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): March 11, 2024
INTERNATIONAL MONEY EXPRESS, INC.
(Exact name of registrant as specified in charter)
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| Delaware | 001-37986 | 47-4219082 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 9100 South Dadeland Blvd., Ste. 1100, Miami, Florida | | 33156 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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) |
| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock ($0.0001 par value) | IMXI | The Nasdaq Capital 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. ☐
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 11, 2024, International Money Express, Inc. (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Robert W. Lisy (the “Stockholder”), the Company’s Chief Executive Officer, President and Chairman of the Board of Directors (the “Board”), for the purchase of 175,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in a privately-negotiated transaction (the “Share Repurchase”).
The price per share for the Share Repurchase equals $19.11, which represents a discount of 5.0% from the last reported sale price as reported on the Nasdaq Stock Market of the Company’s Common Stock on March 11, 2024, for a total purchase price of approximately $3.3 million. The Share Repurchase will be funded from the Company’s cash on hand. The Share Repurchase Agreement contains customary representations and warranties of the Company and the Stockholder.
The Share Repurchase represents a part of the Stockholder’s financial planning to diversify his investments.
The Share Repurchase and the Share Repurchase Agreement were approved by the Audit Committee of the Board, pursuant to authority delegated by the Board.
The foregoing description is qualified in its entirety by reference to the full text of the Share Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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| Item 9.01. | Financial Statements and Exhibits. |
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| Exhibit No. | | Description |
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| | Share Repurchase Agreement, dated March 11, 2024, between International Money Express, Inc. and Robert W. Lisy |
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| 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
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: March 12, 2024 | By: | /s/ Andras Bende |
| Name: | Andras Bende |
| Title: | Chief Financial Officer |
