, Mary Kissel and Allison Landry. In accordance with the terms of the Investment Agreement and the A&R Charter, Mr. Jacobs was elected as the Chairman of the Board effective upon the closing of the Equity Investment. The following biographical information is provided fo

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