Item 8.01 Other Events.

On April 22, 2020, Repay Holdings Corporation (the "Company") issued a press release announcing the expiration of its previously announced consent solicitation (the "Consent Solicitation") from holders of its outstanding public warrants (the "Public Warrants" and together with the 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. The Consent Solicitation expired at 5:00 p.m., New York City time, on April 21, 2020. As of the expiration time, the Company had not obtained the requisite consents for the Proposed Amendments. Accordingly, the Proposed Amendments will not become operative.

The Company has notified the holders of the Warrants that it may lower the Warrant Price (as defined in the Warrant Agreement for a limited period of time (the "Reduction Period"). The Reduction Period would commence on a date on or after May 12, 2020 and end not less than twenty (20) business days thereafter. The terms and conditions associated with any such reduction will be set forth in an Offer to Reduce Exercise Price and accompanying documents, which will be provided to holders of Warrants at or prior to the commencement of the Reduction Period.

A copy of the press release relating to the expiration of the Consent Solicitation and Reduction Period is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



              Exhibit No.                 Description

              99.1            Press release issued April 22, 2020

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