8-K

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

April 10, 2020

Date of Report (Date of earliest event reported)

Priority Technology Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (800) 935-5961

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐      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:

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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On April 10, 2020, Priority Technology Holdings, Inc. issued a press release announcing the promotions of the following into new leadership positions:

A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

The registrant and the three individuals listed above in Item 5.02(c) are relying on the SEC orders under Section 36 of the Securities Exchange Act of 1934 granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (Release No. 34-88318 on March 4, 2020 and Release No. 34-88465 on March 25, 2020).

Due to COVID-19, most of the registrant's employees are working from home-based locations. These three individuals and most other employees of the registrant reside in localities where travel away from home has been restricted. This situation has resulted in difficulties with obtaining new EDGAR filing codes for the three individuals, including limited access to scanning and printing devices and other support. The EDGAR filing codes are necessary in order to timely file Form 3 with the Securities and Exchange Commission. The Form 3 filing requirements will be completed within 45 days of the original due dates. None of the three individuals owns more than 5% of the registrant's issued and outstanding common stock.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit Number      Description

99.1

Press Release of Priority Technology Holdings, Inc. dated April 10, 2020.

104               The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

		Exhibit

Exhibit 99.1

Investor and Media Inquiries:

Chris Kettmann

773-497-7575

ckettmann@lincolnchurchilladvisors.com

Priority Technology Holdings, Inc. Announces Leadership Promotions

ALPHARETTA, Ga.--Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority”), a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, promoted the following into new leadership positions:

“Our management team is among the best in our industry and these leaders deliver great results every day to our customers, partners and internal teams by remaining focused on our core values and strategic mission,” said Thomas Priore, Executive Chairman and CEO of Priority. “These leaders have greatly contributed to the success of our organization and I look forward to working with them in the future as Priority continues to grow and execute its strategy.”

About Priority Technology Holdings, Inc.

Priority is a leading provider of merchant acquiring, integrated payment software and commercial payment solutions, offering unique product and service capabilities to its merchant network and distribution partners. Priority’s enterprise operates from a purpose-built business platform that includes tailored customer service offerings and bespoke technology development, allowing the Company to provide end-to-end solutions for payment and payment-adjacent opportunities. Additional information can be found at www.PRTH.com.

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