Sezzle Inc. (Form: 8-K, Received: 07/12/2022 17:04:16)

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): July 11, 2022

Sezzle Inc.
(Exact name of registrant as specified in its charter)

Delaware	000-56267	81-0971660
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

251 N. 1st Ave.

Suite 200

Minneapolis, MN 55401

(Address of principal executive offices, including zip code)

+1 (651) 504-5402
(Registrant’s telephone number, including area code)

Not Applicable
(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:

☐

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)

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.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

In this report, “Sezzle Inc.,” “Sezzle,” “Company,” “we,” “us” and “our” refer to Sezzle Inc., and/or one or more of our wholly-owned subsidiaries, unless the context otherwise provides.

Item 1.01 Entry into a Material Agreement

The disclosure set forth below under item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on February 28, 2022, Sezzle Inc., a Delaware public benefit corporation (“Sezzle”), entered into an Agreement and Plan of Merger with Zip Co Limited, an Australian public company limited by shares (“Zip”), and Miyagi Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Zip (“Merger Sub” and together with Sezzle and Zip, the “Parties”). On July 11, 2022, the Parties entered into a Termination Agreement (the “Termination Agreement”), dated as of July 11, 2022, pursuant to which the Parties agreed by mutual consent to terminate the Merger Agreement and the other Transaction Agreements (including the Parent Support Agreements and the Company Support Agreements (each as defined in the Merger Agreement)). Pursuant to the Termination Agreement, Sezzle received from Zip U.S. $11 million substantially concurrently with the execution of the Termination Agreement, to cover, among other things, Sezzle’s legal, accounting, and other costs associated with the transaction. Additionally, pursuant to the Termination Agreement, subject to certain exceptions set forth therein, Zip and Sezzle released each other, and each other’s former and current subsidiaries, equity holders, stockholders, controlling persons, directors, officers, employees, agents, advisors, affiliates, and others specified in the Termination Agreement, from any and all past, present or future liabilities, actions, causes of action, claims, damages, demands and obligations that arise from or out of, are based upon, or are in connection with the Transaction Agreements or the transactions contemplated thereby.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

On July 11, 2022, Sezzle issued a press release announcing the termination of the Merger Agreement. The press release contained disclosures reporting on certain financial and operating results of the Company for the quarter ended June 30, 2022 (the “Preliminary Second Quarter Estimated Financial Results”). A copy of the press release is attached hereto as Exhibit 99.1 and the Preliminary Second Quarter Estimated Financial Results contained therein are incorporated by reference herein.

The Preliminary Second Quarter Estimated Financial Results are subject to the completion of the Company’s customary quarter-end financial closing procedures, including management’s review and finalization of its unaudited financial statements for three and six month period ended June 30, 2022, as well as review procedures by the Company’s independent registered public accounting firm of such unaudited financial statements, which have not yet been completed. Therefore, the Preliminary Second Quarter Estimated Financial Results should not be viewed as a substitute for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

The information in this Item 2.02 (including the Preliminary Second Quarter Estimated Financial Results in Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events

The press release announcing the termination of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1, is incorporated by reference herein (except for the Preliminary Second Quarter Estimated Financial Results contained therein).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Termination Agreement, dated July 11, 2022, by and among Sezzle Inc., Zip Co Limited and Miyagi Merger Sub, Inc.
99.1		Press Release, dated July 11, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	SEZZLE INC.

Date: July 12, 2022	By:	/s/ Charles Youakim
		Charles Youakim
		Chief Executive Officer

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of July 12, 2022, Sydney Time, is by and among Zip Co Limited, an Australian public company limited by shares (“Parent”), Miyagi Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Sezzle Inc., a Delaware public benefit corporation (the “Company” and, together with Parent and Merger Sub, the “Parties,” and each a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).

WHEREAS, Parent, Merger Sub, and the Company entered into that certain Agreement and Plan of Merger, dated as of February 28, 2022 (as amended from time to time, the “Merger Agreement”); and

WHEREAS, the Parties desire to terminate the Merger Agreement and release each other from certain liabilities and obligations on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

Termination. Effective upon receipt by the Company of the Reimbursement Amount (as defined below) from Parent (the “Termination Time”), and without further action by any Party, the Merger Agreement, including all schedules and exhibits thereto, and all transaction agreements contemplated thereby or entered into pursuant thereto (collectively, the “Transaction Documents”) are hereby terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”), including any provisions therein that purport to survive termination; provided that notwithstanding the foregoing or anything in the Merger Agreement or any other Transaction Document to the contrary, the Confidentiality Agreement and the Clean Team Agreement shall each survive the termination of the Merger Agreement and shall remain in full force and effect for the remainder of and in accordance with their respective terms (the Confidentiality Agreement and the Clean Team Agreement, collectively, the “Excluded Documents”).

Reimbursement Amount. In consideration of certain of the agreements referenced herein and in light of the significant expenses incurred by the Company in connection with the transactions contemplated by the Merger Agreement, the Company Support Agreements, Parent Support Agreements and the other Transaction Documents, Parent agrees to pay or reimburse, or to cause to be paid or reimbursed, to the Company, substantially concurrently with the execution and delivery of this Agreement, eleven million U.S. dollars ($11,000,000) (the “Reimbursement Amount”), by wire transfer of immediately available funds to an account designated in writing by the Company prior to the execution hereof. Parent agrees to provide same day wire transfer confirmation or other industry standard evidence to substantiate payment.

Mutual Release; Disclaimer of Liability.

(a)

Effective as of the Termination Time, the Company, for and on behalf of itself and the Company Related Parties (as defined below), hereby unequivocally, irrevocably, knowingly and voluntarily releases and discharges Parent and any of its former and current subsidiaries (including Merger Sub), equity holders, stockholders, controlling persons, directors, officers, employees, agents, advisors, Affiliates, members, managers, general or limited partners, spouses, heirs, trusts, trustees, successors, assignees, and any former or current subsidiary, equity holder, stockholder, controlling person, director, officer, employee, spouse, heir, trust, trustee, agent, advisor, Affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, the “Parent Related Parties”), from any and all past, present or future liabilities, actions, causes of action, claims, damages, demands, obligations, defenses, affirmative defenses, setoffs and counterclaims of any kind or nature, at law, in equity or otherwise, asserted or that could have been asserted, under the Merger Agreement or the other Transaction Documents, under any applicable Law or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, that in any way arise from or out of, are based upon, or are in connection with: (i) the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; (ii) any breach, non-performance, action or failure to act under any of the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; (iii) the events leading to the negotiation and execution of this Agreement and the Termination; (iv) any deliberations or negotiations in connection with the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; and (v) any SEC or ASX filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the transactions contemplated by the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents (collectively, the “Company Released Claims”); provided, however, that the Company does not release claims for any breach of this Agreement, to enforce this Agreement, or claims arising under, based upon, or in connection with the Excluded Documents.

(b)

Effective as of the Termination Time, Parent, for and on behalf of itself and the Parent Related Parties, hereby unequivocally, irrevocably, knowingly and voluntarily releases and discharges the Company, and any of its former and current subsidiaries, equity holders, stockholders, controlling persons, directors, officers, employees, agents, advisors, Affiliates, members, managers, general or limited partners, spouses, heirs, trusts, trustees, successors, assignees, and any former or current subsidiary, equity holder, stockholder, controlling person, director, officer, employee, spouse, heir, trust, trustee, agent, advisor, Affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing (collectively, the “Company Related Parties” and, together with the Parent Related Parties, the “Related Parties”), from any and all past, present or future liabilities, actions, causes of action, claims, damages, demands, obligations, defenses, affirmative defenses, setoffs and counterclaims of any kind or nature, at law, in equity or otherwise, asserted or that could have been asserted, under the Merger Agreement or the other Transaction Documents, under any applicable Law or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, that in any way arise from or out of, are based upon, or are in connection with: (i) the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; (ii) any breach, non-performance, action or failure to act under any of the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; (iii) the events leading to the negotiation and execution of this Agreement and the Termination; (iv) any deliberations or negotiations in connection with the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents; and (v) any SEC or ASX filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the transactions contemplated by the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents (collectively, the “Parent Released Claims” and, together with the Company Released Claims, the “Released Claims”); provided, however, that Parent does not release claims for any breach of this Agreement, to enforce this Agreement, or claims arising under, based upon, or in connection with the Excluded Documents.

(c)

It is understood and agreed that, except as provided in Sections 3(a) and 3(b), the preceding paragraphs are a full and final release covering all known as well as unknown or unanticipated debts, claims, liabilities, obligations or damages of each of the Parties and their respective Related Parties relating in any way to or arising in any way out of the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents. Therefore, each of the Parties expressly waives any rights it may have under any statute, common law principle or in equity under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other, including, without limitation, Section 1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their intention hereby to fully, finally and forever settle and release all of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.

Covenant Not to Sue. Effective as of the Termination Time, and except as provided in the provisos set forth in Sections 3(a) and 3(b), each Party, on behalf of itself and its respective Related Parties, hereby covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the investigation, filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 4 shall survive this Agreement indefinitely regardless of any statute of limitations. Except as provided in the provisos set forth in Sections 3(a) and 3(b), each Party (in such capacity, the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party (the “Indemnified Party”) for all losses, damages, claims, expenses, costs, fees, and other liabilities that the Indemnified Party may incur if the Indemnifying Party or any Related Party of the Indemnifying Party initiates any suit, arbitration, mediation or claim against the Indemnified Party with respect to any Released Claim.

Non-Disparagement. Effective as of the Termination Time, and except as provided in the provisos set forth in Sections 3(a) and 3(b), each Party agrees to not, directly or indirectly, make, or assist the making of, or ratify any statement, public or private, oral or written (including concerning this Agreement, the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents, the participation or involvement of the Parties in the transactions contemplated by the Merger Agreement, the Company Support Agreements, the Parent Support Agreements or the other Transaction Documents or the reasons for or any of the events or circumstances surrounding the termination of the transactions contemplated by the Transaction Documents, including the payment of the Reimbursement Amount) to or (in the case of such assisting or ratifying) by any third-party that disparages, or could reasonably be interpreted to disparage, the other Parties, their respective Related Parties or their businesses or operations; provided, however, that nothing herein will prevent a Party from making any statement: (a) in the ordinary course of business and unrelated to this Agreement, the Merger Agreement, the other Transaction Documents, the Contemplated Transactions and the Termination; and/or (b) that is a truthful statement that is required by applicable Law.

ASX Announcement and Publicity. Each Party agrees that the only ASX announcement and press release to be issued by the Parties in connection with this Agreement shall be in the forms attached hereto as Exhibit A and Exhibit B, respectively (other than ASIC Forms 605 ‘Notice of ceasing to be a substantial holder’ and any ASX Appendix Forms required to be released by a Party in connection with the Termination). Each Party agrees that their respective ASX announcement and press release will be issued immediately after signing this Agreement and no later than 10:00 a.m. Sydney Time, on July 12, 2022. Following the issuance of such initial ASX announcements and press releases, none of Parent, Merger Sub nor the Company shall issue any other ASX announcement, press release or make any other public statement, announcement or communication (including communications with any Governmental Body (including state regulators)) with respect to this Agreement, the other Parties or the transactions contemplated hereby, the Merger Agreement or the transactions contemplated thereby, the Company Support Agreements or the transactions contemplated thereby, the Parent Support Agreements or the transactions contemplated thereby or the other Transaction Documents (including any communication filed by the Company with the U.S. Securities and Exchange Commission, other than a Form 8-K in the form attached hereto as Exhibit C and factual statements in filings made by the Company with the SEC that are consistent with prior public statements that were permitted to be made under this Agreement), prior to providing the other Parties reasonable opportunity to review and comment upon such public statement, announcement or communication, and receiving prior written approval from such other Party with respect to such public statement, announcement or communication, except as required by applicable Law, including the ASX Listing Rules (in which case, such Party must, only to the extent practicable, provide such other Party reasonable opportunity to review and comment upon such public statement, announcement or communication). Each Party shall incorporate any reasonable comments received from such other Party prior to issuing any such public statement, announcement or communication, except where such public statement, announcement or communication is required to be issued by applicable Law, including the ASX Listing Rules (in which case, such Party must, only to the extent practicable, incorporate any reasonable comments received from such other Party prior to issuing any such public statement, announcement or communication).

Representations and Warranties. Each Party represents and warrants to the other that: (a) such Party has all requisite corporate or other similar power and authority to enter into this Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Destruction of Evaluation Material. Within five (5) Business Days following the Termination Time, each of the Company and Parent, shall, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to, destroy or return to the Disclosing Party (as defined below) all Evaluation Material (as defined in the Confidentiality Agreement) (and any copies, notes, translation or extracts thereof, including without limitation, all Evaluations Materials in electronic form or on any computer or device) furnished to the Company or Parent (each, a “Receiving Party”) or its Representatives by or on behalf of the disclosing Party (each, a “Disclosing Party”) or its Representatives and all Evaluation Material (any copies, notes, translation or extracts thereof, including without limitation, all Evaluations Materials in electronic form or on any computer or device) that is otherwise in possession of a Receiving Party or its Representatives; provided that a Receiving Party and its Representatives may retain and not destroy Evaluation Material solely to the extent expressly permitted by Section 8 of the Confidentiality Agreement; and each of the Company and Parent shall certify to the other Party such Party’s compliance with this Section 8.

Further Assurances. Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Governmental Body or under any Antitrust Laws, in each case to the extent applicable, in connection with the transactions contemplated by the Transaction Documents.

10.

Third-Party Beneficiaries. Except for the provisions of Section 3, Section 4 and Section 5, with respect to which each Related Party is expressly intended to be a third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.

11.

Entire Agreement. This Agreement, together with the Excluded Documents, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of them with respect to the subject matter hereof.

12.

Expenses. Except as otherwise expressly provided herein, each Party shall pay its own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the Merger Agreement and the other Transaction Documents, and the performance of its obligations hereunder and thereunder.

13.

Miscellaneous. The provisions of Sections 8.02 (Amendment), 8.03 (Waiver), the second sentence of Section 8.05 (Entire Agreement; Counterparts), 8.06 (Applicable Law; Jurisdiction), 8.07 (Waiver of Jury Trial), 8.08 (Assignability), 8.10 (Notices), 8.12 (Other Definitional Provisions), 8.13 (Severability) and 8.14 (Specific Performance) of the Merger Agreement shall apply to this Agreement, mutatis mutandis.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above.

	Zip Co Limited

	By:	/s/ David Tyler
	Name:	David Tyler
	Title:	Global General Counsel

	Miyagi Merger Sub, Inc.

	By:	/s/ David Tyler
	Name:	David Tyler
	Title:	Secretary

[Signature Page to Termination Agreement]

	Sezzle Inc.

	By:	/s/ Paul Purcell
	Name:	Paul Purcell
	Title:	Director

[Signature Page to Termination Agreement]

Exhibit A

Parent ASX Announcement and Press Release

[See attached.]

A-1

Exhibit B

Company ASX Announcement and Press Release

[See attached.]

B-1

Exhibit C

Company Form 8-K

[See attached.]

C-1

Exhibit 99.1

12 July 2022

ASX RELEASE

Company Announcements Platform

Sezzle and Zip Mutually Agree to Terminate Proposed Merger

Sezzle Provides Preliminary 2Q22 Results

Sezzle Inc. (ASX:SZL) (Sezzle or Company) // Sezzle and Zip Co Limited (ASX:ZIP) (“Zip”) have mutually agreed to terminate the agreement and plan of merger signed on 28 February 2022 (the “Merger Agreement”). The termination is effective immediately. As part of the mutual termination, Sezzle will receive from Zip U.S. $11 million, to cover, among other things, Sezzle’s legal, accounting, and other costs associated with the transaction.

“While we were excited by the potential of this transaction, our Board and management team are laser-focused on our strategy and execution,” stated Charlie Youakim, Co-founder, Executive Chairman, and CEO of Sezzle. “We remain dedicated to driving toward profitability and free cash flow and believe this is the best outcome for our shareholders.”

Preliminary results for the second quarter ended 30 June 2022:

●

Second quarter Underlying Merchant Sales (UMS) is expected to be within the range of US$415.0 million to US$420.0 million.

●

Total Income for the second quarter is expected to be within the range of US$28.5 million to US$29.5 million.

●

Second quarter Total Income less Transaction Related Costs¹ is expected to be within the range of US$8.5 million to US$9.5 million.

●

The Company is well-positioned with approximately US$71.0 million of cash on hand and availability on its line of credit facility as of 30 June 2022 (not including the US$11.0 million reimbursement to be received from Zip subsequent to quarter end).

¹	Transaction Related Costs is a non-GAAP financial measure equal to the sum of Transaction Expense, Provision for Uncollectible Accounts, and Net Interest Expense.

Sezzle Inc. (ASX:SZL) | ARBN 633 327 358 | sezzle.com | 251 1st Ave N, Suite 200, Minneapolis, MN 55401

Preliminary Second Quarter Estimated Results (US$ in millions) (Unaudited)

	Quarter Ended	Quarter Ended
	30 June 2022	30 June 2021
Underlying Merchant Sales	$415.0 to $420.0	$411.1
Total Income	$28.5 to $29.5	$27.8
Total Income Less Transaction Related Costs¹	$8.5 to $9.5	$3.2

1.	Transaction Related Costs is a non-GAAP financial measure equal to the sum of Transaction Expense, Provision for Uncollectible Accounts, and Net Interest Expense

The Company will provide more detailed releases regarding its’ second quarter results on 29 July 2022 (Sydney time) in the Appendix 4C on the ASX and on 15 August 2022 (New York time) on Form 10-Q with the SEC.

This announcement was approved by the Company’s CEO and Executive Chair, Charlie Youakim, on behalf of the Sezzle Inc. Board.

Contact Information

For more information about this announcement:

Lee Brading, CFA	Justin Clyne	Erin Foran
Investor Relations	Company Secretary	Media Enquiries
+651 240 6001	+61 407 123 143	+651 403 2184
InvestorRelations@sezzle.com	jclyne@clynecorporate.com.au	Erin.foran@sezzle.com

About Sezzle Inc.

Sezzle is a fintech company on a mission to financially empower the next generation. Sezzle’s payment platform increases the purchasing power for millions of consumers by offering interest-free installment plans at online stores and select in-store locations. Sezzle’s transparent, inclusive, and seamless payment option allows consumers to take control over their spending, be more responsible, and gain access to financial freedom.

For more information visit sezzle.com.

Sezzle’s CDIs are issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers of securities which are made outside the US. Accordingly, the CDIs have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. As a result of relying on the Regulation S exemption, the CDIs are ‘restricted securities’ under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US or to a US person who is not a QIB for the foreseeable future, unless the re-sale of the CDIs is registered under the Securities Act or another exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a FOR Financial Product designation on the ASX. This designation restricts any CDIs from being sold on ASX to US persons excluding QIBs. However, you are still able to freely transfer your CDIs on ASX to any person other than a US person who is not a QIB. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.

Sezzle Inc. (ASX:SZL) | ARBN 633 327 358 | sezzle.com | 251 1st Ave N, Suite 200, Minneapolis, MN 55401

Forward-Looking Statements

This press release includes “forward-looking statements” and information, including statements regarding the Company’s preliminary estimated results of operations for its second quarter of 2022 and the Company’s strategy and results of operations and financial condition, including anticipated profitability and free cash flow. When used in this press release, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in the section “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. There is a risk that such predictions, estimates, projections, and other forward-looking statements will not be achieved. Nevertheless, and despite the fact that management’s expectations and estimates are based on assumptions management believes to be reasonable and data management believes to be reliable, the Company’s actual results, performance or achievements are subject to future risks and uncertainties, any of which could materially affect the Company’s actual performance. Risks and uncertainties that could affect such performance include, but are not limited to: impact of the “buy-now, pay-later” (“BNPL”) industry becoming subject to increased regulatory scrutiny; impact of operating in a highly competitive industry; impact of macro-economic conditions on consumer spending; the Company’s ability to increase the Company’s merchant network, the Company’s base of consumers and UMS; the Company’s ability to effectively manage growth, sustain the Company’s growth rate and maintain the Company’s market share; the Company’s ability to meet additional capital requirements; impact of exposure to consumer bad debts and insolvency of merchants; impact of the integration, support and prominent presentation of the Company’s platform by the Company’s merchants; impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; impact of key vendors or merchants failing to comply with legal or regulatory requirements or to provide various services that are important to the Company’s operations; impact of the loss of key partners and merchant relationships; impact of exchange rate fluctuations in the international markets in which the Company operates; the Company’s ability to protect the Company’s intellectual property rights; the Company’s ability to retain employees and recruit additional employees; impact of the costs of complying with various laws and regulations applicable to the BNPL industry in the United States and the international markets in which the Company operates; and the Company’s ability to achieve the Company’s public benefit purpose and maintain its B Corporation certification; the other factors identified in the “Risk Factors” section of the 2021 Form 10-K.

The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described in the section “Risk Factors” included in the 2021 Form 10-K. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by these cautionary statements. These cautionary statements should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the cautionary statements in this section, to reflect events or circumstances after the date of this press release.

Sezzle Inc. (ASX:SZL) | ARBN 633 327 358 | sezzle.com | 251 1st Ave N, Suite 200, Minneapolis, MN 55401