QXO, Inc. announced that it has entered into purchase agreements with certain institutional and accredited investors to issue 340,932,212 shares of its common stock at a price of $9.14 per share for the gross proceeds of $3,116,120,417.68 and an aggregate of 42,000,000 pre-funded warrants at a price of $9.13999 per warrant for the gross proceeds of $383,879,580; for total gross proceeds of $3,499,999,997.68 on June 13, 2024. The transaction has been approved by the shareholders of the company and is expected to close early in the third quarter of 2024. Following the closing of the Private Placement the company will have approximately 341,600,000 outstanding shares of common stock.

On a fully diluted basis, following the closing and giving effect to the conversion of the company?s 219,000,000 outstanding shares of preferred stock and the exercise of the 219,000,000 outstanding warrants attached to its preferred stock as well as the exercise of the 42,000,000 pre-funded warrants to be sold in the Private Placement, the company would have approximately 821,600,000 outstanding shares of common stock. The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended.