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):
November 1, 2019
Innovative Payment Solutions, Inc.
(Exact name of registrant as specified in
charter)
Nevada
(State or other jurisdiction of incorporation)
|
000-55648
|
|
33-1230229
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
4768 Park Granada, Suite 200
Calabasas, CA 91302
(Address of principal executive offices)
(818) 864-8404
(Registrant’s telephone number, including
area code)
QPAGOS
Paseo del la Reforma 404 Piso 15 PH
Col. Juarez, Del. Cuauhtemoc
Mexico, D.F. C.P. 06600
(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:
|
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
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))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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. ☐
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On November 1, 2019, Innovative Payment
Solutions, Inc. (formerly known as QPAGOS, the “Company”) filed an amendment to its articles of incorporation with
the Secretary of State of the State of Nevada to change its corporate name change from “QPAGOS” to “Innovative
Payment Solutions, Inc.” (the “Amended Certificate”). Also on November 1, 2019, immediately following the effectiveness
of the Amended Certificate, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate
of Change”) to effect a reverse split of Company’s common stock at a ratio of 1-for-10 (the “Reverse Stock Split”)
, effective at 12:01 am on November 1, 2019. As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock
outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and
the number of outstanding shares common stock will be reduced from 320,477,867 shares to 32,047,787 shares (subject to rounding
of fractional shares).
No fractional shares will be issued in
connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they
hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 10, will, in lieu of
a fractional share, be entitled the number of shares rounded up to the nearest whole share. The Company will issue one whole share
of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result
of the Reverse Stock Split.
The above description of the Amended Certificate and Certificate
of Change and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference
to the Amended Certificate and Certificate of Change as filed with the Secretary of State of the State of Nevada on October 31,
2019, a copy of each of which is attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) 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.
|
|
INNOVATIVE PAYMENT SOLUTIONS, INC.
|
|
|
|
|
Date: November 1, 2019
|
By:
|
/s/ William Corbett
|
|
|
|
Name:
|
William Corbett
|
|
|
|
Title:
|
Chief Executive Officer
|
2
Exhibit 3.1
|
BARBARA
K. CEGAVSKE
Secretary
of State
KIMBERLEY
PERONDI
Deputy
Secretary for
Commercial Recordings
|
|
STATE
OF NEVADA
OFFICE
OF THE
SECRETARY OF STATE
|
|
Commercial
Recordings Division
202
N. Carson Street
Carson City, NV 89701
Telephone (775) 684-5708
Fax (775) 684-7138
North
Las Vegas City Hall
2250 Las Vegas Blvd North, Suite 400
North Las Vegas, NV 89030
Telephone (702) 486-2880
Fax (702) 486-2888
|
Business Entity - Filing Acknowledgement
10/31/2019
|
Work
Order Item Number:
|
W2019103101479-203673
|
|
|
|
|
Filing
Number:
|
20190257710
|
|
|
|
|
Filing
Type:
|
Amendment
After Issuance of Stock
|
|
|
|
|
Filing
Date/Time:
|
10/31/2019
10:28:00 AM
|
|
|
|
|
Filing
Page(s):
|
1
|
Indexed
Entity Information:
|
Entity
ID: E0466592013-0
|
Entity
Name: Innovative Payment Solutions, Inc.
|
|
|
|
|
Entity
Status: Active
|
Expiration
Date: None
|
Commercial
Registered Agent
NATIONAL
REGISTERED AGENTS, INC.
701
S CARSON ST STE 200, Carson City, NV 89701, USA
The
attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have
been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference
this document in the future.
|
|
Respectfully,
|
|
|
|
|
|
|
|
|
|
|
|
BARBARA K.
CEGAVSKE
|
|
|
Secretary
of State
|
Page
1 of 1
Commercial
Recording Division
202 N. Carson Street
|
BARBARA
K. CEGAVSKE
Secretary
of State
KIMBERLEY
PERONDI
Deputy
Secretary for
Commercial Recordings
|
|
STATE
OF NEVADA
OFFICE
OF THE
SECRETARY
OF STATE
|
|
Commercial
Recordings Division
202
N. Carson Street
Carson City, NV 89701
Telephone (775) 684-5708
Fax (775) 684-7138
North
Las Vegas City Hall
2250
Las Vegas Blvd North, Suite 400
North Las Vegas, NV 89030
Telephone (702) 486-2880
Fax
(702) 486-2888
|
Certified
Copy
10/31/2019
11:17:35 AM
|
Work
Order Number:
|
W2019103101479
|
|
|
|
|
Reference
Number:
|
20190257770
|
|
|
|
|
Through
Date:
|
10/31/2019
11:17:35 AM
|
|
|
|
|
Corporate
Name:
|
Innovative
Payment Solutions, Inc.
|
The
undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and
related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the
attached report.
|
Document
Number
|
Description
|
Number
of Pages
|
|
20190257710
|
Amendment
After Issuance of Stock
|
1
|
|
Certified By: Clair Fry
Certificate Number: B20191031331774
You may verify this certificate
online at http://www.nvsos.gov
|
|
Respectfully,
BARBARA K. CEGAVSKE
Nevada Secretary of State
|
|
|
Filed in the Office of
Secretary of State
State Of Nevada
|
Business Number
E0466592013-0
|
|
|
Filing Number
20190257710
|
|
|
Filed On
10/31/2019 10:28:00 AM
|
|
|
Number of Pages
1
|
|
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
|
|
|
Certificate
of Amendment
(PURSUANT
TO NRS 78.385 AND 78.390)
|
|
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
2. The articles have been amended as follows: (provide article numbers, if available)
|
Article 1 shall be amended to read as follows:
Name of corporation: Innovative Payment Solutions, Inc.
|
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least
a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes
or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 51.1867%
|
4. Effective date and time of filing: (optional)
|
Date:
|
11/01/19
|
Time:
|
12:00 A.M.
|
5. Signature: (required)
|
X
|
|
|
|
|
Signature of Officer
|
|
|
*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote,
in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of
each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any
of the above information and submit with the proper fees may cause this filing to be rejected.
|
This form must be accompanied by
appropriate fees.
|
Nevada Secretary of State Amend Profit-After
Revised: 1-5-15
|
NEVADA STATE BUSINESS LICENSE
Innovative Payment Solutions, Inc.
Nevada Business Identification # NV20131569309
Expiration Date: 09/30/2020
In accordance with Title 7 of Nevada Revised Statutes,
pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada
State Business License for business activities conducted within the State of Nevada.
Valid until the expiration date listed unless suspended,
revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu
of any local business license, permit or registration.
License must be cancelled on or before its expiration date
if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.
|
|
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the Great Seal of State, at my office on 10/31/2019.
|
|
Certificate Number: B20191031331702
You
may verify this certificate
online at http://www.nvsos.gov
|
|
BARBARA K. CEGAVSKE
Secretary of State
|
Exhibit 3.2
|
BARBARA K. CEGAVSKE
Secretary of State
KIMBERLEY PERONDI
Deputy Secretary for Commercial Recordings
|
|
STATE OF NEVADA
OFFICE OF THE
SECRETARY
OF STATE
|
|
Commercial Recordings Division
202
N. Carson Street
Carson City, NV 89701
Telephone (775) 684-5708
Fax (775) 684-7138
North Las Vegas City Hall
2250 Las Vegas Blvd
North, Suite 400
North Las Vegas, NV 89030
Telephone (702) 486-2880
Fax (702) 486-2888
|
Business Entity - Filing Acknowledgement
10/31/2019
|
Work Order Item Number:
|
W2019103101479-203675
|
|
Filing Number:
|
20190257798
|
|
Filing Type:
|
Certificate Pursuant to NRS 78.209
|
|
Filing Date/Time:
|
10/31/2019 10:28:00 AM
|
|
Filing Page(s):
|
1
|
Indexed Entity Information:
|
Entity ID: E0466592013-0
|
Entity Name: Innovative Payment Solutions, Inc.
|
|
|
|
|
Entity Status: Active
|
Expiration Date: None
|
Commercial Registered Agent
NATIONAL REGISTERED AGENTS, INC.
701 S CARSON ST STE 200, Carson City, NV 89701,
USA
The attached document(s) were filed with the
Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating
the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
|
|
Respectfully,
|
|
|
|
|
|
|
|
|
|
|
|
BARBARA K. CEGAVSKE
|
|
|
Secretary of State
|
Page 1 of 1
Commercial Recording
Division
202 N. Carson Street
|
BARBARA K. CEGAVSKE
Secretary of State
KIMBERLEY PERONDI
Deputy Secretary for Commercial Recordings
|
|
STATE OF NEVADA
OFFICE OF THE
SECRETARY
OF STATE
|
|
Commercial Recordings Division
202
N. Carson Street
Carson City, NV 89701
Telephone (775) 684-5708
Fax (775) 684-7138
North Las Vegas City Hall
2250 Las Vegas Blvd
North, Suite 400
North Las Vegas, NV 89030
Telephone (702) 486-2880
Fax (702) 486-2888
|
Certified Copy
10/31/2019 11:28:24 AM
|
Work Order Number:
|
W2019103101479
|
|
Reference Number:
|
20190257847
|
|
Through Date:
|
10/31/2019 11:28:24 AM
|
|
Corporate Name:
|
Innovative Payment Solutions, Inc.
|
The undersigned filing officer hereby certifies
that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with
the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.
|
Document Number
|
Description
|
Number of Pages
|
|
20190257798
|
Certificate Pursuant to NRS 78.209
|
1
|
|
Certified By: Clair Fry
Certificate Number: B20191031331855
You may verify this certificate online at http://www.nvsos.gov
|
|
Respectfully,
BARBARA K. CEGAVSKE
Nevada Secretary of State
|
|
|
Filed in the Office of
Secretary of State
State Of Nevada
|
Business Number
E0466592013-0
|
|
|
Filing Number
20190257798
|
|
|
Filed On
10/31/2019 10:28:00 AM
|
|
|
Number of Pages
1
|
|
|
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
|
|
|
Certificate of Change Pursuant
to NRS 78.209
|
|
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
Certificate of Change filed Pursuant
to NRS 78.209
For Nevada Profit Corporations
1.
Name of corporation:
Innovative Payment Solutions, Inc.
2.
The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3.
The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
500,000,000, shares of common stock, par value $0.001
per share
25,000,000, shares of preferred stock, par value
$0.001 per share
4. The number of authorized shares and
the par value, if any, of each class or series, if any, of shares after the change:
500,000,000, shares of common stock, par value $0.001 per share
25,000,000, shares of preferred stock, par value $0.001 per
share
5. The number of shares of each affected class or series, if
any, to be issued after the change in exchange for each issued share of the same class or series:
As a result of a 1:10 reverse stock split of the Company’s
common stock, one (1) share of common stock will be issued for every ten (10) shares of common stock.
6. The provisions, if any, for the issuance of fractional shares,
or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage
of outstanding shares affected thereby:
All fractional shares will be rounded up to the nearest whole
share.
|
7. Effective date and time of filing: (optional)
|
Date: 11/01/2019
|
Time: 12.01 A.M.
|
|
|
(must not be later than 90 days after the certificate is filed)
|
8 Signature: (required)
|
X
|
|
|
Chief Executive Officer
|
|
Signature of Officer
|
|
Title
|
IMPORTANT: Failure to include any of the above information
and submit with the proper fees may cause this filing to be rejected.
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Stock Split
|
|
|
Revised: 1-5-15
|