Current Report Filing (8-k)
November 04 2019 - 6:02AM
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):
November 1, 2019
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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4768 Park Granada, Suite 200
Calabasas, CA 91302
(Address of principal executive offices)
(818) 864-8404
(Registrant’s telephone number, including
area code)
QPAGOS
Paseo del la Reforma 404 Piso 15 PH
Col. Juarez, Del. Cuauhtemoc
Mexico, D.F. C.P. 06600
(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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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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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. ☐
Securities registered pursuant to Section
12(b) of the Act:
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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Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On November 1, 2019, Innovative Payment
Solutions, Inc. (formerly known as QPAGOS, the “Company”) filed an amendment to its articles of incorporation with
the Secretary of State of the State of Nevada to change its corporate name change from “QPAGOS” to “Innovative
Payment Solutions, Inc.” (the “Amended Certificate”). Also on November 1, 2019, immediately following the effectiveness
of the Amended Certificate, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate
of Change”) to effect a reverse split of Company’s common stock at a ratio of 1-for-10 (the “Reverse Stock Split”)
, effective at 12:01 am on November 1, 2019. As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock
outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and
the number of outstanding shares common stock will be reduced from 320,477,867 shares to 32,047,787 shares (subject to rounding
of fractional shares).
No fractional shares will be issued in
connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they
hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 10, will, in lieu of
a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share
of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result
of the Reverse Stock Split.
The above description of the Amended Certificate and Certificate
of Change and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference
to the Amended Certificate and Certificate of Change as filed with the Secretary of State of the State of Nevada on October 31,
2019, a copy of each of which is attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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: November 1, 2019
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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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