Current Report Filing (8-k)
February 09 2022 - 4:34PM
Edgar (US Regulatory)
0001591913
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0001591913
2022-02-03
2022-02-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 9, 2022 (February 3, 2022)
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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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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☐
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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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☐
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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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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).
☐ 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 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported by
Innovative Payment Solutions, Inc. (the “Company”) via a Current Report 8-K filed with the Securities and Exchange Commission
on February 17, 2021 (the “Prior 8-K”), the Company entered into separate Securities Purchase Agreements, each dated February
16, 2021 (the “Securities Purchase Agreements”), with each of Bellridge Capital, LP (“Bellridge”), Cavalry Fund
I LP (“Cavalry”), Mercer Street Global Opportunity Fund, LLC (“Mercer” and collectively the “Investors,”
and each an “Investor”), pursuant to which the Company received $787,500, $500,500 and $500,500 from the Investors, respectively,
in exchange for the issuance of: (i) Original Issue Discount 12.5% Convertible Notes (the “Notes” and each a “Note”)
in the principal amounts of $900,000 issued to Bellridge and $572,000 to each of Cavalry and Mercer ; and (ii) five-year warrants (the
“Warrants” and each a “Warrant”) (i) issued to Bellridge to purchase 3,257,143 shares of the Company’s common
stock and (ii) issued to each of Cavalry and Mercer to purchase 2,486,957 shares of the Company’s common stock, each at an exercise
price of $0.24 per share.
Also as previously reported
via the Prior 8-K, the Company entered into a separate Securities Purchase Agreement, dated February 16, 2021 (the “Bellridge SPA”),
with Bellridge, pursuant to which the Company received $180,250, in exchange for the issuance of: (i) a 12.5% Original Issue Discount
Convertible Notes (the “Bellridge Note”) in the principal amount of $206,000 issued to Bellridge; and (ii) A five-year warrant
(the “Bellridge Warrant”) to purchase 4,577,778 shares of the Company’s common stock at an exercise price of $0.05 per.
On February 3, 2022, the Company
extended its indebtedness to Cavalry from February 16, 2022 to August 16, 2022 in consideration of increasing the principal amount outstanding
and due to Cavalry under its Note by 10%. The aggregate principal amount of the Cavalry Note after extension is $866,242.37, and the agreement
of extension is filed as Exhibit 4.1 hereto. Also on February 3, 2022, the Company extended its indebtedness to Mercer from February 16,
2022 to August 16, 2022 in consideration for increasing the principal amount outstanding and due to Mercer under its Note by 10%. The
aggregate principal amount of the Mercer Note after extension is $866,242.37, and the agreement of extension is filed as Exhibit 4.2.
Additionally, on February
4, 2022, the Company paid in full its $1,235,312.50 indebtedness (inclusive of accrued interest) to Bellridge.
Item 9.01. Financial Statements and Exhibits
SIGNATURE
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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Dated: February 9, 2022
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By:
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/s/ William D. Corbett
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Name:
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William D. Corbett
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Title:
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Chief Executive Officer
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2
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