Item 1.01. Entry into a Material Definitive Agreement.
On September 10, 2020, i3 Verticals, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with i3 Verticals, LLC and
BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the
several underwriters named therein (collectively, the "Underwriters"). Pursuant
to the Underwriting Agreement, the Company agreed to issue and sell an aggregate
3,737,500 shares of Class A common stock, par value $0.0001 per share ("Class A
Common Stock") to the Underwriters at a public offering price of $23.50 per
share, which includes 487,500 shares of Class A Common Stock sold pursuant to
the full exercise of the Underwriters' option to purchase additional shares of
Class A Common Stock at the Offering Price, less any underwriting discounts and
commissions (the "Offering"). The Offering closed on September 15, 2020.
The net proceeds to the Company from the sale of shares of its Class A Common
Stock issued and sold by the Company were approximately $83.4 million. The
Company used all of the net proceeds received by the Company from the sale of
shares of its Class A Common Stock in the Offering to purchase (i) 3,250,000
common units of i3 Verticals, LLC (the "Common Units") directly from i3
Verticals, LLC and (ii) 487,500 Common Units pursuant to the exercise of the
underwriters' option to purchase additional shares in full from certain holders
of Common Units, in each case at a price per Common Unit equal to the price per
share paid by the Underwriters for shares of our Class A Common Stock in the
Offering. i3 Verticals, LLC will receive an estimated $72.1 million in net
proceeds from the sale of Common Units to i3 Verticals, Inc., after deducting
estimated offering expenses of $0.5 million. i3 Verticals, LLC intends to use
all the net proceeds it receives for general corporate purposes, including to
repay outstanding indebtedness and to fund strategic acquisition opportunities.
BofA Securities, Inc. and Morgan Stanley & Co. LLC, acted as joint book-running
managers for the Offering and as representatives of the underwriters.
The Offering was made pursuant to a prospectus supplement, dated September 10,
2020, and a base prospectus, dated August 9, 2019, included in the Company's
effective shelf registration statement on Form S-3 (File No. 333-233126), which
was filed with the Securities and Exchange Commission on August 8, 2019.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended (the "Securities Act"), other obligations
of the parties and termination provisions. The Company and its directors and
executive officers also agreed not to sell or transfer any Class A Common Stock
for 60 days after September 10, 2020 without first obtaining the written consent
of BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives on
behalf of the Underwriters, subject to certain exceptions as described in the
prospectus supplement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference, and the description
of the Underwriting Agreement herein is qualified in its entirety by reference
to such exhibit. A copy of the opinion of Bass, Berry & Sims PLC relating to the
legality of the issuance and sale of the shares of Class A Common Stock is
attached as Exhibit 5.1 to this Current Report on Form 8-K.

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Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

     Exhibit No.                                            Description
                               Underwriting Agreement, dated as of

September 10, 2020, by and among i3


                             Verticals, Inc., i3 Verticals, LLC and BofA Securities, Inc. and Morgan
                             Stanley & Co. LLC, as representatives of the several underwriters named
       1    .1               in Schedule I thereto.
         5.1                   Opinion of Bass, Berry & Sims PLC regarding the legality of shares.
         23.1                  Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
                             Cover Page Interactive Data File (embedded within the Inline XBRL
         104                 document).

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