i3 Verticals Inc

Current report

Rapidly evolving domestic and global conditions which are beyond our control could materially adversely affect our business, operations, and results of operations.

Current report

U.S. and international markets are experiencing uncertain and volatile economic and geopolitical conditions, including from the impacts of military conflict in the Middle East, Russian aggression in Ukraine, the current dispute between India and Pakistan, tariff and trade-related developments, budgetary and political pressures to reduce government spending, sustained inflation, elevated interest rate levels, threats or concerns of recession, and supply chain disruptions.

Current report

For example, the U.S. government has recently imposed tariffs on certain foreign products and has raised the possibility of imposing significant, additional tariff increases, which has resulted in a deterioration of trade relations of the United States with various countries, including Canada. In connection therewith, we have business operations in Canada, and the determination of Canadian governmental authorities or businesses to cancel or not renew contracts, or otherwise reduce business, with U.S. companies as a result of current trade tensions with the United States, as has been advocated by certain Canadian governmental authorities, could adversely impact our financial results.

Current report

Additionally, we have a significant number of employees in India who assist us in various respects, primarily in connection with the development of intellectual property. In the event that the current dispute between India and Pakistan escalates, this could limit the ability of these employees to assist us for a significant period of time, disrupt our operations, and otherwise adversely impact our business and financial results.

Current report

Further, there is ongoing uncertainty regarding government budget and spending levels as a result of political developments and other factors. In this regard, the current presidential administration has implemented the “Department of Government Efficiency,” an advisory commission focused on restructuring and streamlining government agencies and reducing or eliminating regulations and federal government programs and other expenditures, which has also given rise to separate efforts at the state level to reduce government spending. As a result of the fact that a significant portion of our revenue is received from state and local governmental authorities, reductions in government spending at the state and local level could adversely impact our financial results and business.

Current report

These conditions make it extremely difficult for us to accurately forecast and plan future business activities. Moreover, if these business, macroeconomic or political conditions continue or worsen, our business, financial condition and results of operations could be materially adversely affected. In addition, our business, financial condition and results of operations could be materially adversely affected by outbreaks of illnesses, epidemics or pandemics, climate-related events, including extreme weather events and natural disasters, riots, strikes, civil insurrection or social unrest, terrorist or criminal activities, or other catastrophic events or other political and economic instability.

Current report

There are certain risks associated with the sale of our Healthcare RCM Business which was completed in May 2025.

Current report

In May 2025, we completed the sale of our Healthcare RCM Business. There is no assurance that we will be able to execute on our strategy in connection with, or realize the anticipated benefits from, the disposition of our Healthcare RCM Business. Moreover, there are post-closing risks associated with the ancillary agreements entered into by us at the closing, including the transition services agreement, the employee leasing agreement, and the restrictive covenant agreement. In addition, pursuant to the Healthcare RCM Purchase Agreement, we agreed to indemnify Infinx with respect to certain matters, which could result in liability to us following the closing. Further, we are now highly dependent on the success of our remaining Public Sector business.

Current report

Due to the sale of our Healthcare RCM Business, the Company’s consolidated financial statements included in this report and in prior periodic reports will not be comparable to the Company’s future consolidated financial results.

Current report

The consolidated financial statements of the Company included in this Quarterly Report on Form 10-Q and in the Company’s prior periodic reports do not include the results of the Healthcare RCM Business in discontinued operations and as such these results are included in continuing operations. Accordingly, the financial statements included in this report and in prior periodic reports will not be comparable to the consolidated financial statements included in future consolidated financial results of the Company, which will reflect the Healthcare RCM Business as discontinued operations.