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

TL;DR

QXO filed an 8-K detailing new deals, stock sales, and exec changes. Watch closely.

AI Summary

QXO, Inc. filed an 8-K on July 22, 2024, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by QXO, Inc., including new agreements and potential equity dilution, which could impact its financial structure and leadership.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers, which can introduce uncertainty and potential dilution.

Key Players & Entities

• QXO, Inc. (company) — Registrant
• July 22, 2024 (date) — Date of earliest event reported
• 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 — 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. The aggregate gross proceeds
• $620 m — cement are expected to be approximately $620 million, before deducting placement agent

Filing Documents

• tm2419875d1_8k.htm (8-K) — 49KB
• tm2419875d1_ex10-1.htm (EX-10.1) — 131KB
• tm2419875d1_ex99-1.htm (EX-99.1) — 28KB
• 0001104659-24-081341.txt ( ) — 420KB
• qxo-20240722.xsd (EX-101.SCH) — 3KB
• qxo-20240722_lab.xml (EX-101.LAB) — 33KB
• qxo-20240722_pre.xml (EX-101.PRE) — 22KB
• tm2419875d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On July 22, 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 67,833,699 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. The aggregate gross proceeds from the Private Placement are expected to be approximately $620 million, before deducting placement agent fees and offering expenses. The Private Placement is expected to close on July 25, 2024. Following the closing of the Private Placement, QXO will have approximately 409.4 million outstanding shares of Common Stock. On a fully diluted basis, following the closing and giving effect to the conversion of the Company's 1.0 million outstanding shares of preferred stock and the exercise of the 219.0 million outstanding warrants issued with its preferred stock (assuming cash exercise), as well as the exercise of the 42.0 million pre-funded warrants issued in the prior private placement financing, the Company would have approximately 889.4 million outstanding shares of Common Stock (or approximately 739.0 million outstanding shares of Common Stock assuming the exercise on a cashless basis of the warrants issued with the preferred stock at an assumed stock price equal to the price per share in the Private Placement). The Purchase Agreements contain customary representations, warranties and agreements by the Company and the Investors, indemnification obligations of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and other obligations of the parties. In addition, the Purchase Agreements provide certain registration rights, pur

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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 22, 2024, the board of directors of the Company (the "Board") increased the size of the Board from six to seven members and appointed Jared C. Kushner to the Board, effective the same day. Mr. Kushner, 43, founded Affinity Partners, an investment firm, in 2021. Previously, he served as a senior advisor to the President of the United States and director of the Office of American Innovation. 2

01 Other Events

Item 8.01 Other Events. On July 22, 2024, the Company issued a press release announcing the Private Placement and the closing of the Company's previously announced private placement financing, 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 of the closing of the Private Placement , are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements 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,"

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 available to the Company on acceptable terms or at all; the effect that the consummation of the Private Placement may have on the Company and its current or future business or on the price of the Company's common stock; the possibility that an active, liquid trading market for the Company's common stock may not develop or, if developed, may not be sustained; the possibility that the Company's outstanding warrants and preferred stock may or may not be converted or exercised, and the economic impact on the Company and the holders of c

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. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Purchase Agreement, dated as of July 22, 2024, by and between the Company and the Investor signatory thereto. 99.1 Press Release, dated July 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5

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: July 22, 2024 QXO, INC. By: /s/ Christopher Signorello Name: Christopher Signorello Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR