Item 8.01 Other Events.
On April 8, 2020, Repay Holdings Corporation (the "Company") announced that it
has further extended the expiration date for its previously announced consent
solicitation (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 relating to the Warrants, as previously amended (the
"Warrant Agreement"), for the purpose of curing certain ambiguities relating to
"cashless exercise" of the Warrants, on the terms and subject to the conditions
that are set forth in the consent solicitation statement, dated March 24, 2020,
as amended, and accompanying documents. 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
also relates to one share of Class A Common Stock.
A copy of the press release relating to the extended expiration date of 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 April 8, 2020.
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