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 28,
2021 (July 22, 2021)
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 |
(Commission
File
Number) |
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(IRS
Employer
Identification No.) |
56B 5th Street, Lot 1
Carmel by the Sea, CA 93921
(Address of principal executive offices)
(866) 477-4729
(Registrant’s telephone number, including area code)
(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) |
|
☐ |
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)) |
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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 22, 2021, the board of directors (the “Board”) of
Innovative Payment Solutions, Inc. (the “Company”) appointed
Richard Rosenblum as President and Chief Financial Officer of the
Company. In addition, Mr. Rosenblum was elected to the board of
directors of the Company to serve until the Company’s next annual
meeting of shareholders.
Since its founding in 2004, Mr. Rosenblum has been Chief Executive
Officer and Principal at Harborview Capital Advisors LLC
(“Harborview”), which provided strategic advisory services
in the areas of capital formation, merchant banking and management
consulting. Additionally, Mr. Rosenblum has been the owner of
Harborview Property Management (“HPM”) for over twenty-five (25)
years, where he invests and manages domestic and international
commercial real-estate, and multi-family real-estate assets. From
2008 to 2014, Mr. Rosenblum was a Director, President and Executive
Chairman of Alliqua Biomedical Inc. (NASDAQ: ALQA), which developed
and marketed hydrogel manufacturing technology in the wound care
sector. His philanthropic and community-centered activities include
being a founding board member of the Dr. David Feit Memorial
Foundation (DFM), which for over 15 years raised money for the
benefit and support of youth activities. Since 2018, Mr. Rosenblum
has served on the Board of Directors of the Chilton Hospital
Foundation. Mr. Rosenblum graduated Summa Cum Laude from SUNY
Buffalo with a B.A. in Finance & Accounting.
There are no family relationships between Mr. Rosenblum and any of
the Company’s directors or executive officers and the Company has
not entered into any transactions with Mr. Rosenblum that are
reportable pursuant to Item 404(a) of Regulation S-K.
On July 27, 2021, the Company and Mr. Rosenblum entered into an
Executive Employment Agreement (the “Employment Agreement”),
pursuant to which Mr. Rosenblum will serve as the Company’s
President and Chief Financial Officer on a full time basis
effective as of July 1. The effectiveness of the Employment
Agreement is subject to the approval of the Employment Agreement by
the Board, unless earlier terminated as provided in the Employment
Agreement. The term of the Employment Agreement is until December
31, 2024. Mr. Rosenblum’s base salary will be $18,000 per month
commencing with the payroll beginning July 1, 2021. In addition,
the Employment Agreement provides that: (1) Mr. Rosenblum will be
eligible for a cash bonus as determined by the Board to the extent
the Company achieves (or exceeds) annual revenue or other financial
performance objectives established by the Board, in its sole
discretion, from time to time; and (2) the Company will grant to
Mr. Rosenblum options to purchase 10,000,000 shares of common stock
of the Company at a per share exercise price equal to the fair
market value of the Company’s common stock, as reflected in the
closing price of the Company’s common shares on the OTC exchange
or, in the event the stock is uplisted, on the NASDAQ exchange, on
the date of grant (the “Options”)”. Fifty percent (50%) of the
shares subject to the Options shall vest on the grant date and the
other 50% of the shares subject to the Option shall vest at the
rate of 1/36 per month over a three-year period. The Options will
be exercisable for a period of ten (10) years after the date of
grant and the Company shall provide for cashless exercise of the
Option by Executive. The Options are being granted pursuant to the
Company’s 2021 Stock Incentive Plan.
If Mr. Rosenblum’s employment with Company is terminated at any
time during the term of the Employment Agreement other than for
Cause (as defined in the Employment Agreement), or due to voluntary
termination, retirement, death or disability, then Mr. Rosenblum
shall be entitled to severance equal to fifty percent (50%) of his
annual base salary rate in effect as of the date of termination. If
Mr. Rosenblum’s employment with Company is terminated at any time
during the term of the Employment Agreement other than for Cause
(as defined in the Employment Agreement), or due to voluntary
termination, retirement, death or disability, within 12 months
following an Acquisition (as defined in the Employment Agreement),
then Mr. Rosenblum shall be entitled to severance equal to 100% of
his annual base salary rate in effect as of the date of
termination. Severance payments shall be subject to execution and
delivery of a general release in favor of the Company.
In addition, the Company and Mr. Rosenblum entered into an
Indemnification Agreement (the “Indemnification Agreement”),
pursuant to which the Company agreed to indemnify Mr. Rosenblum to
indemnify Indemnitee to the fullest extent permitted by or under
the Nevada Corporation Law in respect of claims, including
third-party claims and derivative claims and provides for
advancement of expenses.
The preceding description of the Employment Agreement and
Indemnification Agreement is a summary of its material terms, does
not purport to be complete, and is qualified in its entirety by
reference to the Employment Agreement and Indemnification
Agreement, copies of which are being filed as Exhibits 10.1 and
10.2 to this Current Report on Form 8-K and are incorporated herein
by reference.
On July 28, 2021, the Company issued a press release announcing the
appointment of Mr. Rosenblum as President and Chief Financial
Officer of the Company. A copy of the press release is furnished as
Exhibit 99.1 to this current report on Form 8-K.
Item
9.01. Financial Statements
and 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:
July 28, 2021 |
By: |
/s/
William Corbett |
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Name: |
William
Corbett |
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Title: |
Chairman
and CEO |
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