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 27, 2016
JETPAY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35170 | 90-0632274 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312
(Address of Principal Executive Offices) (Zip Code)
(484) 324-7980
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 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)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement |
Consent to Amendment of Promissory Notes
On July 27, 2016, JetPay Corporation (“JetPay” or the “Company”) entered into Consent to Amendment of Promissory Note letter agreements with each of Jonathan Lubert, a Director of the Company, and Flexpoint Fund II, L.P. (“Flexpoint”), an investor in the Company which has two of its principals on the Company’s Board of Directors, to extend until September 30, 2016 the maturity dates of certain Unsecured Promissory Notes dated January 15, 2016 in the original principal amounts of $500,000, and $1,050,000, respectively (the “Promissory Notes”). Additionally, Flexpoint increased the principal amount of its expiring Unsecured Promissory Note from $1,000,000 to $1,400,000. Please refer to the Current Reports on Form 8-K filed on January 22, 2016 and April 11, 2016 for further details on the Promissory Notes and subsequent Consent to Amendment to Promissory Note letter agreements. The Promissory Notes, as previously extended, carried a maturity date of the earlier of July 31, 2016 or the occurrence of an event of a default that is not properly cured or waived.
In addition to extending the maturity dates, the Consent to Amendment of Promissory Note letter agreements require the payment of all accrued and unpaid interest on the Promissory Notes by August 10, 2016.
The foregoing description of the Consent to Amendment of Promissory Note letter agreements does not purport to be complete and is qualified in its entirety by reference to the Consent to Amendment of Promissory Note letter agreements attached hereto as Exhibit 10.1, and 10.2 and incorporated by reference herein.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 under the heading “Consent to Amendment of Promissory Notes” is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(c) | Exhibits. |
Exhibit No. | Description |
10.1 | Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Jonathan Lubert. |
10.2 | Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P. |
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.
Dated: July 29, 2016 | |||
JETPAY CORPORATION | |||
By: | /s/ Gregory M. Krzemien | ||
Name: Gregory M. Krzemien | |||
Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description |
10.1 | Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Jonathan Lubert. |
10.2 | Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P. |
Exhibit 10.1
July 27, 2016
Mr. Jon Lubert
JL Squared Group, LLC
2929 Arch Street,
13 th Floor
Philadelphia, PA 19104
Re: Consent to Amendment of Promissory Note
Dear Jon,
Reference is hereby made to that certain Promissory Note of JetPay Corporation (the “Company”) payable to the order of Jonathan Lubert (“Lubert”) (the “Note”), dated January 15, 2016, and amended April 8, 2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The Company and Lubert now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
In consideration of the premises and mutual promises and covenants herein contained and intending to be legally bound, the Company and Lubert hereby agree as follows:
1. Amendment of Section 2(a) . The second sentence of Section 2(a) of the Note is hereby amended by deleting such sentence in its entirety and replacing it with the following: “This Note shall mature at the earlier to occur of the following (the " Maturity Date "): (i) September 30, 2016 and (ii) an Event of Default (as defined in Section 3 ) which has not been duly cured or waived.”
2. Interest Payment . On or before August 10, 2016, the Company shall pay to Lubert in cash all accrued and unpaid interest on the Note through the date hereof.
3. Effect of Amendment . All other provisions of the Note remain unchanged and in full force and effect.
[Signatures on following page]
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPayCorp.com
Please note your acceptance of the above by signing below as indicated.
Very truly yours, | ||
JETPAY CORPORATION | ||
By: | /s/ Gregory M. Krzemien | |
Name: Gregory M. Krzemien | ||
Title: Chief Financial Officer |
Acknowledged and agreed as of this 27 th day of July, 2016:
/s/ Jonathan M. Lubert
Name: Jonathan M. Lubert
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPayCorp.com
Exhibit 10.2
July 27, 2016
Flexpoint Fund II, L.P.
c/o Flexpoint Ford, LLC
676 N. Michigan Avenue, Suite 3300
Chicago, IL 60611
Attn: Donald J. Edwards and Steven M. Michienzi
Re: Consent to Amendment of Promissory Note
Messrs. Edwards and Michienzi:
Reference is hereby made to that certain Promissory Note of JetPay Corporation (the “Company”) payable to the order of Flexpoint Fund II, L.P. (“Flexpoint”), dated January 15, 2016, and amended April 8, 2016 (as amended, the “Note”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The Company and Flexpoint now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
In consideration of the premises and mutual promises and covenants herein contained and intending to be legally bound, the Company and Flexpoint hereby agree as follows:
1. Amendment of Section 2(a) and Related Provisions . The first sentence of Section 2(a) of the Note is hereby amended by deleting such sentence in its entirety and replacing it with the following: “The Company shall pay the principal amount of $1,400,000.00 (or such lesser principal amount then outstanding), together with all accrued and unpaid interest thereon, to the holder of this Note on the Maturity Date.” The second sentence of Section 2(a) of the Note is hereby amended by deleting such sentence in its entirety and replacing it with the following: “This Note shall mature at the earlier to occur of the following (the " Maturity Date "): (i) September 30, 2016 and (ii) an Event of Default (as defined in Section 3 ) which has not been duly cured or waived.” In addition, all references in the Note to "$1,050,000" shall be deleted and replaced with "$1,400,000.00."
2. Interest Payment . On or before August 10, 2016, the Company shall pay to Flexpoint in cash all accrued and unpaid interest on the Note through the date hereof.
3. Effect of Amendment . All other provisions of the Note remain unchanged and in full force and effect.
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPayCorp.com
Please note your acceptance of the above by signing below as indicated.
Very truly yours, | ||
JETPAY CORPORATION | ||
By: | /s/ Gregory M. Krzemien | |
Name: Gregory M. Krzemien | ||
Title: Chief Financial Officer |
Acknowledged and agreed as of this 27 day of July, 2016:
FLEXPOINT FUND II, L.P.
By: Flexpoint Management II, L.P.
Its: General Partner
By: Flexpoint Ultimate Management II, LLC
Its: General Partner
By:
/s/ Donald J. Edwards
Name: Donald J. Edwards
Title: Managing Principal
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPayCorp.com