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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): March 15, 2024 (March 14, 2024)
| SILVERSUN TECHNOLOGIES, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-38063 | 16-1633636 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
120 Eagle Rock Ave
East Hanover, NJ 07936
(Address of Principal Executive Offices)
(973) 396-1720
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:
| ☐ | 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 shares (par value $0.00001 per share) | SSNT | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 5.07 Submission of Matters to a Vote of Security Holders.
On March 14, 2024, SilverSun Technologies, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Investment Agreement, dated as of December 3, 2023 (as it may be amended or supplemented, the “Investment Agreement”), by and among Jacobs Private Equity II, LLC, a Delaware limited liability company (“JPE”), and the other investors party thereto (the “Other Investors,” and together with JPE, the “Investors”), pursuant to which the Investors will make an aggregate investment of $1,000,000,000 in cash in the Company, including $900,000,000 from JPE (the “Equity Investment”).
As of February 12, 2024, the record date for the Special Meeting (the “Record Date”), there were 5,315,581 shares of common stock, par value $0.00001 per share, of the Company (the “common stock”), each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 3,543,404 shares of common stock, representing approximately 66.66% of the outstanding shares issued and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.
The affirmative vote of a majority of the 5,315,581 shares of common stock outstanding and entitled to vote as of the Record Date was required to approve Proposals 2-8. The affirmative vote of stockholders representing a majority of the votes properly cast by stockholders present in person or represented by proxy at the Special Meeting was required to approve Proposals 1 and 9. The final voting results on the proposals presented for stockholder approval at the Special Meeting are described below. For more information on each of these proposals, see the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on February 13, 2024 (the “Proxy Statement”).
Proposal No. 1: To approve the issuance and sale to Jacobs Private Equity II, LLC, a Delaware limited liability company (“JPE”), and the Other Investors (as defined in the Investment Agreement, dated as of December 3, 2023, by and among the Company, JPE and the Other Investors (the “Investment Agreement”)) of the Securities (as defined in the Investment Agreement), and the other transactions contemplated by the Investment Agreement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,494,060 | 17,890 | 31,454 | - |
Proposal No. 2: To approve the adoption of the Fifth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), which would become effective prior to and in connection with the closing of the Equity Investment (as defined in the Investment Agreement).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,257,387 | 254,535 | 31,482 | - |
Proposal No. 3: To approve separately a feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split (as defined in the Investment Agreement).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,497,179 | 44,390 | 1,835 | - |
Proposal No. 4: To approve separately a feature of the Amended and Restated Certificate of Incorporation effecting an increase in the number of authorized shares of common stock to 2,000,000,000 and an increase in the number of authorized shares of preferred stock to 10,000,000.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,491,436 | 43,914 | 8,054 | - |
Proposal No. 5: To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which stockholders are able to act by written consent in lieu of a stockholder meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,240,159 | 247,171 | 56,074 | - |
Proposal No. 6: To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which a special meeting of stockholders may be called.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,228,961 | 255,227 | 59,216 | - |
Proposal No. 7: To approve separately a feature of the Amended and Restated Certificate of Incorporation designating the exclusive forums in which certain claims relating to the Company may be brought.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,459,978 | 42,761 | 40,665 | - |
Proposal No. 8: To approve separately a feature of the Amended and Restated Certificate of Incorporation providing for exculpation of directors and officers to the extent permitted by the Delaware General Corporation Law (the “DGCL”).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,230,447 | 277,983 | 34,974 | - |
Proposal No. 9: To approve the QXO, Inc. 2024 Omnibus Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,149,618 | 338,190 | 55,596 | - |
On the basis of the above votes, (i) the proposal to approve the issuance and sale to the Investors of the Securities was approved; (ii) the proposal to adopt the Amended and Restated Certificate of Incorporation was approved; (iii) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split was approved; (iv) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation effecting an increase in the number of authorized shares of common stock to 2,000,000,000 and an increase in the number of authorized shares of preferred stock to 10,000,000 was approved; (v) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which stockholders are able to act by written consent in lieu of a meeting was approved; (vi) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which a special meeting of stockholders can be called was approved; (vii) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation designating the exclusive forums in which certain claims relating to the Company may be brought was approved; (viii) the proposal to approve separately the feature of the Amended and Restated Certificate of Incorporation providing for exculpation of directors and officers to the extent permitted by the DGCL was approved; and (ix) the QXO, Inc. 2024 Omnibus Incentive Plan was approved.
Item 8.01 Other Events.
On March 15, 2024, the Company jointly issued a press release with JPE announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 15, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
| SILVERSUN TECHNOLOGIES, INC. | ||
| Date: March 15, 2024 | By: | /s/ Mark Meller |
| Mark Meller | ||
| President, Chief Executive Officer | ||
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Exhibit 99.1
SilverSun Stockholders Approve Equity Investment
GREENWICH, Conn. and EAST HANOVER, N.J. — March 15, 2024 — Jacobs Private Equity II, LLC (“JPE”), which is led by Brad Jacobs, and SilverSun Technologies, Inc. (Nasdaq: SSNT) (“SilverSun” or the “Company”) today announced that SilverSun stockholders overwhelmingly voted to approve the transactions contemplated by the previously announced equity investment agreement (the “Investment Agreement”) among SilverSun, JPE and certain minority co-investors, and other related proposals. Pursuant to the Investment Agreement, JPE and the minority co-investors will invest $1 billion in cash into SilverSun.
Based on a preliminary tabulation of the stockholder vote, approximately 99.5% of all votes cast, which represents approximately 65.7% of all outstanding shares on February 12, 2024, the record date for the special meeting, were voted in favor of the equity investment.
The equity investment transactions are subject to customary closing conditions, and are expected to be completed in 2024.
The final voting results on the proposals voted on at the special meeting will be set forth in a Form 8-K filed by SilverSun with the U.S. Securities and Exchange Commission.
Goldman Sachs and Morgan Stanley are serving as financial advisors to JPE, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
The Benchmark Company, LLC is serving as financial advisor to SilverSun, and Lucosky Brookman LLP is serving as legal advisor.
Cautionary statement regarding forward-looking statements
This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others:
| ● | uncertainties as to the completion of the equity investment, the separation by SilverSun Technologies, Inc. of its existing business into SilverSun Technologies Holdings, Inc. (the “spin-off”) and the other transactions contemplated by the Investment Agreement, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays; |
| ● | the risks associated with the Company’s relatively low public float, which may result in its common stock experiencing significant price volatility; |
| ● | the possibility that competing transaction proposals may be made; |
| ● | the risks associated with raising additional equity or debt capital from public or private markets to pursue acquisitions or other strategic investments, including in an amount that may significantly exceed the initial equity investment, and the effects that raising such capital may have on the Company’s business and the trading price of the Company’s common stock, including the possibility of substantial dilution; |
| ● | the possibility that additional future financings may not be available to the Company on acceptable terms or at all; |
| ● | the effects that the announcement, pendency or consummation of the equity investment, the spin-off and the other transactions contemplated by the Investment Agreement may have on the Company and its current or future business and on the price of the Company’s common stock; |
| ● | the possibility that an active, liquid trading market for the Company’s common stock may not develop or, if developed, may not be sustained; |
| ● | the possibility that the warrants, if issued, may not be exercised; |
| ● | the possibility that various closing conditions for the equity investment, the spin-off and the other transactions contemplated by the Investment Agreement may not be satisfied or waived, or any other required consents or approvals may not be obtained within the expected timeframe, on the expected terms, or at all; |
| ● | the effects that a termination of the Investment Agreement may have on the Company, including the risk that the price of the Company’s common stock may decline significantly if the equity investment is not completed; |
| ● | the risk that the spin-off may be more difficult, time-consuming or costly than expected or the possibility that the anticipated benefits of the spin-off may not be realized; |
| ● | uncertainties regarding the Company’s focus, strategic plans and other management actions; |
| ● | the risk that the Company, following the closing of the equity investment, is or becomes highly dependent on the continued leadership of Jacobs as chairman and chief executive officer and the possibility that the loss of Jacobs in these roles could have a material adverse effect on the Company’s business, financial condition and results of operations; |
| ● | the risk that Jacobs’ past performance may not be representative of future results; |
| ● | the risk that the Company is unable to attract or retain world-class talent; |
| ● | the risk that the Company may be unable to identify suitable acquisition candidates or expeditiously consummate any particular acquisition candidate on acceptable terms or at all; |
| ● | the risk that the failure to consummate an acquisition expeditiously, or at all, could have a material adverse effect on the Company’s business prospects, financial condition, results of operations or the price of the Company’s common stock; |
| ● | the risk that the Company may fail to satisfy the ongoing requirements of Nasdaq if it is unable to expeditiously consummate an acquisition following the consummation of the spin-off; |
| ● | the risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Company and its business partners, and the loss of confidential information and other business disruptions; |
| ● | the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the Company’s existing stockholders; |
| ● | the risks associated with the uncertain nature of the building products distribution industry in which Jacobs, upon becoming chairman and chief executive officer of the Company, plans to pursue acquisitions after consummation of the transactions contemplated by the Investment Agreement; |
| ● | the possibility that industry demand may soften or shift substantially due to the cyclicality and seasonality of the building products distribution industry and its dependence on general economic conditions, including inflation or deflation, interest rates, consumer confidence, labor and supply shortages, weather and commodity prices; |
| ● | the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry; |
| ● | the risks associated with potential litigation related to the transactions contemplated by the Investment Agreement or related to any possible subsequent financing transactions or acquisitions or investments; |
| ● | uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and |
| ● | other factors, including those set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q. |
Forward-looking statements herein speak only as of the date each statement is made. Neither the Company nor any person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
Contacts for JPE:
Investors
Mark Manduca
mark.manduca@jpe.com
+1-203-321-3889
www.qxo.com
Media
Joe Checkler
joe.checkler@jpe.com
+1-732-674-4871
www.qxo.com
Contact for SilverSun Technologies:
Eric Kash
ericlkash@gmail.com
917-364-4600
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