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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Entry into a Material Definitive Agreement. On March 6, 2026, XBP Americas, LLC (the “Borrower”), the guarantors party thereto, MidCap Funding IV Trust, as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”) entered into a Limited Waiver and Third Amendment (the “Third Amendment”) to that certain Credit and Security Agreement, dated as of July 29, 2025 (the “ABL Credit Agreement”). The ABL Credit Agreement was previously amended by the First Amendment dated Decem…
Other Events. As previously disclosed, on September 16, 2025, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the minimum bid price for the Company’s listed securities was less than $1 for the previous 30 consecutive business days. The Company had a period of 180 calendar days…
Other Events. The information set forth under Items 3.03 and 5.03 above and in the press release filed as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E o…
Material Modification to Rights of Security Holders. On December 1, 2025, the Board of Directors of XBP Global Holdings, Inc. (the “Company”) approved a 1-for-10 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 5:00 p.m. Eastern Time on December 12 2025. The Company’s common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market at market open on December 15, 2025. Upon effectiven…
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 16, 2025, XBP Global Holdings, Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). The Letter notified the Company that, for a period of 30 consecutive business days, the bid price for the Company’s common stock, $0.0001 par value per share (the “Common Stock”),…
Completion of Acquisition or Disposition of Assets. This Amendment amends the Prior 8-K to include Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information, which were not previously filed with the Prior 8-K and are permitted to be filed by amendment no later than 71 days after the date on which the Prior 8-K was required to be filed. The above description does not purport to be complete and is qualified in its entirety by reference to the MIPA a…
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Previous Independent Registered Public Accounting Firm. In connection with the Restructuring, the Company dismissed EisnerAmper LLP (“Eisner”), the independent registered public accounting firm that audited the financial statements of the BPA Group (when it was a subsidiary of ETI), effective as of the Effective Date. The reports of Eisner on the BPA Group’s financial statements as of and for the fiscal years ended December 31, 2…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed in the Prior 8-K, at the Annual Meeting held on July 25, 2025, stockholders approved the Director Election Proposal (Proposal 1 in the Proxy Statement), electing James G. Reynolds and Andrej Jonovic to serve until the 2026 annual meeting. Additionally, as disclosed in the Prior 8-K, stockholders approved the Stock Plan Amendment Propos…
Changes in Control of Registrant. As a result of the Restructuring consummated on the Effective Date, the Company is no longer considered a “controlled company” under the rules of The Nasdaq Stock Market. Prior to the Restructuring, BTC International Holdings, Inc. (“BTC”), an indirect subsidiary of ETI, owned approximately 60.7% of the Company’s Common Stock. Pursuant to the Plan, BTC’s shares were distributed to holders of Allowed Notes Claims (including ETI). Post-issuance of new shares un…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Termination of a Material Definitive Agreement. On the Effective Date, in connection with the consummation of the Restructuring and pursuant to the Plan, the indenture dated as of December 9, 2021 (as amended, supplemented or otherwise modified from time to time), among Exela Intermediate LLC and Exela Finance Inc., as issuers, the guarantors party thereto (including certain of the Debtors), and U.S. Bank Trust Company, National Association, as trustee and collateral agent, governing the 11.5…
Material Modification to Rights of Security Holders. The information set forth in
Unregistered Sales of Equity Securities. On the Effective Date, pursuant to the Plan and the Nasdaq Proposal approved at the Annual Meeting (Proposal 4 in the Proxy Statement), the Company issued 81,799,821 shares of Common Stock to holders of Allowed Notes Claims (as defined in the Proxy Statement) and for backstop and funding fees, resulting in 117,516,255 shares of Common Stock issued and outstanding, and warrants to purchase 6,632,418 shares of Common Stock to GP 3XCV LLC and XCV-STS, LLC…
Entry into a Material Definitive Agreement. As previously disclosed, on July 3, 2025, XBP Global Holdings, Inc. (the “Company,” formerly XBP Europe Holdings, Inc.) entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with Exela Technologies BPA, LLC (together with its subsidiaries, the “BPA Group”) and certain of its affiliates (collectively, the “Debtors” or after the Restructuring (defined herein), the “Reorganized Debtors”). Pursuant to the Transaction Support…
Other Events. On July 29, 2025, in connection with the Rights Agreement described in Item 1.01, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Common Stock to stockholders of record as of the Close of Business on August 15, 2025 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock at a price equal to five (5) times the Current Per Shar…
Entry into a Material Definitive Agreement. On July 25, 2025, subsidiaries of XBP Europe Holdings, Inc. (n/k/a XBP Global Holdings, Inc.)(the “Company”) entered into an Amendment Agreement on July 25, 2025 with HSBC UK Bank plc, as Agent and Security Agent (the “Amendment Agreement”), amending the term loan and revolving facilities agreement dated June 26, 2024. The Amendment Agreement extends the termination date, amends certain definitions, adds permitted loans of up to £14,000,000 to be us…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Other Events. On July 30, 2025, the Company issued a press release announcing the finalization of its acquisition of Exela Technologies BPA, LLC (together with its subsidiaries, the “BPA Group”), and the emergence of the BPA Group from their Chapter 11 cases in accordance with a court-approved plan of reorganization on July 29, 2025 (the “Restructuring”). A copy of the press release is filed as Exhibit 99.1 hereto. Upon the closing of the Restructuring all of the conditions subsequent to the…
Completion of Acquisition or Disposition of Assets" On July 15, 2025, XBP Americas, LLC, a wholly-owned subsidiary of XBP Europe Holdings, Inc. ("XBP") completed the previously announced acquisition of all membership interests in Exela Technologies BPA, LLC, together with its subsidiaries (the "BPA Group") from Exela Technologies, Inc. and its subsidiaries (collectively, "ETI"), pursuant to the Membership Interest Purchase Agreement dated July 3, 2025 (the "MIPA"). The consideration for the s…
Entry into a Material Definitive Agreement On July 3, 2025, a subsidiary of XBP Europe Holdings, Inc. (“XBP” or the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”) to acquire Exela Technologies BPA, LLC, together with its subsidiaries (collectively, the “BPA Group”). The BPA Group is currently owned by Exela Technologies, Inc. (“ETI”), XBP’s indirect parent. Pursuant to the MIPA, XBP will acquire the BPA Group, which comprises ETI’s American and Asian operating b…
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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