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): December 10, 2020
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.) |
19355 Business Center Drive, #9
Northridge, CA 91324
(Address of principal executive offices)
(818) 864-8404
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 10, 2020, the Board of Directors of Innovative Payment Solutions, Inc. (the “Company”) approved the payment of an annual bonus of $20,000 to William Corbett, the Company’s Chief Executive Officer, for services rendered during the year ending December 31, 2020.
On December 14, 2020, the Company entered into an amendment (the “Corbett Amendment”) to the executive employment agreement between the Company and William Corbett, dated June 24, 2020 (the “Corbett Employment Agreement”), which increases Mr. Corbett’s monthly base salary from $12,500 to $20,000. All other terms of the Corbett Employment Agreement remain in full force and effect.
In addition, on December 14, 2020, the Company entered into an amendment (the “Novikov Amendment”) to the employment agreement between the Company and Andrey Novikov, dated December 3, 2019 (the “Novikov Employment Agreement”), which extends the term of Mr. Novikov’s employment with the Company for a one (1) year period ending on December 3, 2021. All other terms of the Novikov Employment Agreement remain in full force and effect.
The foregoing descriptions of the Corbett Amendment and the Novikov Amendment are qualified in their entirety by reference to the copies of the Corbett Amendment and Novikov Amendment filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference in this Item 5.02.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| 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: December 16, 2020 | By: | /s/ William Corbett | |
| Name: | William Corbett | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated December 14, 2020 (this “Amendment”), to the Employment Agreement, dated June 24, 2020 (the “Agreement”), is entered into by and between Innovative Payment Solutions, Inc. (the “Corporation”) and William Corbett (the “Executive” and together with the Corporation, the “Parties”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the Parties desire to increase the Executive’s base salary to $20,000 per month.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Section 3.1 is hereby deleted and replaced with the following:
“3.1 Base Compensation
Beginning as of December 11, 2020, Executive’s base salary shall be $20,000 per month, which shall be paid in accordance with Company’s standard payroll practice for its executives, managers and salaried employees. The salary payable to Executive shall be subject to all withholdings required by U.S. and state law and to such other withholdings as may be specified or authorized by Executive from time to time. Additionally, the Company shall pay the Executive a one-time year-end bonus for the year ended December 31, 2020 of $20,000, net of all applicable taxes (the “Bonus”), with such taxes to be borne by the Company.
3. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties with respect to the subject matter thereof.
4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
5. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of California without regard to its choice or conflict of law principles.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| INNOVATIVE PAYMENT SOLUTIONS, INC. | ||
| By: | /s/ Andrey Novikov | |
| Name: Andrey Novikov | ||
| Title: Chief Technology Officer, Secretary and Director | ||
| /s/ William Corbett | ||
| William Corbett | ||
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated December 14, 2020 (this “Amendment”), to the Employment Agreement, dated December 3, 2019 (the “Agreement”), is entered into by and between Innovative Payment Solutions, Inc. (the “Corporation”) and Andrey Novikov (the “Executive” and together with the Corporation, the “Parties”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the Parties desire to extend the Employment Term set forth in the Agreement for an additional period of one (1) year.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. The Employment Term set forth in Section 1 shall hereupon be extended for a period of one (1) year.
3. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties with respect to the subject matter thereof.
4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
5. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of Nevada without regard to its choice or conflict of law principles.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| INNOVATIVE PAYMENT SOLUTIONS, INC. | ||
| By: | /s/ William Corbett | |
| Name: William Corbett | ||
| Title: Chief Executive Officer, Interim Chief Financial Officer and Director | ||
| /s/ Andrey Novikov | ||
| Andrey Novikov | ||