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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. ¨
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
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
| By: | /s/ Christopher Signorello |
| | Name: |
Christopher Signorello |
| | Title: |
Chief Legal Officer |
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064
July 29, 2024
QXO, Inc.
Five American Lane
Greenwich, Connecticut 06831
Registration Statement on Form S-3ASR
Ladies and Gentlemen:
We have acted as special counsel to QXO, Inc.,
a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3ASR (the “Registration
Statement”), which became effective on July 29, 2024. You have asked us to furnish our opinion as to the legality of (i) 789,549,465
shares (the “Common Shares”) of common stock of the Company, par value $0.00001 per share (the “Common Stock”),
consisting of (A) 395,331,333 shares (the “Issued Shares”) of Common Stock outstanding, (B) 197,109,067 shares (the
“Converted Shares”) of Common Stock issuable upon the conversion of the Company’s Convertible Perpetual Preferred Stock,
par value $0.001 per share (the “Preferred Stock”) and (C) 197,109,065 shares (the “Secondary Warrant Shares”)
of Common Stock issuable upon the exercise of warrants to purchase common stock, (ii) 900,000 shares (the “Preferred Shares”)
of Preferred Stock and (iii) 197,109,065 warrants to purchase common stock (the “Secondary Warrants” and, together with
the Common Shares and the Preferred Shares, the “Securities”) to purchase shares of Common Stock, all of which are registered
under the Registration Statement and which are being offered and sold by certain securityholders of the Company, and the issuance by the
Company of up to 261,010,074 shares (the “Primary Warrant Shares”) of Common Stock issuable upon the exercise of 219,010,074
warrants to purchase common stock and 42,000,000 pre-funded warrants to purchase common stock (collectively, the “Warrants”),
all of which are registered under the Registration Statement.
In connection with the furnishing of this opinion,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1. the
Registration Statement;
2. the
base prospectus dated July 29, 2024 (the “Base Prospectus”);
4. the
prospectus supplement dated July 29, 2024 (the “Prospectus Supplement”);
5. the
Certificate of Designation of Convertible Perpetual Preferred Stock of the Company (the “Certificate of Designation”); and
6. the
forms of Warrant to Purchase Common Stock of the Company, included as exhibits 4.4, 4.5 and 4.6 to the Registration Statement, and the
form of Pre-Funded Warrant to Purchase Common Stock, included as exhibit 4.10 to the Registration Statement.
In addition, we have examined (i) such corporate
records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and by-laws,
as amended, of the Company certified by the Company as in effect on the date of this letter, (ii) copies of resolutions of the board
of directors of the Company relating to the issuance of the Securities, certified by the Company and (iii) such other certificates,
agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon oral
and written statements of officers and representatives of the Company as to factual matters and upon certificates of public officials
and the officers of the Company.
In our examination of the documents referred to above,
we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that:
1. The
Issued Shares have been duly authorized by all necessary corporate action on the part of the Company and the Issued Shares are validly
issued, fully paid and non-assessable.
2. The
Converted Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered
as contemplated in the Certificate of Designation, the Converted Shares will be validly issued, fully paid and non-assessable.
3. The
Secondary Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered
and paid for as contemplated in the Secondary Warrants, the Secondary Warrant Shares will be validly issued, fully paid and non-assessable.
4. The
Preferred Shares have been duly authorized by all necessary corporate action on the part of the Company and the Preferred Shares are validly
issued, fully paid and non-assessable.
5. The
Secondary Warrants are binding obligations of the Company under the law of the State of Delaware.
6. The
Primary Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered
and paid for as contemplated in the Warrants, the Primary Warrant Shares will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the Delaware
General Corporation Law. Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws,
that are currently in effect.
We hereby consent to use of this opinion as an exhibit
to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”)
on the date hereof, and to the use of our name under the heading “Legal Matters” in the Base Prospectus included in the Registration
Statement and in the Prospectus Supplement. In giving this consent, we do not hereby admit that we come within the category of persons
whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
|
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
|
|
|
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
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