Current Report Filing (8-k)
August 15 2016 - 2:55PM
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):
August 9, 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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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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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Item 3.02.
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Unregistered Sales of Equity Securities
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As previously disclosed, on August 22, 2013, JetPay Corporation
(the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with
Flexpoint Fund II, L.P. (“Flexpoint”) pursuant to which the Company agreed to sell to Flexpoint, and Flexpoint agreed
to purchase from the Company, upon the satisfaction or waiver of certain conditions, up to 133,333 shares of Series A Convertible
Preferred Stock, par value $0.001 (“Series A Preferred”), for an aggregate purchase price of up to $40 million. The
description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase
Agreement, a copy of which was included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on August 23, 2013.
On August 9, 2016, pursuant to the Securities Purchase Agreement,
the Company issued 8,333 shares of Series A Preferred to Flexpoint for an aggregate of $2.5 million (the “August 2016 Issuance”).
The Company was not able to satisfy certain of the conditions to closing under the Securities Purchase Agreement as a result of
a previous judgment against it in favor of EarlyBirdCapital, Inc and the Company’s settlement of litigation with Merrick
Bank Corp., the terms of which were disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 29,
2016. Flexpoint agreed to waive these conditions in connection with the August 2016 Issuance. The proceeds of the August 2016 Issuance
will be used by the Company for payment of certain acquisition expenses related to its acquisition of CollectorSolutions, Inc.
and for general corporate purposes. After the August 2016 Issuance, Flexpoint may purchase an additional 33,667 shares of Series
A Preferred under the Securities Purchase Agreement.
The Series A Preferred is convertible into shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”). Any holder of Series A Preferred may at any time convert
such holder’s shares of Series A Preferred into that number of shares of Common Stock equal to the number of shares of Series
A Preferred being converted multiplied by $300 and divided by the then-applicable conversion price, which initially was $3.00 per
share and is now $2.90 per share. If at any time after the issuance, subject
to certain exceptions, the Company issues shares of Common Stock or securities convertible or exercisable into Common Stock below
the then-applicable conversion price, the conversion price will be adjusted downward as set forth in the Certificate of Designation
of Series A Preferred. The conversion price of the Series A Preferred is also subject to downward adjustment in the case of indemnification
claims made by Flexpoint against the Company pursuant to the Securities Purchase Agreement. Additionally, the holders of a majority
of the outstanding shares of Series A Preferred may elect to convert all outstanding shares of Series A Preferred into shares of
Common Stock by providing written notice to the Company.
Based upon certain representations of Flexpoint made in the
Securities Purchase Agreement, the issuance of the Series A Preferred to Flexpoint was consummated in reliance upon Rule 506 of
Regulation D of the Securities Act of 1933, as amended.
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: August 15, 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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