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):  October 22, 2020

 

USIO, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

       000-30152   

 

98-0190072

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

     

3611 Paesanos Parkway, Suite 300, San Antonio, TX

 

78231

(Address of principal executive offices)

 

(Zip Code)

 

(210) 249-4100

(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))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

USIO

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 22, 2020, our board of directors approved an increase of the base salary of Tom Jewell, our Chief Financial Officer, to $240,000 per annum from $220,000 per annum, effective October 12, 2020.

 

 

Item 9.01    Financial Statements and Exhibits.

 

10.1

Third Amendment to Employment Agreement between Usio, Inc. and Tom Jewell, effective October 12, 2020.

 

 

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.

 

 

 

 USIO, INC.

 

Date: October 28, 2020

 

 

 

 

By:

/s/ Louis A. Hoch

 

 

Name:

Louis A. Hoch

 

 

Title:

Chief Executive Officer and

 

    President  

 

 

 

Exhibit 10.1

 

 

Third Amendment to Employment Agreement

 

This Third Amendment (“Third Amendment”), to the Employment Agreement (the "Agreement") dated January 6, 2017 between Usio, Inc. ("Usio") and Tom Jewell (“Executive") is made on the 22nd day of October, 2020, and is made part of the Agreement which is hereby amended as follows:

 

1.         Definitions.  All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.

 

2.         Entire Agreement.  Except as expressly modified by this Third Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of Usio and Executive.

 

3.         Successors and Assigns.  This Third Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

 

4.         Section References.  Section titles and references used in this Third Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

 

5.        Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:

 

   

a.

 The Base Salary as set forth in Schedule 4(a) of Schedule 1 to the Agreement is hereby amended to be $240,000 per annum effective October 12, 2020.

 

This Third Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.

 

In witness thereof, the parties hereto have caused this Third Amendment to the Employment Agreement on the day and year first above written.

 

Usio, Inc.

 

Executive

 

 

 

By: /s/ Louis A. Hoch

 

By: /s/ Tom Jewell

Name: Louis A. Hoch

 

Name: Tom Jewell

Title: Chief Executive Officer and President

 

Title: Chief Financial Officer