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): October 22, 2024
RXO, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation) | | 001-41514
(Commission File Number) | | 88-2183384
(IRS Employer Identification No.) |
11215 North Community House Road, Charlotte, NC (Address of principal executive offices) | | 28277
(Zip Code) |
(980) 308-6058
(Registrant’s telephone number, including area code)
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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 $0.01 per share
| | RXO
| | New York Stock Exchange
|
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. ☐
On October 22, 2024, RXO, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-282002) (the “Registration Statement”), covering the resale by certain selling stockholders named therein of an aggregate of 28,514,952 shares of the Company’s common stock, consisting of (i) 22,255,481 shares of common stock outstanding and (ii) 6,259,471 shares of common stock issuable upon the exercise of pre-funded warrants to purchase common stock.
A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares 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
| |
| Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP. |
| 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.
| RXO, INC. |
| | | |
| | | |
| Date: October 22, 2024 | By: | /s/ Jeffrey D. Firestone |
| | | Jeffrey D. Firestone |
| | Chief Legal Officer and Corporate Secretary |
