Current Report Filing (8-k)
July 29 2016 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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001-35170
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90-0632274
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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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.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure set forth in Item 1.01 under the heading “Consent
to Amendment of Promissory Notes” is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Jonathan Lubert.
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10.2
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Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P.
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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
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JETPAY CORPORATION
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By:
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/s/ Gregory M. Krzemien
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Name: Gregory M. Krzemien
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Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of
Jonathan Lubert.
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10.2
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Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P.
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