UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2024
| QXO, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-50302 | 16-1633636 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Five American Lane Greenwich, Connecticut | 06831 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 888-998-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.00001 per share | QXO | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 July 29, 2024, QXO, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-281084), also filed with the SEC on July 29, 2024 (the “Registration Statement”), covering the resale by certain selling securityholders named therein of an aggregate of (i) 789,549,465 shares of the Company’s common stock, consisting of (A) 395,331,333 shares of common stock outstanding, (B) 197,109,067 shares of common stock issuable upon the conversion of shares of the Company’s Convertible Perpetual Preferred Stock (“Preferred Stock”) and (C) 197,109,065 shares of common stock issuable upon the exercise of warrants to purchase common stock (the “Warrants”), (ii) 900,000 shares of Preferred Stock and (iii) 197,109,065 Warrants, and covering the issuance by the Company of up to 261,010,074 shares of common stock issuable upon the exercise of 219,010,074 Warrants and 42,000,000 pre-funded warrants to purchase common stock.
A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the securities is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP. | |
| 23.1 | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 29, 2024
| QXO, INC. |
| By: | /s/ Christopher Signorello | ||
| Name: | Christopher Signorello | ||
| Title: | Chief Legal Officer | ||
