QXO, Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

QXO just signed a big deal and sold some stock. Keep an eye on this.

AI Summary

On June 13, 2024, QXO, Inc. entered into a material definitive agreement related to its business operations. The filing also disclosed unregistered sales of equity securities and other events impacting the company. QXO, Inc. was formerly known as SilverSun Technologies, Inc. and TREY RESOURCES INC.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity sales, which could impact QXO, Inc.'s financial structure and future business direction.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• QXO, Inc. (company) — Registrant
• SilverSun Technologies, Inc. (company) — Former Company Name
• TREY RESOURCES INC (company) — Former Company Name
• June 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — h registered Common stock, par value $0.00001 per share QXO The Nasdaq Capital Ma
• $9.14 — "Common Stock"), at a purchase price of $9.14 per share and pre-funded warrants (the
• $9.13999 — arrant Shares"), at a purchase price of $9.13999 per warrant. The aggregate gross procee
• $3.5 b — cement are expected to be approximately $3.5 billion, before deducting placement agent

Filing Documents

• tm2417260d1_8k.htm (8-K) — 48KB
• tm2417260d1_ex4-1.htm (EX-4.1) — 88KB
• tm2417260d1_ex10-1.htm (EX-10.1) — 124KB
• tm2417260d1_ex99-1.htm (EX-99.1) — 27KB
• 0001104659-24-071429.txt ( ) — 520KB
• ssnt-20240613.xsd (EX-101.SCH) — 3KB
• ssnt-20240613_lab.xml (EX-101.LAB) — 33KB
• ssnt-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417260d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024, QXO, Inc. (the "Company") entered into purchase agreements (together, the "Purchase Agreements") with certain institutional and accredited investors named therein (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Private Placement") an aggregate of 340,932,212 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock"), at a purchase price of $9.14 per share and pre-funded warrants (the "Warrants") to purchase 42,000,000 shares of Common Stock (the "Warrant Shares"), at a purchase price of $9.13999 per warrant. The aggregate gross proceeds from the Private Placement are expected to be approximately $3.5 billion, before deducting placement agent fees and offering expenses. The Warrants will be exercisable at any time after the date of issuance at an exercise price of $0.00001 per share. A holder of Warrants may not exercise the Warrants if the holder, together with its affiliates and any other person whose beneficial ownership would be aggregated with such holder, would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Warrants may increase or decrease this percentage by providing at least 61 days' prior notice to the Company. On June 13, 2024, the Company obtained written consent from its shareholders approving the Private Placement and will file with the Securities and Exchange Commission (the "SEC") and mail to its shareholders an information statement with respect to the written consent. The Private Placement is expected to close early in the third quarter of 2024. Following the closing of the Private Placement, QXO will have approximately 341.6 million outstanding shares of Common Stock. On a fully diluted basis, following the closing and giving effect to the conversion of the Comp

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. See the description set out under Item 1.01 above, which is incorporated by reference into this Item 3.02.

01 Other Events

Item 8.01 Other Events. On June 13, 2024, the Company issued a press release announcing the Private Placement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, the expected timing of the closing of the Private Placement or the filing of the information are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should," "expect," "opportunity," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "target," "goal," or "continue," or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: risks associated with potential significant volatility and fluctuations in the market price of the Company's common stock; risks associated with the Company's relatively low public float, which may result in its common stock experiencing significant price volatility; risks associated with raising additional equity or debt capital from public or private markets to pursue the Company's business plan following the closing of the Private Placement, including potentially one or more additional private placements of common stock, and the effects that raising such capital may have on the Company and its business, including the risk of substantial dilution or that the Company's common stock may experience a substantial decline in trading price; the possibility that additional future financings may not be av

Forward-looking statements herein speak only as

Forward-looking statements herein speak only as of the date each statement is made. The Company undertakes no obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 10.1 Form of Purchase Agreement, dated as of June 13, 2024, by and between the Company and the Investor signatory thereto. 99.1 Press Release, dated June 13, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. Date: June 14, 2024 QXO, Inc. By: /s/ Christopher Signorello Christopher Signorello Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR