Annual report
Page 1
X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10 - K For the transition period from Delaware ( State or other jurisdiction of incorporation or organization ) 40 Burton Hills Blvd. , Suite 415 Nashville , TN ( Address of principal executive offices ) Large accelerated filer Non - accelerated filer to Commission file number : 001-38532 ■ i3 Verticals , Inc. ( Exact name of registrant as specified in its charter ) 82-4052852 ( I.R.S. Employer Identification No. ) Name of each exchange on which registered Nasdaq Global Select Market Registrant's telephone number , including area code : ( 615 ) 465-4487 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Trading Symbol ( s ) . Class A Common Stock , $ 0.0001 Par Value IIIV Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes o No x Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No o 37215 ( Zip Code ) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No o 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 . Accelerated filer Smaller reporting company X ☐ 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No As of March 31 , 2021 , the last business day of the registrant's most recently completed second fiscal quarter , the aggregate market value of the Class A common stock held by non - affiliates was approximately $ 678.5 million based on the number of shares of Class A common stock held by non - affiliates and the closing price of the Class A common stock on the Nasdaq Global Select Market on such date . The determination of affiliate status for purposes of the foregoing calculation is not necessarily a conclusive determination for any other purpose . As of November 19 , 2021 , there were 22,038,723 outstanding shares of Class A common stock , $ 0.0001 par value per share , and 10,229,142 outstanding shares of Class B common stock , $ 0.0001 par value per share . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III hereof .