[8-K] SilverSun Technologies, Inc. Common Stock Reports Material Event

Rhea-AI Filing Summary

QXO (NYSE:QXO) filed an 8-K disclosing that on June 24, 2025 it signed an underwriting agreement with Goldman Sachs, Morgan Stanley and Wells Fargo to sell 89,887,640 new common shares at $22.25 per share.

The deal includes a 15% over-allotment option for another 13,483,146 shares. Expected net proceeds are ≈ $1.98 billion (or ≈ $2.27 billion if the option is fully exercised). Shares will be issued under automatic shelf registration statement 333-281084. Customary indemnification, legal opinion (Ex. 5.1) and press release (Ex. 99.1) are included.

The transaction provides significant liquidity but materially dilutes existing shareholders.

Positive

• Up to $2.3 billion gross proceeds substantially enhance liquidity
• Mandate led by Goldman Sachs, Morgan Stanley and Wells Fargo indicates strong market support

Negative

• Potential dilution of more than 100 million shares, materially expanding float
• Offering price of $22.25 may cap share performance near deal level

Insights

Capital Markets Expert

TL;DR: $2 B cash strengthens balance sheet despite dilution.

Proceeds approach 40-50 % of the company’s recent market cap, giving management ample flexibility for debt reduction, M&A or product investment. Pricing at $22.25—within recent trading range—suggests solid investor demand, reinforced by tier-one underwriters. The use of an automatic shelf speeds execution and signals preparedness for future capital markets activity. If the over-allotment is taken, total raise climbs to $2.27 B, further improving liquidity metrics. Short-term pressure from the discount may be offset longer-term by improved strategic optionality and lower financing risk.

Equity Analyst

TL;DR: Massive issuance equals sizable near-term EPS hit.

The base deal adds nearly 90 M shares—and potentially 103 M—to the float, a material increase that will dilute EPS and voting power. With no stated use-of-proceeds beyond general corporate purposes, investors face uncertainty on capital deployment efficiency. The $22.25 pricing implies a discount that may act as a ceiling until integration of funds demonstrates ROI. Absent immediate accretive investments, the transaction skews value-destructive for existing holders.

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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): June 24, 2025

QXO, 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.)

Five American Lane Greenwich, Connecticut		06831
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

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		New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share		QXO.PRB		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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2025, QXO, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to sell 89,887,640 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a public offering price of $22.25 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriters an option to purchase up to an additional 13,483,146 shares of Common Stock. The Company expects to receive net proceeds from the Offering, after deducting underwriting discounts and commissions, of approximately $1,977.5 million (or approximately $2,274.2 million if the Underwriters exercise in full their option to purchase additional shares).

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The sale of Common Stock was made pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-281084), as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2025, and a final prospectus supplement, dated June 24, 2025, filed with the SEC on June 25, 2025 pursuant to Rule 424(b) under the Securities Act.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 and incorporated herein by reference.

Item 8.01 Other Events.

On June 24, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 24, 2025, by and among Q XO, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as the underwriters named in Schedule I thereto.
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).
99.1		Press release issued by Q XO, Inc., dated June 24, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: June 26, 2025

	QXO, INC.
	By:	/s/ Christopher Signorello
		Name:	Christopher Signorello
		Title:	Chief Legal Officer

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FAQ

How many shares is QXO offering in its June 2025 equity deal?

QXO is selling 89,887,640 common shares, with an option for an additional 13,483,146 shares.

At what price is QXO issuing the new shares?

The public offering price is $22.25 per share.

What net proceeds will QXO receive from the offering?

Net proceeds are expected to be approximately $1.98 billion, or $2.27 billion if the over-allotment is fully exercised.

Which banks are underwriting QXO's June 2025 share sale?

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities LLC are the joint underwriters.

Under which registration statement is the QXO offering being made?

Shares are being issued under automatic shelf registration statement Form S-3ASR No. 333-281084.