SilverSun Technologies Inc

DEF 14A 1 ea0204044-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check in the appropriate box):

Dear SilverSun Stockholders:

We invite you to attend the Special Meeting of Stockholders of SilverSun Technologies, Inc. (“SilverSun” or the “Company”) to be held at the Company corporate offices located at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936 on May 30, 2024, at 9:00 a.m. Eastern time (the “Special Meeting”).

On April 14, 2024, the Company entered into an Amended and Restated Investment Agreement (as it may be amended or supplemented, the “Investment Agreement”) with Jacobs Private Equity II, LLC, a Delaware limited liability company (“JPE”) (on behalf of itself and on behalf of the other investors listed on Schedule I thereto (the “Other Investors,” and together with JPE, the “Investors”)), providing for an aggregate investment by the Investors of $1,000,000,000 in cash in the Company, including $900,000,000 from JPE (collectively, the “Equity Investment”).

The Investment Agreement amends and restates that certain Investment Agreement, dated as of December 3, 2023, by and among the Company and the Investors (the “Prior Investment Agreement”), which, in addition to the Equity Investment, provided for a spin-off of the Company’s existing business to its legacy stockholders (the “Spin-Off”). Pursuant to the Investment Agreement, among other amendments to the Prior Investment Agreement, the Spin-Off will not occur and the Company will retain its existing business. The Company’s stockholders as of the date that is one business day prior to the closing of the Equity Investment will be entitled to receive an aggregate cash dividend of $17,400,000 (amended from the aggregate cash dividend of $2,500,000 contemplated by the Prior Investment Agreement), to be paid from proceeds received by the Company from the Equity Investment, or approximately $3.27 per share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) (prior to the Reverse Stock Split), based on 5,315,581 shares of Common Stock outstanding as of April 30, 2024. The other material terms of the other transactions contemplated by the Prior Investment Agreement, including the Equity Investment, were not modified by the amendments contained in the Investment Agreement, as discussed in greater detail in the accompanying proxy statement.

The Investment Agreement has been unanimously approved by the Board of Directors of the Company (the “Company Board”). Following the closing of the Equity Investment (together with all of the other transactions contemplated by the Investment Agreement, the “Transactions”), JPE will become the controlling stockholder of the Company, and Brad Jacobs, the Managing Member of JPE, will become Chairman of the Company Board and the Chief Executive Officer of the Company.

Following the closing of the Equity Investment, under the leadership of Mr. Jacobs, the Company, which will be renamed QXO, Inc., intends to pursue a business strategy of creating a tech-forward leader in the building products distribution industry.

Prior to the closing of the Equity Investment, the Company will amend and restate its certificate of incorporation (the “Charter Amendment”) to, among other things, effect an 8:1 reverse stock split (the “Reverse Stock Split”) with respect to the Common Stock. Upon the closing of the Equity Investment and giving effect to the Reverse Stock Split, the Company will issue to the Investors, in the aggregate: (a) 1,000,000 shares of convertible perpetual preferred stock of the Company (the “Convertible Preferred Stock”) that, in the aggregate, will be convertible into approximately 219 million shares of Common Stock at an initial conversion price of $4.566 per share (equivalent to $0.571 per share pre-Reverse Stock Split), subject to customary anti-dilution adjustments, and (b) warrants to purchase an additional approximately 219 million shares of the Common Stock (the “Warrants,” and together with the Convertible Preferred Stock, the “Securities”) at initial exercise prices of $4.566 per share (equivalent to $0.571 per share pre-Reverse Stock Split) with respect to 50% of the Warrants, $6.849 per share (equivalent to $0.856 per share pre-Reverse Stock Split) with respect to 25% of the Warrants, and $13.698 per share (equivalent to $1.712 per share pre-Reverse Stock Split) with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments. Following the closing of the Equity Investment, the Investors will own approximately 99.85% of the Common Stock on an as-converted, as-exercised basis.

Pursuant to the Investment Agreement, the Company will declare a $17.4 million aggregate cash dividend (the “Cash Dividend”) to its stockholders of record as of the business day immediately prior to the closing date of the Equity Investment (the “Cash Dividend Record Date”). The Cash Dividend will be paid on the date that is six days after the closing of the Equity Investment (“Cash Dividend Distribution Date”) from proceeds received by the Company from the Equity Investment.

Following the closing of the Equity Investment and pursuant to the Amended and Restated Certificate of Incorporation, as defined below, the Company Board will be reconstituted such that (a) the number of seats on the Company Board will be as directed by JPE, (b) each of the members of the Company Board (including Mr. Jacobs) will be individuals designated by JPE, (c) each standing committee of the Company Board will be reconstituted in a manner designated by JPE and (d) Mr. Jacobs will be appointed as the Chairman of the Company Board. Additional information on the already-identified new directors and senior executives of the Company following the closing of the Equity Investment is set forth elsewhere in this proxy statement.

In addition, the Company’s current Chief Executive Officer will resign and Mr. Jacobs will be appointed the Company’s Chief Executive Officer effective as of the closing of the Equity Investment.

At the Special Meeting, the Company’s stockholders will be asked to consider and vote upon the following proposals:

1. To approve the issuance and sale to the Investors of the Securities (including shares of Common Stock that may be issued pursuant to the Securities) in accordance with the Investment Agreement, and the other transactions contemplated by the Investment Agreement (the “Investment Proposal”). A copy of the Investment Agreement is attached as Annex A to the accompanying proxy statement.

2. To approve the adoption of the Fifth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), a copy of the form of which is attached as Annex B to the accompanying proxy statement, which, if approved, would become effective prior to and in connection with the closing of the Equity Investment (the “General Charter Proposal”).

3. To approve separately a feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split.

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.

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.

6. 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.

7. To approve separately a feature of the Amended and Restated Certificate of Incorporation providing JPE with certain board designation rights (this Proposal, together with the General Charter Proposal and Proposals 3 through 8, collectively, the “Charter Proposals”).

8. To approve the QXO, Inc. 2024 Omnibus Incentive Plan, a copy of which is attached as Annex C to the accompanying proxy statement (the “2024 Plan Proposal”).

9. To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of the Investment Proposal, the Charter Proposals or the 2024 Plan Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

On April 12, 2024, the Company Board unanimously determined that the Company’s entry into the Investment Agreement and the consummation of the Equity Investment and all of the other transactions contemplated by the Investment Agreement, including the Charter Amendment, were advisable and in the best interests of the Company and its stockholders, and recommended that the stockholders of the Company vote in favor of the approval of (i) the Equity Investment and all of the other transactions contemplated by the Investment Agreement, (ii) the Charter Amendment (including the Reverse Stock Split, increase in authorized shares, written consent change, special meeting rights change, and exclusive forum change contemplated thereby), and (iii) any equity incentive plan proposed by JPE prior to the mailing of the accompanying proxy statement, which includes the 2024 Plan.

The Company Board unanimously recommends that stockholders vote “FOR” the approval of each of the Proposals to be voted on at the Special Meeting.

Consummation of the Transactions is conditioned on the approval of the Investment Proposal, each of the Charter Proposals and the 2024 Plan Proposal at the Special Meeting. The Transactions are not conditioned on the Company’s stockholders approving the Adjournment Proposal.

The accompanying proxy statement describes the proposals to be considered and voted upon at the Special Meeting and related matters. Every vote is important. Whether or not you plan to attend the Special Meeting, please take the time to vote by following the instructions on your proxy card and in the accompanying Notice of Special Meeting of Stockholders.

The accompanying proxy statement provides you with detailed information about the Equity Investment, the Cash Dividend, and the Proposals. You may also obtain more information about the Company from documents we have filed with the Securities and Exchange Commission. Please see “Where You Can Find Additional Information” in the accompanying proxy statement. If you have any questions regarding the accompanying proxy statement, you may contact the Company at 120 Eagle Rock Avenue, East Hanover, NJ 07936 (973-396-1720).

Sincerely,

Mark Meller

Chief Executive Officer

SilverSun Technologies, Inc.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE EQUITY INVESTMENT OR RELATED TRANSACTIONS CONTEMPLATED BY THE INVESTMENT AGREEMENT OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement is dated April 30, 2024 and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about April 30, 2024.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELDMAY 30, 2024

To the Stockholders of SilverSun Technologies, Inc.

NOTICE IS HEREBY GIVEN of a Special Meeting of the Stockholders of SilverSun Technologies, Inc. (the “Company”), which will be held on May 30, 2024, at 9:00 a.m. Eastern time, at the Company corporate offices located at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936. At the Special Meeting, you will be asked to consider and vote on the following proposals:

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 Amended and Restated Investment Agreement, dated as of April 14, 2024 (as may be amended), by and among the Company, JPE and the Other Investors, which amends and restates that certain Investment Agreement, dated as of December 3, 2023, by and among the Company and the Investors (the “Investment Agreement”)), of the Securities (as defined in the Investment Agreement) (including shares of Common Stock that may be issued pursuant to the Securities) in accordance with the Investment Agreement, and the other transactions contemplated by the Investment Agreement (the “Investment Proposal”). A copy of the Investment Agreement is attached as Annex A to the accompanying proxy statement.

2. To approve the adoption of the Fifth Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), a copy of the form of which is attached as Annex B to the accompanying proxy statement, which, if approved, would become effective prior to and in connection with the closing of the Equity Investment (as defined in the Investment Agreement) (the “General Charter Proposal”).

3. To approve separately a feature of the Amended and Restated Certificate of Incorporation effecting an 8:1 reverse stock split with respect to the Common Stock.

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 preferred shares of the Company to 10,000,000.

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.

6. 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.

7. To approve separately a feature of the Amended and Restated Certificate of Incorporation providing JPE with certain board designation rights (this Proposal, together with the General Charter Proposal and Proposals 3 through 8, collectively, the “Charter Proposals”).

8. To approve the QXO, Inc. 2024 Omnibus Incentive Plan, a copy of which is attached as Annex C to the accompanying proxy statement, which, if approved, would become effective at the closing of the Equity Investment (the “2024 Plan Proposal”).

9. To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of the Investment Proposal, the Charter Proposals or the 2024 Plan Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

The Company will transact no other business at the Special Meeting, except for business properly brought before the Special Meeting or any adjournment or postponement thereof.

Only holders of record of shares of Common Stock at the close of business on April 29, 2024, the record date for the Special Meeting, are entitled to notice of, and a vote at, the Special Meeting and any adjournments or postponements thereof.

The Company Board unanimously recommends that stockholders vote “FOR” the approval of each of the Proposals to be voted on at the Special Meeting.

Your vote is important regardless of the number of shares you own. We encourage you to sign and return your proxy card, or use the telephone or Internet voting procedures, before the Special Meeting, so that your shares will be represented and voted at the Special Meeting even if you cannot attend in person.

Consummation of the Transactions is conditioned on the approval of the Investment Proposal, each of the Charter Proposals and the 2024 Plan Proposal at the Special Meeting. The Transactions are not conditioned on the Company’s stockholders approving the Adjournment Proposal.

By Order of the Company Board,

Mark Meller

Chief Executive Officer, Chairmanand Corporate Secretary

East Hanover, NJ

SUMMARY VOTING INSTRUCTIONS

If you hold your shares through a bank, broker, custodian or other recordholder, please refer to your proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other recordholder to see which options are available to you.

Company stockholders of record may submit their proxies by:

Internet. You can vote over the Internet by accessing the website listed on your proxy card and following the instructions on the website prior to 11:59 p.m. Eastern time on May 29, 2024. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s).

Telephone. You can vote by telephone by calling the toll-free number listed on your proxy card in the United States, Canada, or Puerto Rico on a touch-tone phone prior to 11:59 p.m. Eastern time on May 29, 2024. You will then be prompted to enter the control number printed on your proxy card and to follow subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s).

Mail. You can vote by mail by completing, signing, dating, and mailing your proxy card(s) in the postage-paid envelope included herewith.