Current Report Filing (8-k)
June 29 2020 - 2:08PM
Edgar (US Regulatory)
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): June
24, 2020
Innovative Payment Solutions, Inc.
(Exact name of registrant as specified in
charter)
Nevada
(State or other jurisdiction of incorporation)
000-55648
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33-1230229
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(Commission File Number)
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(IRS Employer Identification No.)
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19355 Business Center Drive, #9
Northridge, CA 91324
(Address of principal executive offices)
(818) 864-8404
(Registrant’s telephone number, including
area code)
4768 Park Granada, Suite 200
Calabasas, CA 91302
(Former Name and Former Address)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act: None
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
þ 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 3.02 Unregistered sales of Equity Securities.
The information set forth below under Item
5.02 of this Current Report on Form 8-K regarding the restricted stock issued to William Corbett, the Chief Executive Officer Innovative
Payment Solutions, Inc. (the “Company”), under the Employment Agreement and Restricted Stock Agreement (as defined
below) is incorporated by reference into this Item 3.02.
The Company issued the restricted stock
to Mr. Corbett, in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”). The Company intends to rely on this exemption from registration for private placements
based in part on representations made by Mr. Corbett, including the representations with respect to his status as an accredited
investor, as such term is defined in Rule 501(a) of the Securities Act, and Mr. Corbett’s investment intent.
Item 5.02.
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective June 24, 2020, the Company entered
into an executive employment agreement with William Corbett (the “Employment Agreement”), to employ Mr. Corbett as
the Company’s Chief Executive Officer for a term of three (3) years, provide for an annual base salary of $150,000, provide
for a signing bonus of $25,000, structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000
EBITDA and additional performance bonus payments as may be determined by the Company’s board of directors. and provide for
severance in the event of a termination without cause in amount equal to equal to fifty percent (50%) of his annual base salary
rate then in effect, provided that if such termination without cause occurs after an Acquisition (as defined in the Employment
Agreement) of the Company, Mr. Corbett will be entitled to receive severance in an amount equal to equal to one-hundred percent
(100%) of his annual base salary rate then in effect.
The Employment Agreement provides for the
grant to Mr. Corbett of 5,123,750 shares of the Company’s common stock (the “Shares’), which are fully vested
and not subject to forfeiture, and the grant to Mr. Corbett of 15,371,250 shares of the Company’s common stock subject to
forfeiture.
On June 24, 2020, the Company entered into
a restricted stock agreement (the “Restricted Stock Agreement”) with Mr. Corbett pursuant to which the Company granted
him a restricted stock award (“RSA”) of 15,371,250 shares of the Company’s common stock, which forfeiture restriction
lapse 33%, 33% and 34% , respectively, on the first, second and third anniversary of the date of grant.
The Employment Agreement also provides
that the Company will enter into an indemnification agreement with Mr. Corbett to indemnify him, both in connection with his position
of employment with Company and in the discharge of his duties and responsibilities to Company, to the maximum extent allowed under
the laws of the State of Nevada.
On June 24, 2020, the Company entered into
an indemnification agreement with Mr. Corbett (the “Indemnification Agreement”) to indemnify him, in connection with
his position of employment with Company and in the discharge of his duties and responsibilities to Company, to the maximum extent
allowed under the laws of the State of Nevada. The Company is not be required or obligated to indemnify Mr. Corbett to extent it
would violate the Securities Act, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.
The foregoing descriptions of the Employment
Agreement, Restricted Stock Agreement and Indemnification Agreement are qualified in its entirety by reference to the copies of
the Employment Agreement, Restricted Stock Agreement and Indemnification Agreement filed as Exhibits 10.1, 10.2and 10.3 to this
Current Report on Form 8-K and are incorporated by reference in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
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Exhibits
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10.1
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Executive Employment Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020
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10.2
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Restricted Stock Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020
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10.3
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Indemnification Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24,, 2020
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SIGNATURES
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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INNOVATIVE PAYMENT SOLUTIONS, INC.
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Date: June 29, 2020
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By:
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/s/ William Corbett
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Name:
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William Corbett
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Title:
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Chief Executive Officer
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