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): July 29, 2019

 

INTERNATIONAL MONEY EXPRESS, INC.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (305) 671-8000

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:

 

 

 

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.  ☐

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

On July 29, 2019, International Money Express, Inc. (the “Company”) and SPC Intermex, LP (“SPC”) entered into Amendment No. 1 to Registration Rights Agreement (the “Amendment”).  The Amendment modifies that certain Registration Rights Agreement, dated as of July 26, 2018 among the Company, SPC and the other investors signatories thereto (the “Existing Registration Rights Agreement”).  The Amendment provides that any one or more shelf registrations requested by SPC pursuant to the Existing Registration Rights Agreement may cover all or any portion of the registrable securities which are subject to the Existing Registration Rights Agreement.

 

 SIGNATURE

 

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.

 

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

This Amendment (this “Amendment”) is made as of July 29, 2019, by and between International Money Express, Inc., a Delaware corporation (the “Company”) and SPC Intermex, LP, a Delaware limited partnership (the “SPC”), and constitutes an amendment to that certain Registration Rights Agreement, dated as of July 26, 2018 (the “Existing Registration Rights Agreement”), among the Company, SPC and the other investors signatories thereto.  Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Registration Rights Agreement.

1.          Amendment of Section 2.1 of the Existing Registration Rights Agreement.  Section 2.1 of the Existing Registration Rights Agreement is hereby amended by deleting the first clause of the first sentence of Section 2.1(e) in its entirety and by inserting, in lieu thereof, the following:

 

“As promptly as reasonably practicable following the Closing of the Merger and upon request from the SPC Investors, the Company shall (x) prepare and file with (or confidentially submit to) the SEC one or more  shelf registration statements under Rule 415 of the Securities Act (each such registration statement, the “Shelf Registration Statement”) that covers all or any portion (such portion to be determined by the SPC Investors) of the Registrable Securities then held by the Holders for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto in accordance with the methods of distribution elected by the SPC Investors and set forth in the Shelf Registration Statement as permitted by this Agreement, and if less than all of the Registrable Securities are to be included in such Shelf Registration Statement, the amount of Registrable Securities shall be allocated on a pro rata basis among all Holders, based on the number of Registrable Securities then owned by each such Holder;”

2.           Miscellaneous Provisions.

2.1          Severability.  This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof.  Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3          Counterparts. This Amendment may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

2.4          Effect of Headings.  The Section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.5          Entire Agreement. The Existing Registration Rights Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. In the event of any conflict between the terms or provisions of this Amendment and the Existing Registration Rights Agreement, then this Amendment shall prevail in all respects.

[Signatures on Next Page]

[Signature Page to Amendment No. 1 to Registration Rights Agreement]

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