Item 8.01 Other Events.
On March 19, 2020, Repay Holdings Corporation (the "Company") announced that it
expects to solicit consents (the "Consent Solicitation") from holders of its
outstanding public warrants (the "Public Warrants" and together with private
placement warrants, the "Warrants") to approve amendments (the "Proposed
Amendments") to the existing warrant agreement, as previously amended, relating
to the Warrants (the "Warrant Agreement") for the purpose of curing certain
ambiguities relating to a "cashless exercise" of the Warrants, on the terms and
subject to the conditions that will be set forth in a consent solicitation
statement and accompanying documents, which are expected to be mailed to holders
on or about March 24, 2020. The Proposed Amendments will clarify that, in
connection with any "cashless exercise" of the Warrants, as the fair market
value relates to one share of Class A Common Stock, the Warrant Price (as
defined in the Warrant Agreement) also relates to one share of Class A Common
Stock.
A copy of the press release relating to the Consent Solicitation is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K is not a solicitation of consents to the
Proposed Amendments, and the Consent Solicitation is being made solely on the
terms and subject to the conditions set forth in the documents governing the
Consent Solicitation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release issued March 19, 2020.
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