Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
August 08 2024 - 4:46PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 8, 2024
Registration No. 333-281353
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAYSIGN, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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95-4550154 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
2615 St. Rose Parkway
Henderson, Nevada 89052
(Address of Principal Executive Offices) (Zip Code)
PAYSIGN, INC.
2023 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Mark R. Newcomer
Chief Executive Officer
Paysign, Inc.
2615 St. Rose Parkway
Henderson, Nevada 89052
(Name and Address of Agent for Service)
(702) 453-2221
(Telephone Number, Including Area Code, of Agent
for Service)
Copy to:
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road, Suite 800
Phoenix, Arizona 85016
(602) 445-8000
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 |
☐ |
|
Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
Accelerated filer |
☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
Explanatory
Note
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 (this “Amendment No. 1”) is being filed solely to correct a clerical error that resulted in a missing signature on Exhibit
23.1, consent of Moss Adams LLP, independent registered public accounting firm, included as an exhibit to the Registration Statement on
Form S-8 (File No. 333-281353) filed with the Securities and Exchange Commission on August 7, 2024 (the “Original Filing”).
This Amendment No. 1 (i) includes an updated Exhibit 23.1 with the missing signature and (ii) updates Part II – Information Required
in the Registration Statement—Item 8, Exhibits.
Except as described above, this Amendment No. 1 does not update, amend
or modify any other information, statement or disclosure contained in the Original Filing.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 8. Exhibits.
+
* |
Previously filed.
Filed herewith. |
(1) |
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 9, 2023 (File Number 001-38623). |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Henderson, State of Nevada, on
August 8, 2024.
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PAYSIGN, INC. |
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By: |
/s/ Mark R. Newcomer |
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Mark R. Newcomer |
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|
Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
Title |
Date |
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|
|
/s/ Mark R.
Newcomer |
Chief Executive Officer, President, Director and Chairman
(Principal Executive Officer) |
August 8, 2024 |
Mark R. Newcomer |
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|
* |
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
August 8, 2024 |
Jeff Baker |
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* |
Chief Payments Officer and Director |
August 8, 2024 |
Matthew Lanford |
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* |
Executive Vice President and Director |
August 8, 2024 |
Joan M. Herman |
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* |
Director |
August 8, 2024 |
Dan R. Henry |
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* |
Director |
August 8, 2024 |
Bruce Mina |
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* |
Director |
August 8, 2024 |
Jeffrey B. Newman |
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* |
Director |
August 8, 2024 |
Dennis Triplett |
* By: |
/s/ Mark R. Newcomer |
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Name: Mark R. Newcomer |
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Title: Attorney-in-fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Paysign, Inc. of our report dated March 27, 2024, relating to the consolidated financial statements, appearing in
the Annual Report on Form 10-K of Paysign, Inc. for the year ended December 31, 2023, filed with the Securities and Exchange
Commission.
/s/ Moss Adams LLP
Dallas, Texas
August 7, 2024
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