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): January 26, 2023
(Exact name of registrant as specified in charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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 1.01. |
Entry into a Material Definitive Agreement.
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Effective January 26, 2023, the Shareholders Agreement, dated as of July 26, 2018, by and among the International Money Express, Inc.
(the “Company”), SPC Intermex Representative LLC, FinTech Investor Holdings II, LLC and the other parties thereto (the “Shareholders Agreement”), was terminated by means of an amendment to the Shareholders Agreement dated as of January
26, 2023. A copy of such amendment is attached hereto as Exhibit 4.1, and is incorporated by reference herein.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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Amendment to Shareholders Agreement, dated as of January 26th, 2023, by and among the Company, SPC Intermex Representative LLC and FinTech Investor Holdings II, LLC.
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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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.
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INTERNATIONAL MONEY EXPRESS, INC.
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Dated: January 26, 2023
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By:
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/s/ Ernesto Luciano
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Name:
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Ernesto Luciano
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Title:
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General Counsel
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Exhibit 4.1
AMENDMENT TO SHAREHOLDERS AGREEMENT
This Amendment to Shareholders Agreement (this “Amendment”), is dated as of January 26th, 2023, by and among International Money Express, Inc., a Delaware corporation (the “Company”),
SPC Intermex Representative LLC (“Intermex Representative”), and FinTech Investor Holdings II, LLC (“Sponsor”).
WHEREAS, the parties hereto are parties to that certain Shareholders Agreement, dated as of July 26, 2018, as amended (the “Shareholders Agreement”), by and among the Company, Intermex Representative, and the Intermex Holders and Founding Shareholders party thereto. Capitalized terms
used herein but not otherwise defined shall have the meanings set forth in the Shareholders Agreement.
WHEREAS, Section 16 of the Shareholders Agreement provides that any provision of the Shareholders Agreement may be amended if such amendment is in
writing and signed by the Company, Intermex Representative and Sponsor.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and in the Shareholders
Agreement, the parties hereto agree as follows, effective as of the date hereof:
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Section 15(a) of the Shareholders Agreement shall be deemed amended to read in its entirety as follows:
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“a. This Agreement shall automatically terminate on the earliest of: (i) January 26th, 2023; (ii)
the date on which no person designated pursuant to Section 3 hereof (or a successor thereto) serves as a director of or observer to the Board; and (iii) the date on which the Company files a voluntary petition in bankruptcy or is adjudicated
bankruptcy or insolvent, or files any petition or answer or consent seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under the United States Bankruptcy Reform Act of 1978, as
amended, or any similar law under all applicable jurisdictions.”
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This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement, and shall become effective when
one or more counterparts have been signed by each of the parties. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, email in “portable document format” (“.pdf”) form, or by other electronic means
intended to preserve the original graphic and pictorial appearance of a document (including via DocuSign), will have the same effect as physical delivery of the paper document bearing the original signature.
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[Signature pages follow.]
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed and delivered on its behalf by its officers thereunto duly
authorized, all at or on the date and year first above written.
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INTERNATIONAL MONEY EXPRESS, INC.
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| By: | /s/ Robert Lisy | |
| Name: |
Robert Lisy | |
| Title: | President and Chief Executive Officer |
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INTERMEX REPRESENTATIVE:
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| By: | /s/ Adam Godfrey | |
| Name: |
Adam Godfrey | |
| Title: |
Authorized Signatory |
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SPONSOR:
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| FINTECH INVESTOR HOLDINGS II, LLC | ||
| By: | /s/ Amanda Abrams | |
| Name: | Amanda Abrams | |
| Title: |
Manager |
[Signature page to Amendment to Shareholders Agreement]