S-8 1 iiiv-formsx82023evergreeni.htm S-8 Document

As Filed With the Securities and Exchange Commission on February 10, 2023
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________

i3 Verticals, Inc.
(Exact name of registrant as specified in its charter)
____________________________________
Delaware82-4052852
(State or other jurisdiction of
 incorporation or organization)
(I.R.S. Employer
 Identification No.)
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
(Address of Principal Executive Offices) (Zip Code)
____________________________________
i3 Verticals, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
____________________________________
Paul Maple
General Counsel and Secretary
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
(615) 465-4487
(Name, address and telephone number, including area code, of agent for service)
____________________________________
Copies to:
Jay H. Knight
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, TN 37201
(615) 742-6200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act. ☐




                                                    

EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
This Registration Statement on Form S-8 is being filed to register an additional 1,325,173 shares of Class A common stock, par value $0.0001 (the “Class A common stock”), under the 2018 Equity Incentive Plan (the “2018 Plan”) of i3 Verticals, Inc. (the “Registrant”) as a result of a provision in the 2018 Plan providing that the total number of shares of Class A common stock reserved for issuance under the 2018 Plan will automatically increase on the first trading day of each calendar year in an amount equal to four percent (4%) of the outstanding shares of all classes of the Registrant’s common stock (including both Class A common stock and Class B common stock) on the last trading day in December of the immediately preceding calendar year, or by any lesser number as determined by the board of directors (the “Board”) of the Registrant.
The Registrant previously registered shares of Class A common stock under the 2018 Plan under Registration Statements on Form S-8 (File Nos. 333-225812, 333-229678, 333-236118, 333-252845, and 333-262721), filed with the Securities and Exchange Commission (the “Commission”) on June 22, 2018, February 14, 2019, January 28, 2020, February 8, 2021, and February 14, 2022, respectively (the “Prior Registration Statements”).
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.        Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the 2018 Plan, are hereby incorporated by reference and made a part of this Registration Statement on Form S-8.
The following documents filed by the Registrant with the Commission, pursuant to the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference and shall be deemed to be a part hereof from the date of filing of such document (except for information “furnished” under Items 2.02, 7.01, or 9.01 on Form 8-K or other information “furnished” to the SEC which is not deemed filed and not incorporated in this Form S-8, unless expressly stated otherwise):
(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (including information specifically incorporated by reference from our Definitive Proxy Statement on Schedule 14A relating to our February 24, 2023 annual meeting of stockholders, filed with the Commission on January 23, 2023) (File No. 001-38532), filed with the Commission on November 18, 2022;
(2)The Registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2022 (File No. 001-38532), filed with the SEC on February 9, 2023;
(3)The Registrant’s Current Reports on Form 8-K, filed with the Commission on October 4, 2022 (File No. 001-38532) and November 16, 2022 (File No. 001-38532); and
(4)The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38532), filed with the Commission on June 15, 2018, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be


deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof.
Notwithstanding the foregoing, information furnished (rather than filed) under Items 2.02, 7.01 and 9.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this Registration Statement or the related prospectus.
Item 8.        Exhibits.
Exhibit No.Description
* Filed herewith





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 10th day of February, 2023.
i3 Verticals, Inc.
By:/s/ Gregory S. Daily
Gregory S. Daily
Chairman of the Board and Chief Executive Officer
                                    
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory S. Daily and Clay Whitson, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Gregory S. Daily
Gregory S. Daily
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
February 10, 2023
/s/ Clay Whitson
Clay Whitson
Chief Financial Officer and Director (Principal Financial Officer)
February 10, 2023
/s/ Geoff Smith
Geoff Smith
Vice President of Finance
(Principal Accounting Officer)
February 10, 2023
/s/ Elizabeth Seigenthaler Courtney
Elizabeth Seigenthaler Courtney

Director
February 10, 2023
/s/ John Harrison
John Harrison

Director
February 10, 2023
/s/ Burton Harvey    
Burton Harvey

Director
February 10, 2023
/s/ Decosta Jenkins
Decosta Jenkins

Director
February 10, 2023
/s/ Timothy McKenna
Timothy McKenna

Director
February 10, 2023
/s/ David Morgan    
David Morgan

Director
February 10, 2023
/s/ David Wilds
David Wilds

Director
February 10, 2023