UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Paid, Inc.
(Name
of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
69561N402
(CUSIP Number)
Allan
Pratt
79 Laurendale Ave.
Waterdown, Ontario L8B 0M6, Canada
(647) 883-6759
RYAN NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 27, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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Pratt Family Trust |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CANADA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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329,390 (1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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329,390 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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329,390 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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| (1) | Includes 900 Exchangeable Shares which are exchangeable into 320,400 shares of Common Stock. |
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1 |
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NAME OF REPORTING PERSON |
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1602256 Ontario Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CANADA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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26,717 (1) |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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26,717 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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26,717 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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| (1) | Includes 73 Exchangeable Shares which are exchangeable into 25,988 shares of Common Stock. |
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1 |
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NAME OF REPORTING PERSON |
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Barbara Pratt |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CANADA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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959,989 (1) |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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959,989 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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959,989 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.9% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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| (1) | Includes 2,623 Exchangeable Shares which are exchangeable into 933,788 shares of Common Stock. |
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1 |
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NAME OF REPORTING PERSON |
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Allan Pratt |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CANADA |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,062,284 (1), (3) |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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959,989 (2) |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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1,262,284 (1) |
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10 |
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SHARED DISPOSITIVE POWER |
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959,989 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,022,273 (1), (2), (3) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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46.8% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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| (1) | Includes 2,100 Exchangeable Shares which are exchangeable into 747,600 shares of Common Stock. |
| (2) | Includes 2,623 Exchangeable Shares which are exchangeable into 933,788 shares of Common Stock. |
| (3) | Includes 800,000 shares of Common Stock for which Mr. Pratt has been granted an irrevocable proxy to vote. |
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates
to the common stock, par value $0.001 per share (“Common Stock”), of Paid, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 225 Cedar Hill Street, Marlborough, Massachusetts 01752.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Pratt Family Trust, a Canadian trust, with respect to the Shares directly and beneficially owned
by it; |
| (ii) | 1602256 Ontario Limited, a Canadian limited company (“Ontario Ltd”), with respect to
the Shares directly and beneficially owned by it; |
| (iii) | Barbara Pratt (“Mrs. Pratt”), who serves as a Co-Trustee of the Pratt Family Trust
and a director and officer of Ontario Ltd; and |
| (iv) | Allan Pratt (“Mr. Pratt”), who serves as a Co-Trustee of the Pratt Family Trust and
a director and officer of Ontario Ltd. |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of the Reporting Person is 79 Laurendale Ave., Waterdown, Ontario L8B 0M6, Canada.
(c) The
principal business of the Pratt Family Trust is serving an estate planning purpose. The principal business of Ontario Ltd is providing
consulting services. Mrs. Pratt is a Co-Trustee of the Pratty Family Trust and a director and officer of Ontario Ltd. Mr. Pratt
is a Co-Trustee of the Pratt Family Trust and a director and officer of Ontario Ltd. Mr. and Mrs. Pratt are the only directors
and officers of Ontario Ltd.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Pratt
Family Trust and Ontario Ltd are organized under the laws of Canada. Mr. Pratt and Mrs. Pratt are citizens of Canada.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Except as otherwise
set forth herein, the shares of Common Stock beneficially owned by the Reporting Persons were acquired in connection with the Business
Combination (as defined and described in Item 4 below) and pursuant to coupon payments on shares of the Issuer’s preferred
stock that are no longer outstanding. Ontario Ltd purchased 73 Exchangeable Shares (as defined in Item 6 below), which may be exchanged
into 25,988 shares of Common Stock, with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) for approximately CAD$60,000, including brokerage commissions. 487,040 of the shares
of Common Stock directly beneficially owned by Mr. Pratt were acquired in connection with his service as an officer and director
of the Issuer.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
acquired beneficial ownership of shares of Common Stock in connection with the effectiveness of the business combination by and
among the Issuer, certain of its subsidiaries and emergeIT Inc. (“emergeIT”) on December 30, 2016 (the “Business
Combination”). Mr. Pratt was the co-founder, CEO and President of emergeIT, and subsequently served as the President and
CEO of the Issuer through February 2020.
Mr. Pratt also served
as a director of the Issuer until the Board of Directors (the “Board”) purportedly and invalidly voted to shrink the
size of the Board from five to three directors on March 27, 2020 and claimed that Mr. Pratt’s term expired on April 17, 2020,
without the holding of a meeting of stockholders of the Issuer. It is well settled law in Delaware that the Board lacks such authority.
Accordingly, the Reporting Persons believe that all actions of the Board since Mr. Pratt’s purported removal have been ultra
vires and invalid. The Reporting Persons are evaluating all available remedies with respect to this matter and intend to hold each
member of the Board accountable to the fullest extent permitted by law.
The Reporting Persons
caution the Board against taking any further actions, for which it lacks authority, prior to the composition of the Board being
properly reconstituted. For the avoidance of doubt, the Issuer must not, among other things, enter into any material agreements
or understandings, increase or decrease the amount of its outstanding share capital (other than exchanging Exchangeable Shares
for Common Stock upon requests by the existing holders of Exchangeable Shares), issue or modify any equity awards or enter into
any new executive employment arrangements.
On March 19, 2021,
Mr. Pratt filed a claim in the Ontario Superior Court of Justice against the Issuer and its subsidiary ShipTime Canada Inc. for
wrongful termination of employment.
Except as set forth
above or as would occur upon or in connection with completion of, or following, any of the actions set forth below, no Reporting
Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional shares of Common Stock, selling some or all of their shares of
Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, including
swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a) The
aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 6,455,164 shares of Common
Stock outstanding as of November 13, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s
quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. The Issuer has further disclosed
that it has reserved for issuance 2,213,608 shares of Common Stock with respect to the remaining 6,218 Exchangeable Shares outstanding,
and that such shares of Common Stock are considered issued and outstanding for reporting purposes.
As of the date hereof,
the Pratt Family Trust beneficially owned 329,390 shares of Common Stock, including 900 Exchangeable Shares which are exchangeable
into 320,400 shares of Common Stock, constituting approximately 5.1% of the shares of Common Stock outstanding.
As of the date hereof,
Ontario Ltd beneficially owned 26,717 shares of Common Stock, including 73 Exchangeable Shares which are exchangeable into 25,988
shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding.
As of the date hereof,
Mrs. Pratt directly beneficially owned 603,882 shares of Common Stock, including 1,650 Exchangeable Shares which are exchangeable
into 587,400 shares of Common Stock. Mrs. Pratt, as a Co-Trustee of the Pratt Family Trust, may be deemed to beneficially own the
329,390 shares of Common Stock beneficially owned by the Pratt Family Trust, and as a director and officer of Ontario Ltd, may
be deemed to beneficially own the 26,717 shares of Common Stock beneficially owned by Ontario Ltd, which, together with the 603,882
shares of Common Stock she directly beneficially owns, constitutes aggregate beneficial ownership of 959,989 shares of Common Stock,
representing approximately 14.9% of the shares of Common Stock outstanding.
As of the date hereof,
Mr. Pratt directly beneficially owned 1,262,284 shares of Common Stock, including 2,100 Exchangeable Shares which are exchangeable
into 747,600 shares of Common Stock. Mr. Pratt has also been granted an irrevocable proxy to vote 800,000 shares of Common Stock
as further explained in Item 6 below. Mr. Pratt, as a Co-Trustee of the Pratt Family Trust, may be deemed to beneficially own the
329,390 shares of Common Stock beneficially owned by the Pratt Family Trust, and as a director and officer of Ontario Ltd, may
be deemed to beneficially own the 26,717 shares of Common Stock beneficially owned by Ontario Ltd, which, together with the 603,882
shares of Common Stock directly beneficially owned by Mrs. Pratt that he may be deemed to beneficially own, the 1,262,284 shares
of Common Stock he directly beneficially owns and the 800,000 shares of Common Stock for which he holds an irrevocable proxy to
vote, constitutes aggregate beneficial ownership of 3,022,273 shares of Common Stock, representing approximately 46.8% of the shares
of Common Stock outstanding.
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer he, she or it does not directly own. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly
own. Excluded from Mrs. Pratt’s beneficial ownership are the shares of Common Stock directly beneficially owned by her spouse,
Mr. Pratt, which Mrs. Pratt expressly disclaims beneficial ownership of by virtue of her inability to exercise voting or investment
power over such shares of Common Stock.
(b) Each
of the Pratt Family Trust, Mrs. Pratt and Mr. Pratt share the power to vote and dispose of the Common Stock directly beneficially
owned by the Pratt Family Trust.
Each of Ontario Ltd
and Mr. Pratt share the power to vote and dispose of the Common Stock directly beneficially owned by Ontario Ltd.
Each of Mrs. Pratt
and Mr. Pratt share the power to vote and dispose of the shares of Common Stock Mrs. Pratt directly beneficially owns.
Mr. Pratt has the
sole power to vote and dispose of the shares of Common Stock he directly beneficially owns. Mr. Pratt also has the sole power to
vote the 800,000 shares of Common Stock for which he holds an irrevocable proxy to vote.
(c) The
Reporting Persons have not entered into any transactions in the securities of the Issuer during the past sixty days.
(d) Except
for John Smith, the grantor of the irrevocable proxy with respect to 800,000 shares of Common Stock for which Mr. Pratt has been
granted the sole authority to vote, no person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, shares of Common Stock.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
In connection with
the Business Combination, the existing stockholders of emergeIT received exchangeable preferred shares (“Exchangeable Shares”)
in the Issuer’s subsidiary ShipTime Canada Inc. Each Exchangeable Share is exchangeable into 356 shares of Common Stock.
On March 4, 2021,
Mr. Pratt was granted an irrevocable proxy (the “Irrevocable Proxy”) by John Smith to vote 800,000 shares of Common
Stock owned by Mr. Smith until such time as the Board is reconstituted. The Irrevocable Proxy is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
On March 22, 2021,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Irrevocable Proxy, dated March 4, 2021. |
| 99.2 | Joint Filing Agreement, dated March 22, 2021. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 22, 2021
|
PRATT FAMILY TRUST |
|
|
|
By: |
/s/ Barbara Pratt |
|
|
Name: |
Barbara Pratt |
|
|
Title: |
Co-Trustee |
|
|
|
|
|
|
|
|
|
By: |
/s/ Allan Pratt |
|
|
Name: |
Allan Pratt |
|
|
Title: |
Co-Trustee |
|
1602256 ONTARIO LIMITED |
|
|
|
By: |
/s/ Allan Pratt |
|
|
Name: |
Allan Pratt |
|
|
Title: |
Director and Officer |
|
/s/ Barbara Pratt |
|
BARBARA PRATT |
|
/s/ Allan Pratt |
|
ALLAN PRATT |
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them
of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.001 per
share, of Paid, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: March 22, 2021
|
PRATT FAMILY TRUST |
|
|
|
By: |
/s/ Barbara Pratt |
|
|
Name: |
Barbara Pratt |
|
|
Title: |
Co-Trustee |
|
|
|
|
|
|
|
|
|
By: |
/s/ Allan Pratt |
|
|
Name: |
Allan Pratt |
|
|
Title: |
Co-Trustee |
|
1602256 ONTARIO LIMITED |
|
|
|
By: |
/s/ Allan Pratt |
|
|
Name: |
Allan Pratt |
|
|
Title: |
Director and Officer |
|
/s/ Barbara Pratt |
|
BARBARA PRATT |
|
/s/ Allan Pratt |
|
ALLAN PRATT |
This regulatory filing also includes additional resources:
ex991to13d12980002_03192021.pdf
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