Business Context and Reporting Period
This Form 8-K filing by i3 Verticals, Inc. (IIIV) reports a significant capital event dated June 10, 2019. The Company, an emerging growth company incorporated in Delaware, completed an underwritten public offering of its Class A common stock on the Nasdaq Global Select Market.
Key Financial Metrics
- Shares Issued: 5,165,527 shares of Class A common stock (including a full exercise of the underwriters' option for 673,764 additional shares).
- Offering Price: $22.75 per share.
- Net Proceeds to Company: Approximately $111.6 million (after underwriting discounts and commissions, before offering expenses).
- Proceeds to i3 Verticals, LLC: Estimated $20.9 million net proceeds from the sale of 1,000,000 common units.
- Offering Expenses: Estimated $0.7 million deducted from proceeds to i3 Verticals, LLC.
Material Changes and Transaction Details
The primary material change is the completion of the Offering and the subsequent use of proceeds. The Company utilized all net proceeds from the stock sale to purchase common units of i3 Verticals, LLC. Specifically, the Company purchased 1,000,000 units directly from i3 Verticals, LLC and 4,165,527 units from certain existing holders. The purchase price per unit matched the price paid by underwriters for the Class A common stock. i3 Verticals, LLC intends to use its net proceeds to repay outstanding indebtedness.
Guidance, Risks, and Management Commentary
The filing incorporates updated risk factor disclosures from the Registration Statement (pages 22 to 47), which supersede those in the Company's 2018 Form 10-K. No specific financial guidance or forward-looking revenue projections were included in this specific 8-K text. The underwriters for the Offering were Cowen and Company, LLC, Raymond James & Associates, Inc., and BofA Securities, Inc. (joint book-running managers), with KeyBanc Capital Markets Inc. as bookrunner and D.A. Davidson & Co. as co-manager.
Investor Verification Checklist
- Verify the final amount of offering expenses to confirm the exact net proceeds received by the Company and i3 Verticals, LLC.
- Review the incorporated "Risk Factors" section (pages 22-47 of the Registration Statement) for updated disclosures regarding the Company's operations and financial condition.
- Confirm the specific terms and repayment schedule of the indebtedness that i3 Verticals, LLC intends to repay with the $20.9 million in proceeds.
- Check subsequent filings for the final closing of the transaction and any adjustments to the share count or proceeds.