Nevada
|
|
98-0190072
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
3611 Paesanos Parkway, Suite 300, San Antonio, TX
|
|
78231
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading symbol(s)
|
Name on each exchange on which registered
|
Common stock, par value $0.001 per share
|
USIO
|
The Nasdaq Stock Market LLC
|
Large accelerated filer [_]
|
Accelerated filer [_]
|
Non-accelerated filer [X]
|
Smaller reporting company [X]
|
|
Emerging Growth company [__]
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Page
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March 31, 2020
|
|
December 31, 2019
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,742,683
|
|
|
$
|
2,137,580
|
|
Accounts receivable, net
|
1,082,308
|
|
|
1,274,001
|
|
||
Settlement processing assets
|
29,884,128
|
|
|
38,906,780
|
|
||
Prepaid card load assets
|
581,575
|
|
|
528,434
|
|
||
Prepaid expenses and other
|
242,419
|
|
|
183,575
|
|
||
Current assets before merchant reserves
|
33,533,113
|
|
|
43,030,370
|
|
||
Merchant reserves
|
8,524,904
|
|
|
10,016,904
|
|
||
Total current assets
|
42,058,017
|
|
|
53,047,274
|
|
||
|
|
|
|
||||
Property and equipment, net
|
1,572,381
|
|
|
1,557,521
|
|
||
|
|
|
|
||||
Other assets:
|
|
|
|
||||
Intangibles, net
|
2,426,426
|
|
|
2,676,427
|
|
||
Deferred tax asset
|
1,394,000
|
|
|
1,394,000
|
|
||
Operating lease right-of-use assets
|
2,424,175
|
|
|
2,480,902
|
|
||
Other assets
|
424,749
|
|
|
404,055
|
|
||
Total other assets
|
6,669,350
|
|
|
6,955,384
|
|
||
|
|
|
|
||||
Total assets
|
$
|
50,299,748
|
|
|
$
|
61,560,179
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
244,844
|
|
|
$
|
419,849
|
|
Accrued expenses
|
1,369,581
|
|
|
1,360,551
|
|
||
Operating lease liabilities, current portion
|
234,553
|
|
|
356,184
|
|
||
Settlement processing obligations
|
29,884,128
|
|
|
38,906,780
|
|
||
Prepaid card load obligations
|
581,575
|
|
|
528,434
|
|
||
Deferred revenues
|
110,294
|
|
|
123,529
|
|
||
Current liabilities before merchant reserve obligations
|
32,424,975
|
|
|
41,695,327
|
|
||
Merchant reserve obligations
|
8,524,904
|
|
|
10,016,904
|
|
||
Total current liabilities
|
40,949,879
|
|
|
51,712,231
|
|
||
|
|
|
|
||||
Non-current liabilities:
|
|
|
|
||||
Operating lease liabilities, non-current portion
|
2,346,477
|
|
|
2,279,613
|
|
||
Total liabilities
|
43,296,356
|
|
|
53,991,844
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at March 31, 2020 (unaudited) and December 31, 2019, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 200,000,000 shares authorized; 18,275,577 and 18,224,577 issued, and 17,137,653 and 17,104,998 outstanding at March 31, 2020 (unaudited) and December 31, 2019, respectively
|
186,707
|
|
|
186,656
|
|
||
Additional paid-in capital
|
77,123,698
|
|
|
77,055,273
|
|
||
Treasury stock, at cost; 1,137,924 and 1,119,579 shares at March 31, 2020 (unaudited) and December 31, 2019, respectively
|
(1,912,081
|
)
|
|
(1,885,452
|
)
|
||
Deferred compensation
|
(5,407,935
|
)
|
|
(5,636,154
|
)
|
||
Accumulated deficit
|
(62,986,997
|
)
|
|
(62,151,988
|
)
|
||
Total stockholders’ equity
|
7,003,392
|
|
|
7,568,335
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
50,299,748
|
|
|
$
|
61,560,179
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Revenues
|
$
|
7,771,679
|
|
|
$
|
6,588,032
|
|
Cost of services
|
5,843,395
|
|
|
5,252,301
|
|
||
Gross profit
|
1,928,284
|
|
|
1,335,731
|
|
||
|
|
|
|
||||
Selling, general and administrative:
|
|
|
|
||||
Stock-based compensation
|
287,710
|
|
|
283,408
|
|
||
Other expenses
|
2,122,106
|
|
|
1,661,739
|
|
||
Depreciation and amortization
|
387,795
|
|
|
486,548
|
|
||
Total selling, general and administrative expenses
|
2,797,611
|
|
|
2,431,695
|
|
||
|
|
|
|
||||
Operating (loss)
|
(869,327
|
)
|
|
(1,095,964
|
)
|
||
|
|
|
|
||||
Other income and (expense):
|
|
|
|
||||
Interest income
|
11,156
|
|
|
23,074
|
|
||
Other income (expense)
|
688
|
|
|
1
|
|
||
Other income and (expense), net
|
11,844
|
|
|
23,075
|
|
||
|
|
|
|
||||
(Loss) before income taxes
|
(857,483
|
)
|
|
(1,072,889
|
)
|
||
Income tax expense (benefit)
|
(22,474
|
)
|
|
—
|
|
||
|
|
|
|
||||
Net (loss)
|
$
|
(835,009
|
)
|
|
$
|
(1,072,889
|
)
|
|
|
|
|
||||
Basic (loss) per common share:
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
Diluted (loss) per common share:
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
Weighted average common shares outstanding
|
|
|
|
||||
Basic
|
13,127,229
|
|
|
12,621,857
|
|
||
Diluted
|
13,127,229
|
|
|
12,621,857
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
||||
Net (loss)
|
$
|
(835,009
|
)
|
|
$
|
(1,072,889
|
)
|
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
|
|
|
|
||||
Depreciation
|
137,795
|
|
|
236,548
|
|
||
Amortization
|
250,000
|
|
|
250,000
|
|
||
Non-cash stock-based compensation
|
287,710
|
|
|
283,408
|
|
||
Amortization of warrant costs
|
8,985
|
|
|
8,985
|
|
||
Changes in current assets and current liabilities:
|
|
|
|
||||
Accounts receivable
|
191,693
|
|
|
79,588
|
|
||
Prepaid expenses and other
|
(58,844
|
)
|
|
(139,847
|
)
|
||
Operating lease right-of-use assets
|
56,727
|
|
|
(2,616,128
|
)
|
||
Other assets
|
(20,694
|
)
|
|
(14,074
|
)
|
||
Accounts payable and accrued expenses
|
(165,975
|
)
|
|
43,398
|
|
||
Operating lease liabilities
|
(54,767
|
)
|
|
2,749,493
|
|
||
Prepaid card load obligations
|
53,141
|
|
|
437,647
|
|
||
Merchant reserves
|
(1,492,000
|
)
|
|
(1,347,909
|
)
|
||
Deferred revenue
|
(13,235
|
)
|
|
(15,000
|
)
|
||
Deferred rent
|
—
|
|
|
(79,748
|
)
|
||
Net cash (used) by operating activities
|
(1,654,473
|
)
|
|
(1,196,528
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(152,654
|
)
|
|
(152,923
|
)
|
||
Net cash (used) by investing activities
|
(152,654
|
)
|
|
(152,923
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from public offering, net of expenses
|
—
|
|
|
1,793,905
|
|
||
Purchases of treasury stock
|
(26,629
|
)
|
|
(21,822
|
)
|
||
Net cash provided (used) by financing activities
|
(26,629
|
)
|
|
1,772,083
|
|
||
|
|
|
|
||||
Change in cash, cash equivalents, prepaid card load assets and merchant reserves
|
(1,833,756
|
)
|
|
422,632
|
|
||
Cash, cash equivalents, prepaid card load assets and merchant reserves, beginning of period
|
12,682,918
|
|
|
15,340,980
|
|
||
|
|
|
|
||||
Cash, Cash Equivalents, Prepaid Card Load Assets and Merchant Reserves, End of Period
|
$
|
10,849,162
|
|
|
$
|
15,763,612
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Additional Paid - In Capital
|
|
Treasury Stock
|
|
Deferred Compensation
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Common Stock
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2019
|
|
18,224,577
|
|
|
$
|
186,656
|
|
|
$
|
77,055,273
|
|
|
$
|
(1,885,452
|
)
|
|
$
|
(5,636,154
|
)
|
|
$
|
(62,151,988
|
)
|
|
$
|
7,568,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Issuance of common stock under equity incentive plan
|
|
51,000
|
|
|
51
|
|
|
59,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,491
|
|
||||||
Warrant compensation costs
|
|
—
|
|
|
—
|
|
|
8,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,985
|
|
||||||
Deferred compensation amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,219
|
|
|
—
|
|
|
228,219
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,629
|
)
|
|
—
|
|
|
—
|
|
|
(26,629
|
)
|
||||||
Net (loss) for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(835,009
|
)
|
|
(835,009
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2020
|
|
18,275,577
|
|
|
$
|
186,707
|
|
|
$
|
77,123,698
|
|
|
$
|
(1,912,081
|
)
|
|
$
|
(5,407,935
|
)
|
|
$
|
(62,986,997
|
)
|
|
$
|
7,003,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2018
|
|
17,129,680
|
|
|
$
|
185,561
|
|
|
$
|
74,568,627
|
|
|
$
|
(1,813,546
|
)
|
|
$
|
(6,270,675
|
)
|
|
$
|
(57,036,241
|
)
|
|
$
|
9,633,726
|
|
Issuance of common stock, public offering
|
|
769,230
|
|
|
769
|
|
|
1,793,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,793,905
|
|
||||||
Issuance of common stock under equity incentive plan
|
|
62,222
|
|
|
62
|
|
|
58,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,613
|
|
||||||
Warrant compensation cost
|
|
—
|
|
|
—
|
|
|
8,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,985
|
|
||||||
Deferred compensation amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224,795
|
|
|
—
|
|
|
224,795
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,822
|
)
|
|
—
|
|
|
—
|
|
|
(21,822
|
)
|
||||||
Net (loss) for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,072,889
|
)
|
|
(1,072,889
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2019
|
|
17,961,132
|
|
|
$
|
186,392
|
|
|
$
|
76,429,299
|
|
|
$
|
(1,835,368
|
)
|
|
$
|
(6,045,880
|
)
|
|
$
|
(58,109,130
|
)
|
|
$
|
10,625,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
|
|
|
|
|
||||
ACH and complementary service revenue
|
|
$
|
2,237,746
|
|
|
$
|
2,357,786
|
|
Credit card revenue
|
|
4,982,658
|
|
|
3,904,406
|
|
||
Prepaid card services revenue
|
|
551,275
|
|
|
325,840
|
|
||
Total revenue
|
|
$
|
7,771,679
|
|
|
$
|
6,588,032
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
|
|
|
|
|
||||
Beginning cash, cash equivalents, prepaid card load assets and merchant reserves:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,137,580
|
|
|
$
|
2,159,698
|
|
Prepaid card load assets
|
|
528,434
|
|
|
535,479
|
|
||
Merchant reserves
|
|
10,016,904
|
|
|
12,645,803
|
|
||
Total
|
|
$
|
12,682,918
|
|
|
$
|
15,340,980
|
|
|
|
|
|
|
||||
Ending cash, cash equivalents, prepaid card load assets and merchant reserves:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,742,683
|
|
|
$
|
3,492,322
|
|
Prepaid card load assets
|
|
581,575
|
|
|
973,396
|
|
||
Merchant reserves
|
|
8,524,904
|
|
|
11,297,894
|
|
||
Total
|
|
$
|
10,849,162
|
|
|
$
|
15,763,612
|
|
2020 (nine months)
|
$
|
260,906
|
|
2021
|
343,424
|
|
|
2022
|
351,334
|
|
|
2023
|
357,695
|
|
|
2024
|
356,250
|
|
|
Thereafter
|
1,469,679
|
|
|
Total minimum lease payments
|
3,139,288
|
|
|
Less imputed interest
|
(558,258
|
)
|
|
Total lease liabilities
|
$
|
2,581,030
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
|
|
||||
Accrued commissions
|
$
|
413,086
|
|
|
$
|
530,908
|
|
Reserve for merchant losses
|
539,153
|
|
|
506,153
|
|
||
Other accrued expenses
|
124,859
|
|
|
92,385
|
|
||
Accrued taxes
|
231,601
|
|
|
99,850
|
|
||
Accrued salaries
|
60,882
|
|
|
131,255
|
|
||
Total accrued expenses
|
$
|
1,369,581
|
|
|
$
|
1,360,551
|
|
|
|
Three Months Ended March 31,
|
|
||||||
|
|
2020
|
|
2019
|
|
||||
Numerator:
|
|
|
|
|
|
||||
Numerator for basic and diluted (loss) per share, net (loss) available to common shareholders
|
|
$
|
(835,009
|
)
|
|
$
|
(1,072,889
|
)
|
|
Denominator:
|
|
|
|
|
|
||||
Denominator for basic (loss) per share, weighted average shares outstanding
|
|
13,127,229
|
|
|
12,621,857
|
|
|
||
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
||
Denominator for diluted earnings per share, adjust weighted average shares and assumed conversion
|
|
13,127,229
|
|
|
12,621,857
|
|
|
||
Basic (loss) per common share
|
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
|
Diluted (loss) per common share and common share equivalent
|
|
$
|
(0.06
|
)
|
|
$
|
(0.09
|
)
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Anti-dilutive awards and options
|
4,023,780
|
|
|
3,874,935
|
|
|
|
Three Months Ended
|
|||||||||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
ACH and complementary service revenue
|
|
$
|
2,237,746
|
|
|
$
|
2,357,786
|
|
|
$
|
(120,040
|
)
|
|
(5.1
|
)%
|
Credit card revenue
|
|
4,982,658
|
|
|
3,904,406
|
|
|
1,078,252
|
|
|
27.6
|
%
|
|||
Prepaid card services revenue
|
|
551,275
|
|
|
325,840
|
|
|
225,435
|
|
|
69.2
|
%
|
|||
Total Revenue
|
|
$
|
7,771,679
|
|
|
$
|
6,588,032
|
|
|
1,183,647
|
|
|
18.0
|
%
|
Period
|
|
(a)
Total number of shares (or units) purchased
|
|
(b)
Average price paid per share (or unit)
|
|
(c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
(d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
||||||||||||
January 1 - January 31, 2020
|
|
|
14,825
|
|
|
|
$
|
1.76
|
|
|
|
|
784,928
|
|
|
|
$
|
1,374,557
|
|
|
February 1 - February 29, 2020
|
|
|
297
|
|
|
|
$
|
1.71
|
|
|
|
|
785,225
|
|
|
|
$
|
1,374,049
|
|
|
Total
|
|
|
15,122
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,374,049
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation (included as exhibit 3.1 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Amendment to Restated Articles of Incorporation (included as exhibit A to the Schedule 14C filed April 18, 2007, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Certificate of Change Filed Pursuant to NRS 78.209 (included as exhibit 3.1 to the Form 8-K filed July 23, 2015, and incorporated herein by reference).
|
|
|
|
3.4
|
|
Articles of Amendment of Restated Articles of Incorporation of Usio, Inc., as amended, effective June 26, 2019 (included as exhibit 3.1 to the Form 8-K filed July 1, 2019, and incorporated herein by reference).
|
|
|
|
3.5
|
|
Amended and Restated By-laws (included as exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).
|
|
|
|
10.1
|
|
Employment Agreement between the Company and Michael R. Long, dated February 27, 2007 (included as exhibit 10.1 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
|
|
|
|
10.2
|
|
Employment Agreement between the Company and Louis A. Hoch, dated February 27, 2007 (included as exhibit 10.2 to the Form 8-K filed March 2, 2007, and incorporated herein by reference).
|
|
|
|
10.3
|
|
First Amendment to Employment Agreement between the Company and Michael R. Long, dated November 12, 2009 (included as exhibit 10.15 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
|
|
|
|
10.4
|
|
First Amendment to Employment Agreement between the Company and Louis A. Hoch, dated November 12, 2009 (included as exhibit 10.16 to the Form 10-Q filed November 16, 2009, and incorporated herein by reference).
|
|
|
|
10.5
|
|
Second Amendment to Employment Agreement between the Company and Michael R. Long, dated April 12, 2010 (included as exhibit 10.16 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
|
|
|
|
10.6
|
|
Second Amendment to Employment Agreement between the Company and Louis A. Hoch, dated April 12, 2010 (included as exhibit 10.17 to the Form 10-K filed April 15, 2010, and incorporated herein by reference).
|
|
|
|
10.7
|
|
Bank Sponsorship Agreement between the Company and University National Bank, dated August 29, 2011 (included as exhibit 10.18 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.8
|
|
Third Amendment to Employment Agreement between the Company and Michael R. Long, dated January 14, 2011 (included as exhibit 10.19 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.9
|
|
Third Amendment to Employment Agreement between the Company and Louis A. Hoch, dated January 14, 2011 (included as exhibit 10.20 to the Form 10-K filed April 3, 2012, and incorporated herein by reference).
|
|
|
|
10.10
|
|
Fourth Amendment to Employment Agreement between the Company and Michael R. Long, dated July 2, 2012 (included as exhibit 10.18 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
|
|
|
|
10.11
|
|
Fourth Amendment to Employment Agreement between the Company and Louis A. Hoch, dated July 2, 2012 (included as exhibit 10.19 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
|
|
|
|
10.28
|
|
Employment Agreement, dated September 1, 2017, by and between Payment Data Systems, Inc. and Vaden Landers (included as exhibit 10.2 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).
|
|
|
|
10.29
|
|
First Amendment to Employment Agreement, dated November 27, 2017, by and between Payment Data Systems, Inc. and Tom Jewell (included as exhibit 10.1 to the Form 8-K, filed November 28, 2017, and incorporated herein by reference).
|
|
|
|
10.30
|
|
Placement Agency Agreement, dated December 21, 2017, by and between Payment Data Systems, Inc. and Maxim Group, LLC (included as exhibit 10.1 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
|
|
|
|
10.31
|
|
Share Purchase Agreement, dated December 21, 2017, by and among Payment Data Systems, Inc., CVI Investments, Inc., Hudson Bay Maser Fund Ltd., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Cayman Fund, L.P. (included as exhibit 10.2 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).
|
|
|
|
10.32
|
|
Settlement Agreement, dated December 7, 2017, by and among C2Go. Inc., FiCentive, Inc. and Mercury Investment Partners LLC (included as exhibit 10.42 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
10.33
|
|
Lease Agreement dated February 9, 2018 between Payment Data Systems, Inc. and Blauners Paesanos Parkway LP (included as exhibit 10.43 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
10.34
|
|
Lease Agreement between Payment Data Systems, Inc. and RP Circle 1 Building, LLC dated December 11, 2017 (included as exhibit 10.44 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).
|
|
|
|
10.35
|
|
Second Amendment to Employment Agreement between the Company and Tom Jewell, dated November 28, 2018 (included as exhibit 10.1 go the Form 8-K filed November 28, 2018, and incorporated herein by reference).
|
|
|
|
10.36
|
|
Placement Agency Agreement between the Company and Maxim Group, LLC, dated February 12, 2019 (included as exhibit 10.1 to the Form 8-K filed February 13, 2019, and incorporated herein by reference).
|
|
|
|
10.37
|
|
Share Purchase Agreement among the Company, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., dated February 12, 2019 (included as exhibit 10.2 to the Form 8-K filed February 13, 2019, and incorporated herein by reference).
|
|
|
|
10.38
|
|
Independent Director Agreement dated April 1, 2019, by and between Payment Data Systems, Inc. and Blaise Bender (included as exhibit 10.2 to the Form 8-K filed April 3, 2019, and incorporated herein by reference).
|
|
|
|
14.1
|
|
Code of Ethics (included as exhibit 14.1 to the Form 10-K filed March 30, 2004, and incorporated herein by reference).
|
|
|
|
16.1
|
|
Letter from Ernst and Young LLP to the Securities and Exchange Commission dated February 10, 2004 (included as exhibit 16 to the Form 8-K filed February 11, 2004, and incorporated herein by reference).
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document (filed herewith).
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed herewith).
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (filed herewith).
|
|
|
|
†
|
|
Confidential treatment has been granted for portions of this agreement.
|
|
USIO, INC
|
||
|
|
|
|
|
|
|
|
Date: May 14, 2020
|
By:
|
/s/ Louis A. Hoch
|
|
|
|
Louis A. Hoch
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: May 14, 2020
|
By:
|
/s/ Tom Jewell
|
|
|
|
Tom Jewell
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Usio, Inc. for the quarter ended March 31, 2020;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 14, 2020
|
|
|
|
By:
|
/s/ Louis A. Hoch
|
|
|
Louis A. Hoch
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Usio, Inc. for the quarter ended March 31, 2020;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
|
/s/ Tom Jewell
|
|
|
Tom Jewell
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date: May 14, 2020
|
|
|
|
|
By:
|
/s/ Louis A. Hoch
|
|
|
|
Louis A. Hoch
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: May 14, 2020
|
|
|
|
|
By:
|
/s/ Tom Jewell
|
|
|
|
Tom Jewell
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|