Securities Registration Statement (s-1/a)
June 26 2020 - 9:16AM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on June 25, 2020
Registration No. 333-239327
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PAYSIGN, INC.
(Exact name of registrant as specified in
its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization)
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95-4550154
(I.R.S. Employer
Identification Number)
|
2615 St. Rose Parkway
Henderson, Nevada 89052
(404) 239-2863
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Robert Strobo
General Counsel and Chief Legal Officer
2615 St. Rose Parkway
Henderson, Nevada 89052
(702) 749-7261
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Brian Blaney, Esq.
Greenberg Traurig, LLP
2375 E Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 445-8322
Approximate date of commencement of proposed
sale to the public:
From time to time after this Registration
Statement becomes effective.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check
the following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. 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.
Large accelerated filer o
Non-accelerated filer x
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Accelerated filer o
Smaller reporting company x
Emerging growth company x
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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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Unit
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
|
|
|
|
|
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Common Stock, par value $0.001 per share
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1,514,166
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$7.35 (2)
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$11,129,120.10 (2)
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$1,444.56 (3)
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(1)
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Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable
number of additional shares of common stock as may be issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
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(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices
of the Registrant’s common stock on June 15, 2020, as reported on the Nasdaq Capital Market.
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(3)
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A filing fee in the amount of $1,444.56 was previously paid on June 19, 2020, upon the initial filing
of this Registration Statement.
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The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Paysign, Inc. (alternatively,
the “Registrant”, “we”, “us”, “our”, “our company” and “Paysign”)
is filing this Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement
No. 333-239327) (the “Registration Statement”) solely for the purpose of filing Exhibit numbers 5 and 23.2 and updating
the Item 17 undertakings. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the
Registration Statement, the signature page, and the filed exhibits. The prospectus is unchanged and therefore has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in
connection with the offering described in this registration statement will be as follows:
SEC registration fee
|
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$
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1,445
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Legal fees and expenses
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5,000
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Accounting fees and expenses
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15,000
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Printing expenses
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1,000
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Miscellaneous fees and expenses
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2,555
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Total
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25,000
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Item 14. Indemnification of Directors and Officers.
Under Article V.B of
our Articles of Incorporation, we are required to indemnify and hold harmless, to the fullest extent permitted by Nevada law, our
officers and directors. Furthermore, Article V.C of our Articles of Incorporation, we are required to advance any expenses of an
officer or director incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of
the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.
Under Article VII of
our Bylaws, we required to indemnify, to the fullest extent required by Nevada law, each director or officer who was or is a party
to, or is threatened to be made a party to, or is otherwise involved in, any proceeding, by reason of the fact that he or she is
or was our director or officer or member, manager, or managing member of a predecessor limited liability company or affiliate of
such limited liability company, or is or was serving in any capacity at our request as a director, officer, employee, agent, partner,
member, manager, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited
liability company, trust, or other enterprise or affiliate. Indemnification may not be made to or on behalf of an indemnitee if
a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud, or a knowing violation
of law and was material to the cause of action. Furthermore, we are required to advance expenses to an indemnitee in advance of
a final disposition of the proceeding.
The indemnification
provided by our Articles of Incorporation and Bylaws is not exclusive of any rights to which those indemnified may be entitled
under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
In addition, the registrant
maintains directors’ and officers’ liability insurance which insures against liabilities that its directors and officers
may incur in such capacities.
Item 15. Recent Sales of Unregistered Securities.
During the quarter
ended March 31, 2020, we issued, pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of
1933, a total of 428,558 shares of common stock for restricted stock shares previously earned and vested as well as 10,000 shares
of common stock for stock options exercised.
Item 16. Exhibits and Financial Statement Schedules.
* Filed herewith.
+ Previously filed.
(1)
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Incorporated by reference to our Registration Statement on Form 10 filed on September 16, 2010.
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(2)
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Incorporated by reference to our Current Report on Form 8-K filed on May 22, 2018.
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(3)
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Incorporated by reference to our Current Report on Form 8-K filed on September 9, 2019.
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(4)
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Incorporated by reference to our Form S-8 filed on March 29, 2019 (File Number 333-230634).
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(5)
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Incorporated by reference to our Form S-8 filed on March 29, 2019 (File Number 333-230632).
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(6)
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Incorporated by reference to our Form S-8 filed on August 22, 2019.
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(7)
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Incorporated by reference to our Form 10-K filed on April 3, 2020.
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Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser:
(i) If
the registrant is relying on Rule 430B:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933, shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
(d) The
undersigned hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For
purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Henderson, State of Nevada on the 25 day of
June, 2020.
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PAYSIGN, Inc.
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By:
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/s/ Mark Newcomer
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Name:
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Mark Newcomer, Chief Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Mark Newcomer
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Chief Executive Officer and Director (Principal Executive Officer)
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June 25, 2020
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Mark Newcomer
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/s/ Mark Attinger
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Chief Financial Officer (Principal Financial and Accounting
Officer)
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June 25, 2020
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Mark Attinger
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*
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Chief Technology Officer and Director
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June 25, 2020
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Daniel Spence
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*
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Chief Operating Officer and Director
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June 25, 2020
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Joan Herman
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*
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Director and Chairman
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June 25, 2020
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Dan Henry
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*
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Director
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June 25, 2020
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Bruce Mina
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*
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Director
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June 25, 2020
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Dennis Triplett
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*
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Director
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June 25, 2020
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Quinn Williams
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*By:
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/s/ Mark Attinger
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Mark Attinger
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Attorney-in-fact
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