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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2023

 

 

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38531

98-1496050

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3 West Paces Ferry Road

Suite 200

 

Atlanta, Georgia

 

30305

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 404 504-7472

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

RPAY

 

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 2.02 Results of Operations and Financial Condition.

The information set forth under Item 7.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 15, 2023, Repay Holdings Corporation (the “Company”) issued a press release and a corresponding supplemental slide deck presentation announcing the divestiture of Blue Cow Software, LLC to PDI Technologies, Inc. for approximately $41 million in cash. Additionally, the Company reaffirmed its previously provided financial guidance for Fiscal Year 2022 with its third quarter 2022 results.

 

Copies of the press release and supplemental presentation are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

99.1*

 

Press Release issued February 15, 2023 by Repay Holdings Corporation.

99.2*

 

Blue Cow Divestiture Overview, dated February 2023.

104

 

 

Cover page (formatted in Inline XBRL)

 

* Filed herewith

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Repay Holdings Corporation

 

 

 

 

Date:

February 15, 2023

By:

/s/ Tyler B. Dempsey

 

 

 

Tyler B. Dempsey
General Counsel and Corporate Secretary