0001104659-24-072368.txt : 20240617 0001104659-24-072368.hdr.sgml : 20240617 20240617171610 ACCESSION NUMBER: 0001104659-24-072368 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240606 FILED AS OF DATE: 20240617 DATE AS OF CHANGE: 20240617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Sean Christopher CENTRAL INDEX KEY: 0002025978 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38063 FILM NUMBER: 241049272 MAIL ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QXO, Inc. CENTRAL INDEX KEY: 0001236275 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 161633636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 888-998-6000 MAIL ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: SilverSun Technologies, Inc. DATE OF NAME CHANGE: 20110803 FORMER COMPANY: FORMER CONFORMED NAME: TREY RESOURCES INC DATE OF NAME CHANGE: 20050923 FORMER COMPANY: FORMER CONFORMED NAME: TREY INDUSTRIES INC DATE OF NAME CHANGE: 20030528 3 1 tm2417301-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2024-06-06 0 0001236275 QXO, Inc. QXO 0002025978 Smith Sean Christopher C/O QXO, INC. FIVE AMERICAN LANE GREENWICH CT 06831 0 1 0 0 SEE REMARKS See footnote 4.566 2024-06-06 Common Stock, $0.00001 par value per share 164257 D Warrants 4.566 2024-06-06 2034-06-06 Common Stock, $0.00001 par value per share 82128 D Warrants 6.849 2024-06-06 2034-06-06 Common Stock, $0.00001 par value per share 41064 D Warrants 13.698 2024-06-06 2034-06-06 Common Stock, $0.00001 par value per share 41064 D Convertible Perpetual Preferred Stock, $0.001 par value per share (the "Preferred Stock"). The Preferred Stock has no expiration date. Represents 164,257 shares of Common Stock initially issuable upon conversion of 750 shares of Preferred Stock, subject to adjustment as set forth in the Certificate of Designation of Convertible Perpetual Preferred Stock of QXO, Inc., filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K (the "Form 8-K") filed with the SEC on June 6, 2024 (the "Certificate of Designation"). The initial conversion price of the Preferred Stock is $4.566 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation. Represents 82,128 shares of Common Stock initially issuable upon the exercise of 82,128 Warrants with an exercise price of $4.566, subject to adjustment as set forth in the Form of Warrant Certificate filed as Exhibit 4.4 to the Form 8-K (the "First Warrant Certificate"). The Warrants issued pursuant to the First Warrant Certificate represent 50% of the Warrants. The initial exercise price of the Warrants issued pursuant to the First Warrant Certificate is $4.566 per share of Common Stock, subject to adjustment as set forth in the First Warrant Certificate. The Warrants are exercisable either for cash or on a cashless basis. Represents 41,064 shares of Common Stock initially issuable upon the exercise of 41,064 Warrants with an exercise price of $6.849, subject to adjustment as set forth in the Form of Warrant Certificate filed as Exhibit 4.2 to the Form 8-K (the "Second Warrant Certificate"). The Warrants issued pursuant to the Second Warrant Certificate represent 25% of the Warrants. The initial exercise price of the Warrants issued pursuant to the Second Warrant Certificate is $6.849 per share of Common Stock, subject to adjustment as set forth in the Second Warrant Certificate. The Warrants are exercisable either for cash or on a cashless basis. Represents 41,064 shares of Common Stock initially issuable upon the exercise of 41,064 Warrants with an exercise price of $13.698, subject to adjustment as set forth in the Form of Warrant Certificate filed as Exhibit 4.3 to the Form 8-K (the "Third Warrant Certificate"). The Warrants issued pursuant to the Third Warrant Certificate represent 25% of the Warrants. The initial exercise price of the Warrants issued pursuant to the Third Warrant Certificate is $13.698 per share of Common Stock, subject to adjustment as set forth in the Third Warrant Certificate. The Warrants are exercisable either for cash or on a cashless basis. See Exhibit 24, Power of Attorney, attached. Title: Interim Chief Financial Officer and Chief Accounting Officer /s/ Christopher J. Signorello, as Attorney-in-fact 2024-06-17 EX-24 2 tm2417301d2_ex24.htm EXHIBIT 24

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Christopher J. Signorello, acting singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of QXO, Inc. (the “Company”), a Form ID, Uniform Application for Access Codes to File on EDGAR and Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder; and

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 (including amendments) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.

 

The undersigned also agrees to indemnify and hold harmless the Company and such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Form ID or Forms 3, 4 or 5 (including amendments) and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

 

 

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact; or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of June, 2024.

 

/s/ Sean Christopher Smith

Sean Christopher Smith