UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark one)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal period
ended December 31, 2023
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period
from ________ to ________
Commission File Number – 000-55648
INNOVATIVE PAYMENT
SOLUTIONS, INC.
(Exact Name of Registrant
as Specified in Its Charter)
Nevada | | 33 - 1230229 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
56B 5th Street, Lot
1, #AT
Carmel by the Sea, CA 93921
(Address of principal
executive offices) (Zip Code)
(866) 477-4729
(Registrant’s telephone
number, including area code)
Securities registered
pursuant to Section 12(b) of the Act: None
Securities registered
pursuant to Section 12 (g) of the Act: Common Stock, $0.0001 par value.
Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark
whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. ☒ Yes No ☐
Indicate by check mark
whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation
S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer, “accelerated filer” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| | 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. ☐
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2023,
the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s
common stock held by non-affiliates of the registrant was approximately $4,628,228 (based upon the closing sale price of the registrant’s
common stock reported on June 30, 2023 of $0.42 per share). This calculation excludes shares held by the registrant’s current directors
and executive officers and stockholders that the registrant has concluded are affiliates of the registrant.
As of March 27, 2024, the issuer
had 13,819,889 shares of common stock outstanding.
Documents incorporated by reference: None
FORM 10-K
TABLE OF CONTENTS
PART I
Unless the context
requires otherwise, references in this Report to “we,” “us,” “our,” “the Company” “IPSI”
and “Innovative Payment Solutions,” refer to Innovative Payment Solutions, Inc. and its subsidiaries.
Unless the context
requires otherwise, all share and per share numbers reflected in this Report take into account a 1-for-30 reverse stock split of our common
stock which became effective on August 30, 2023.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on
Form 10-K contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended) that reflect our current expectations and views of future events.
Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which
we may have no control and others listed in report and in the “Risk Factors” section of this Annual Report On Form 10-K) may
cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking
statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“is/are likely to,” “potential,” “project,” “continue” or other similar expressions. We
have based these forward-looking statements largely on our current expectations and projections about future events that we believe may
affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include
statements relating to:
|
● |
our ability to implement our business plan, including our ability to launch and generate revenue from our IPSIPay Express joint venture or other digital payment solutions we may seek to develop or commercialize in the future; |
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acceptance by the marketplace of our products and services, notably IPSIPay Express; |
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our ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; |
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the viability of our current intellectual property and intellectual property created in the future; |
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our ability to comply with currently applicable laws and government regulations and those that may be applicable in the future; |
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our ability to retain key employees and third-party service providers; |
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adverse changes in general market conditions for payment solutions such as IPSIPay Express and other products and services we offer; |
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our ability to generate cash flow and profitability and continue as a going concern; |
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our future financing plans and ability to repay outstanding indebtedness; and |
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our ability to adapt to changes in market conditions which could impair our operations and financial performance. |
These forward-looking
statements involve numerous and significant risks and uncertainties. Although we believe that our expectations expressed in these forward-looking
statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other
matters that we anticipate herein could be materially and adversely different from our expectations. Important risks and factors that
could cause our actual results to be materially different from our expectations are generally set forth in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” sections contained in this
Annual Report on Form 10-K. You should thoroughly read this Annual Report on form 10-K with the understanding that our actual future results
may be materially different from, and worse than, what we expect. We qualify all of our forward-looking statements by these cautionary
statements.
The forward-looking statements
made in this Annual Report on Form 10-K relate only to events or information as of the date of this Annual Report on Form 10-K. Except
as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated
events. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report will prove to be
accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Considering the significant
uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any
other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any obligation
to update any forward-looking statements.
Summary Risk Factors
Our business faces significant
risks and uncertainties of which investors should be aware before making a decision to invest in our common stock. If any of the following
or similar risks are realized, our business, financial condition and results of operations could be materially and adversely affected.
The following is a summary of the more significant risks relating to the Company. A more detailed description of our risk factors set
forth under the caption “Risk Factors” in this Annual Report on Form 10-K.
| ● | We
have had no revenue generating operations to date with our current IPSIPay Express business model. |
| ● | We
have generated and we will likely continue to generate, operating losses and experience negative cash flows, and it is uncertain whether
we will achieve profitability. |
| ● | We
have a present need for additional funding, which raises questions about our ability to continue as a going concern. We may be unable
to raise capital when needed, which would force us to delay, reduce or eliminate our product development programs or commercialization
efforts. |
| ● | We
have not generated sufficient revenue or cash flow to pay our convertible notes, and conversion of such debt into shares of common stock,
which could cause significant dilution. |
| ● | Servicing
our debt requires a significant amount of cash. Our ability to generate sufficient cash to service our debt depends on many factors beyond
our control. |
|
● |
Covenant restrictions under our indebtedness may limit our ability to operate our business. |
|
● |
We may never complete our proposed business combination with Business Warrior. |
|
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We identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. |
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The payment services industry is highly competitive, and many of our competitors are larger and have greater financial and other resources. |
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There is uncertainty as to market acceptance of our technology, products and services. |
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We are dependent on technology networks and systems to process, transmit and securely store electronic information and we could be subject to liability if our technology systems fail to be secure. |
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We are subject to economic risks that could impact the overall level of consumer spending. |
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If consumer confidence in our business deteriorates, our business, financial condition and results of operations could be adversely affected. |
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We expect to be subject to extensive government regulation if we are deemed to be engaged in a regulated business and we are faced with the risk that new regulations applicable to our business will be enacted. |
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The regulatory regime governing digital assets and offerings of digital assets is evolving and uncertain, and new regulations or policies may materially adversely affect our development. |
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The laws and regulations indirectly affecting our industry is constantly evolving and failure to comply could adversely impact our business. |
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We may have difficulty managing our growth, which may divert resources and limit our ability to successfully expand our operations. |
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We may not be able to complete or integrate successfully any potential future acquisitions, partnerships or joint ventures. |
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We are subject to the discretion of administrative enforcement agencies. |
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Major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could adversely affect our business, financial condition and results of operations. |
| ● | As
our business develops, we will need to implement enhanced compliance processes, procedures and controls with respect to the rules and
regulations that apply to our business. |
| ● | If we cannot keep pace with
rapid developments and change in our industry and provide new services to our clients, the use of our services could decline, reducing
our revenues. |
| ● | Our systems and our third party
providers’ systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose business and
increase our costs. |
| ● | Unauthorized disclosure of
data, whether through cybersecurity breaches, computer viruses or otherwise, could expose us to liability, protracted and costly litigation
and damage our reputation. |
| ● | Customer complaints or negative
publicity about our customer service could affect attractiveness of our services adversely and, as a result, could have an adverse effect
on our business, financial condition and results of operations. |
| ● | Our payment system might be
used for fraudulent, illegal or improper purposes, which could expose us to additional liability and harm our business. |
| ● | We may not be able to successfully
protect the intellectual property we license or own and may be subject to infringement claims. |
| ● | We
may use open-source software in a manner that could be harmful to our business. |
| ● | We
do not have and may be unable to obtain sufficient insurance to protect ourselves from business risks. |
| ● | We rely on certain key personnel
and in a dynamic industry like ours, the ability to attract, recruit, retain and develop qualified personnel is critical to our success
and growth. |
| ● | There is currently a limited
public trading market for our common stock and one may never develop. |
| ● | Because our common stock may
be a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price of our
common stock may be adversely affected. |
| ● | Our stock price has been subject
to significant volatility, and future volatility may result in our investors incurring substantial losses. |
| ● | Because we became public by
means of a reverse merger, we and our shareholders may be faced with regulatory constraints, and we may not be able to attract the attention
of brokerage firms. |
| ● | Compliance
with the reporting requirements of federal securities laws are expensive and time consuming. |
| ● | Our investors’ ownership
will likely be diluted in the future. |
| ● | Our
Board of Directors has historically had significant control over us and we have yet to establish committees comprised of independent
directors. |
| ● | We do not have an independent
compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are board members
and other officers may not be commensurate with its financial performance. |
| ● | Limitations
on director and officer liability and indemnification of our officers and directors by our articles of incorporation, as amended, and
by-laws may discourage stockholders from bringing suit against an officer or director. |
| ● | We
are responsible for the indemnification of our officers and directors. |
| ● | We
do not expect to pay dividends on our common stock in the foreseeable future. |
Item 1. Business
Company Overview
We are a provider of
digital payment solutions and services to businesses and consumers.
Our
historical core business was focused on operating and developing “e-wallets” that enabled consumers to deposit cash, convert
it into a digital form, and remit the funds to Mexico and other countries quickly and securely. Our flagship e-wallet, IPSIPay®,
was focused on the consumer market and was fully launched in July 2022 after a soft launch in December 2021.
The
IPSIPay platform (which can be used both business-to-business and business-to-consumer) facilitated the transfer of funds in digital form
to other countries, initially Mexico but also, India and the Philippines, primarily from hand-held devices as well as on desktop or laptop
computers.
Our
launch plan for IPSIPay was to target lower income, migrant communities in California (notably in the agriculture industry) and expanding
to other states with large migrant populations such as Texas and Florida. We not only believed that the addressable market for IPSIPay
was large and growing, but that servicing this market is socially responsible. Based on our public announcement in May 2023, described
below, we exited the e-wallet line of business by novating all of our rights and obligations thereunder to a third party. We may in future
develop another e-wallet product.
On April 28, 2023, we formed
a new company called IPSIPay Express LLC (“IPSIPay Express”). This entity was formed as a Delaware limited liability company
joint venture with OpenPath, Inc. (“OpenPath”) and EfinityPay, LLC (“EfinityPay”, and the Company, collectively
with OpenPath and EfinityPay, the “Members”) to develop and market a proprietary consumer to merchant real-time
payment platform initially focused on the fast-growing online gaming and entertainment sectors.
On June 19, 2023, we entered
into a Limited Liability Company Operating Agreement (the “Operating Agreement”) with OpenPath and EfinityPay to jointly provide
for the governance of and rights of the Members with respect to IPSIPay Express. The effective date of the Operating Agreement is April
28, 2023.
IPSIPay
Express was formed by the Members with the initial business purposes of providing credit card processing solutions and also a proprietary
solution for real time bank-to-bank payment transactions in a manner that provides seamless and frictionless consumer and merchant experiences,
with an initial focus on merchants operating in gaming and entertainment sectors. Such solutions are collectively referred to herein as
“IPEX.”
Pursuant to the Operating Agreement,
the Company agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in the aggregate amount of up to
$1,500,000 (the “IPSI Capital Contribution”). The Company is required to make the IPSIPay Capital Contribution in three
tranches of $500,000 (each, a “Tranche”), or such lesser amounts as may be unanimously approved by the Board of Managers
of IPSIPay Express. With the full funding of each Tranche, the Company will automatically receive an 11.11% membership interest in
IPSIPay Express (or a pro rata portion thereof if less than a full Tranche is funded), and OpenPath and EfinityPay’s percentage
interest in IPSIPay Express will be reduced pro rata accordingly. Should the Company contribute the full IPSI Capital Contribution, the
Members will each own one-third (1/3) of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or will be
made by the following dates and in the following amounts: (i) $200,000 of the initial Tranche was paid by the Company on June 21,
2023; (ii) the $300,000 balance of the initial Tranche was paid on August 4, 2023; (iii) the second $500,000 Tranche was paid
in September 2023 and (iv) the third $500,000 Tranche was expected to be paid on or before November 30, 2023, subsequently, we made
a decision not to advance the third tranche to IPSIPay Express as the joint venture is not operational as yet. The need for any additional
advances will be addressed with the joint venture partners once the joint venture becomes operational and begins generating revenue, our
current shareholding in the joint venture remains at 22%. Simultaneously with the funding of the initial Tranche, the Company issued to
each of OpenPath and EfinityPay a five-year common stock purchase warrant (the “IPEX Warrant”) to purchase 133,334 shares
of Common Stock with an exercise price of $0.45 per share. We are still obligated to issue to each of OpenPath and EfinityPay an
additional IPEX Warrant to purchase 199,999 shares of common stock with an exercise price equal to the average public closing
price of the Common Stock for the three trading days immediately prior to the funding of the initial Tranche. Simultaneously with the
funding of the second Tranche, we are obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 shares
of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately
prior to the funding of the second Tranche. Should we decide to fund a third Tranche, we will be obligated to issue to each of OpenPath
and EfinityPay an additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average
public closing price of the Common Stock for the three trading days immediately prior to the funding of the third Tranche. If the full
IPSI Capital Contribution is funded, OpenPath and EfinityPay will receive IPEX Warrants to purchase an aggregate of 1,333,334 shares
of Common Stock.
Also,
May 12, 2023, we entered into an agreement with one of our technology partners, Frictionless Financial Technologies, Inc. (“Frictionless”),
to, among other things, divest ourselves of our interest in Frictionless and in Beyond Fintech, Inc., a joint venture entity we owned
with Frictionless which has been developing an application called Beyond Wallet. See Note 1(b) to the accompanying financial statements
for further information.
2023 Business Developments
IPSIPay
Having
achieved full commercial integration and launch of the IPSIPay app during the third quarter of 2022, the key for our business was to scale
the number of IPSIPay downloads achieved and revenue generated from transactions process by customers via IPSIPay.
We generated nominal
IPSIPay-related revenue during the first half of 2023, with the initial goal of increasing revenues over time. In the current environment,
it was taking longer than expected to win a customer’s trust and resulting fees generated by the usage of IPSIPay. Based on the
slow growth rate in revenues, we elected to novate our rights and obligations to the IPSIPay platform and related e-wallet business to
a third party. However, we retain the rights to develop e-wallets under the name “IPSIPay” in the future.
IPSIPay Express
While
we believe the IPSIPay Express opportunity has great promise, as of the date of this report, IPEX has not been launched and we have derived
no revenue or cash distributions from IPSIPay Express. We expect that revenue will be generated by IPSIPay Express through fees derived
from merchant processing fees, money transfer fees, and commissions on international bill payment processing. To date, our activities
related to IPSIPay Express have included the following:
| ● | Securing
Banking Relationships. To engage in traditional credit card processing or the proposed IPEX account-to-account payment solution,
it is necessary to work with qualified banking institutions through which transactions are processed. Our management has taken the primary
responsibility for securing these banking relationships for IPSIPay Express, and as of the date of this Report, such relationships are
in place. |
| ● | Assisting
with Payment Logistics. We have been working with our IPSIPay Express joint venture partners to establish the systems and technology
necessary to effectuate payments through IPEX. As of the date of this Report, the establishment of such systems and technology is still
ongoing, which is the primary reason why IPEX has not been commercially launched to date. |
| ● | Securing
Customers. Our management has also been working to secure potential customers for IPEX. These customers would include gaming and
entertainment businesses. |
No assurances can be
given that IPSIPay Express will be successfully launched or will generate revenues or otherwise have a positive impact on our results
of operations. We believe IPSIPay Express could be commercially launched and generate initial
revenues during the current fiscal year, but no assurances can be provided that this will be achieved or that (i) we will be able to raise
funds satisfactory to fulfill all of our capital contributions to IPSIPay Express or (ii) that we will ever receive distributions of free
cash flow from IPSIPay Express. Moreover, the IPSIPay Express product offering will be targeting so-called “high risk” sectors
such as online gaming and entertainment, which also carries certain risks.
Frictionless
Financial Technologies
On May 12, 2023, we entered
into an agreement with one of our technology partners, Frictionless Financial Technologies, Inc. (“Frictionless”), to, among
other things, divest ourselves of our interest in Frictionless and in Beyond Fintech, Inc., a joint venture entity we owned with Frictionless
which has been developing an application called Beyond Wallet. See Note 1(b) to the accompanying financial statements for further information.
Non-Binding Letter
of Intent with Business Warrior
Overview and Cautionary
Statement
On February 13, 2024,
we signed an amended and restated non-binding letter of intent (the “LOI”) with Business Warrior Corporation, a Wyoming corporation
(“BZWR”), pursuant to which we would acquire BZWR on the general terms described below (the “Proposed Transaction”).
Neither we nor BZWR have
any legal obligation of any kind with respect to the Proposed Transaction unless and until binding definitive agreements with respect
to the Proposed Transaction are executed. Moreover, the Proposed Transaction, assuming definitive agreements are even executed, would
be subject to the approval of the stockholders of both our company and BZWR and the satisfaction of other conditions to closing.
BZWR is a publicly listed,
revenue generating fintech company that offers PayPlan, a comprehensive lending software platform
that includes marketing services for lenders and businesses. We believe that a potential combination with a fintech company that generates
some revenue monthly would complement the development and commercial launch of our IPSIPay ExpressTM products and potentially
other product offerings.
In
addition, we and BZWR have certain convertible note investors (the “Note Holders”) in common. Therefore, one purpose of the
Proposed Transaction would be to convert the indebtedness of both the Company and BZWR held by the Note Holders into equity securities
of our company.
Outline
of Proposed Transaction Terms
The
principal terms of the Proposed Transaction are as follows:
|
1. |
Preliminary Structure. At the closing of the Proposed Transaction (the “Closing”), we would acquire 100% of the outstanding equity and equity equivalents of BZWR (including outstanding warrants and other securities that have the right to acquire or convert into equity securities of BZWR) on a cash-free, debt free basis by way of a merger of BZWR into a new subsidiary of our company. |
|
2. |
Consideration. The total consideration provided to or for the benefit of BZWR equity holders (including holders of warrants and other outstanding preferred stock or other convertible securities of BZWR), as applicable (the “Transaction Consideration”) would be in the form of newly-issued shares (the “Transaction Shares”) of shares of our common stock representing forty percent (40%) of the Common Stock immediately following the Closing. |
|
3. |
Note Exchange Transaction; Replacement Preferred. Prior to and as a condition to the Closing, the Note Holders of both our company and BZWR shall effect a note exchange transaction pursuant to which all of the outstanding convertible notes of our company and BZWR held by the Note Holders will be cancelled and exchanged for shares of newly-issued Series A Convertible Preferred Stock of the Company (“Replacement Preferred”). The terms of the Replacement Preferred will be negotiated with the Note Holders. |
|
4. |
BZWR Capitalization Restructure. Prior to the Closing, BZWR shall cause all of its outstanding shares of preferred stock and warrants to be converted into shares of BZWR common stock, net exercised or cancelled, with the effect that only shares of BZWR common stock would be outstanding a Closing, the holders of which would be entitled to receive the Transaction Consideration. |
|
5. |
Board of Directors. The post-Closing Board of Directors of the Company shall consist of a number of individuals to be agreed upon by IPSI and BZWR, provided that (i) the majority of the post-Closing Board of Directors will be appointed by IPSI and (ii) the majority of the post-Closing Board of Directors will be “independent” as defined under Nasdaq Stock Market rules. |
Company Loan to BZWR
On February 12, 2024, and in connection with the LOI and the Proposed
Transaction, we (utilizing a portion of the proceeds from the issuance of convertible notes) loaned funds to BZWR in the principal amount
of $226,190, which includes an original issue discount equal to $67,857, netting BZWR proceeds $158,333. The loan is memorialized by a
secured promissory note (the “BZWR Note”). The BZWR Note does not accrued interest, except in the case of an event of default,
which case interest accrues at 15% per annum. The BZWR Note matures on the earlier to occur of December 31, 2025 and the date that BZWR’s
securities are listed on a national securities exchange. The BZWR Note may be prepaid at any time for an amount equal to 110% of the then
principal and accrued interest. We shall have the right to exchange the BZWR Note for securities issued by BZWR in any subsequent private
placement by BZWR. The principal and accrued interest under BZWR Note is convertible into common stock of BZWR at a price equal to $0.0036
per share, subject to certain adjustments and potential resets. BZWR’s obligations under the BZWR Note are guaranteed by BZWR’s
subsidiaries and secured by a lien on BZWR’s accounts receivable. The BZWR Note is one of several similar notes issued by BZWR.
Keystone Capital Partners LLC is acting as collateral agent for the holders of such notes, include our company as the holder of the BZWR
Note.
Our Strategy and Market
We offer digital payment
solutions and services to businesses and consumers.
We believe the money
remittance business is changing after 50 years of an industry controlled by a very small number of large corporations. According to publicly
available data from Statista, total global remittance payments are estimated to reach over $750 billion in 2023, and for the first time
digital payments are estimated to exceed non-digital payments in 2023. Our ability to capture even a fraction of this massive global market
represents our largest value proposition.
Marketing
We had a formal marketing plan for our IPSIPay
business which included an extensive endorsement and social media campaign to attract customers to our platform. We exited this business
in September 2023 to focus on our IPSIPay Express business, as disclosed above.
We do not have a formal marketing plan for IPSIPay Express. However,
we, together with our joint venture partners, OpenPath and EfinityPay, have been leveraging existing business relationships, particularly
in the gaming and entertainment industries, to attract potential customers to use the IPEX payment processing solutions.
Once we have established a core base of customers
and are generating sufficient revenues, we will consider the need for a formal marketing plan for IPEX.
Competition
The payment service business
is highly competitive and continued growth depends on our ability to compete effectively. Companies like Western Union, Money Gram, Paypal,
and Venmo, dominate the money remittance business, and most of our competitors have far greater sources of financing, greater name recognition
and have been engaged in the industry longer than we have.
Intellectual Property
Previously we relied
on a combination of contractual rights, copyright, trademark and trade secret laws to establish and protect our technology and the technology
that we licensed We had three trademark applications on file and under review.
On
May 12, 2023, we assigned to Frictionless all shares of common stock of Beyond Fintech owned by us, which included the intellectual
property residing in Beyond Fintech.
On April 28, 2023, we formed
a new company called IPSIPay Express LLC (“IPSIPay Express”). This entity was formed as a joint venture with OpenPath,
Inc. and EfinityPay, LLC to develop and market a proprietary consumer to merchant real-time payment platform initially focused on
the fast-growing online gaming and entertainment sectors.
IPSIPay
Express was formed by the Members with the initial business purposes of providing credit card processing solutions and also a proprietary
solution for real time bank-to-bank payment transactions in a manner that provides seamless and frictionless consumer and merchant experiences,
with an initial focus on merchants operating in gaming and entertainment sectors.
On September
5, 2023, we entered into a novation agreement with a third party whereby the third party assumed all of our debts, clients, and services
and assumes all of our rights and responsibilities under the SAAS Cloud Hosted Services Enablement Master Services Agreement, including
the information technology, supplier access, billing and rating technology, mobile wallet, debit card enablement, back-office support
services, customer service, and consulting services related to our IPSIPay mobile application.
Government and Environmental Regulation
and Laws
We
act as a facilitator between consumers and finance product providers, and therefore operate in a highly regulated industry. While we do
not believe that our core business as a facilitator presently is subject to significant government regulation our finance product providers
are subject to a variety of regulations aimed at preventing money laundering and financing criminal activity and terrorism, financial
services regulations, payment services regulations, consumer protection laws, currency control regulations, advertising laws and privacy
and data protection laws and therefore may expect to experience periodic investigations by various regulatory authorities in connection
with the same, which may sometimes result in monetary or other sanctions being imposed upon them. Many of these laws and regulations are
constantly evolving and are often unclear and inconsistent with other applicable laws and regulations, making compliance challenging,
and may indirectly increase our operating costs and legal risks (or directly should it be determined that our business model is or becomes
subject to more extensive regulation). Any violations of any of the foregoing or similar laws, rules or regulations could adversely affect
our ability to maintain IPSIPay Express, which could have a material adverse effect on our operations and financial condition.
Human Capital/Employees
As of December 31, 2023,
we had 3 full time employees, including our Chief Executive Officer and our President and Chief Financial Officer and 2
part-time employees or consultants. None of our employees are represented by a labor union, and we consider our employee relations to
be good.
Our Corporate History
and Background
On May 12, 2016, the
Company (originally formed on September 23, 2013 under the name “Asiya Pearls, Inc.”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and
Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the
Merger Agreement, on May 12, 2016, the merger was consummated, and Qpagos Corporation and Merger Sub merged (the “Merger”),
with Qpagos Corporation continuing as the surviving corporation of the Merger. On May 27, 2016, the Company’s name was changed
from “Asiya Pearls, Inc.” to “QPAGOS”.
Pursuant to the
Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately
prior to the Merger was converted into the right to receive two shares of Common Stock. Additionally, pursuant to the Merger Agreement,
upon consummation of the Merger, the Company assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior
to the Merger, which were exercisable for an aggregate of approximately 621,920 shares of Common Stock as of the date of the
Merger. Prior to and as a condition to the closing of the Merger, a then-current holder of 500,000 shares of Common Stock agreed
to return 497,500 shares of Common Stock held by such holder to the Company and such holder retained an aggregate of 2,500 shares
of Common Stock. The other then stockholders of the Company retained 500,000 shares of Common Stock. Therefore, immediately
following the Merger, Qpagos Corporation’s former stockholders held 4,992,900 shares of Common Stock which represented
approximately 91% of the outstanding Common Stock.
The Merger was treated
as a reverse acquisition of the Company, then a public shell company, for financial accounting and reporting purposes. As such, Qpagos
Corporation was treated as the acquirer for accounting and financial reporting purposes while the Company was treated as the acquired
entity for accounting and financial reporting purposes.
Qpagos Corporation was
incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de
C.V. (“Qpagos Mexico”) and Redpag Electrónicos S.A.P.I. de C.V. (“Redpag”). Each of the entities were incorporated
in November 2013 in Mexico. Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag
was formed to deploy and operate kiosks as a distributor.
On June 1, 2016, the
board of directors of the Company (the “Board”) changed the Company’s fiscal year end from October 31 to December 31.
On November 1, 2019, the
Company changed its corporate name from “QPAGOS” to “Innovative Payment Solutions, Inc.” Additionally, and immediately
following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse
split of the then outstanding Common Stock at a ratio of 1-for-10, effective on November 1, 2019 (the “2019 Reverse Stock Split”).
As a result of the 2019 Reverse Stock Split, each ten pre-split shares of Common Stock outstanding automatically combined into one new
share of Common Stock without any further action on the part of the holders, and the number of outstanding shares of Common Stock was
reduced from 320,477,867 shares to 32,047,817 after rounding for fractional shares.
On December 31, 2019, the
Company consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the “Vivi
Shares”) of common stock of Vivi Holdings, Inc. (“Vivi. or “Vivi Holdings”) pursuant to a Stock Purchase Agreement
dated August 5, 2019 (the “SPA”). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston
Pereira (5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The transactions contemplated by the SPA closed on December 31, 2019
after the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company’s shareholders.
As a result, the Company no longer has any business operations in Mexico and has retained its U.S. operations, currently based in Carmel
By The Sea, California.
The Merger was treated
as a reverse acquisition of our company, which was then a public shell company, for financial accounting and reporting purposes. As such,
Qpagos Corporation was treated as the acquirer for accounting and financial reporting purposes while IPSI was treated as the acquired
entity for accounting and financial reporting purposes.
Pursuant to a Stock Purchase
Agreement dated June 22, 2021 (the “Frictionless SPA”), we acquired a 10% common stock interest in Frictionless. Frictionless
agreed to deliver to us, a live, fully compliant financial payment Software as a Service solution for use by us as a digital payment platform
that enables payments within the United States and abroad, including Mexico, together with a service agreement providing a full suite
of product services to facilitate our anticipated product offerings. Under the terms of the Frictionless SPA, we were granted irrevocable
rights to (i) participate up to fifty percent (50%) in future financings of Frictionless and (ii) acquire up to an additional 41%
of the outstanding common stock of Frictionless at a purchase price of $300,000 for each 1% acquired. Further, pursuant
to the Frictionless SPA, we agreed to issue to Frictionless or its designees a non-restricted, non-dilutable, five-year warrant to purchase 1,000,000
(30,000,000 pre-split) shares of our common stock at an exercise price of $4.50 ($0.15 pre-split) per share based on the delivery
of the financial payment software in accordance with the SPA. On December 30, 2022, we issued a warrant to Frictionless in satisfaction
of this obligation. Due to the pricing of financings undertaken by us between the date of the Frictionless SPA and the date the warrant
was granted, the exercise price of the warrant was set upon issuance at $0.345 ($0.0115 pre-split) per share. Further, the warrant
issued to Frictionless was for restricted shares of common stock and the “non-dilutable” provision was omitted.
On August 26, 2021, we
formed a new subsidiary, Beyond Fintech to acquire a product known as Beyond Wallet from a third party, together with the logo, use of
name and implementation of the product into our technology. We own 51% of Beyond Fintech with the other 49% owned by Frictionless.
On
April 28, 2023, the Company formed IPSIPay Express. See disclosure above for more information.
On
May 12, 2023, the Company entered into an Agreement with Frictionless (the “May 2023 Frictionless Agreement”) to unwind
the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless
Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company; (ii) the warrant to purchase 1,000,000
(30,000,000 pre-split) shares of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled;
(iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (the “Beyond Fintech
Shares”); and (iv) the rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b)
participate in future financings of Frictionless and (c) appoint a board member of Frictionless, were terminated. The consideration to
the Company for the assignment of the Beyond Fintech Shares to Frictionless was a credit against potential future services to be provided
by Frictionless to the Company in an amount up to $250,000. As a result of the novation agreement with Frictionless discussed below (see
note 5), the Company no longer utilizes, and does not expect to utilize, the services of Frictionless for the foreseeable future. The
collectability of the remaining credit receivable of $231,431 has been impaired.
On September
5, 2023, the Company entered into a novation agreement whereby it assigned all its rights and interest in its e-wallet product, IPSIPay,
and its receivables and payables due from and to Frictionless, related to IPSIPay, to a third party in order to concentrate all of its
efforts on the IPSIPay Express joint venture. See note 5 to the accompanying financial statements for further information.
Corporate Information
Our
principal offices are located at 56B 5th Street, Lot 1, #AT, Carmel by the Sea, CA, 93921, and our telephone number at that
office is (866) 477-4729. Our website address is www.ipsipay.com. Information contained in our website does not form part of this Annual
Report on Form 10-K and is intended for informational purposes only.
Available Information
We
have included our website address as a factual reference and do not intend it to be an active link to our website. We make available on
our website, www.ipsipay.com, our Annual Reports on Form 10-K, quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available free of charge
through the investor relations page of our internet website as soon as reasonably practicable after those reports are filed with the U.S.
Securities and Exchange Commission (“SEC”).
Item 1A. Risk Factors
Risks Relating to Our Company
We have had no revenue generating operations
to date with our current IPSIPay Express business model.
We have no operating
history in our current IPSIPay Express business model, which makes it difficult to evaluate our future potential. We have yet to demonstrate
our ability to overcome the risks frequently encountered in “start-up” companies, including in the payment services industry
in the United States, and are still subject to many of the risks common to early stage companies, including the uncertainty as to our
ability to implement our business plan, market acceptance of our proposed business and services, under-capitalization, cash shortages,
limitations with respect to personnel, financing and other resources and uncertainty of our ability to generate revenues. There is therefore
a significant risk that our activities will not result in any material revenues or profit, and the likelihood of our business viability
and long term prospects must be considered in light of the stage of our development. There can be no assurance that we will be able to
fulfill our stated business strategy and plans, or that financial, technological, market, or other limitations may force us to modify,
alter, significantly delay, or significantly impede the implementation of such plans. We have no results of operations in our current
business model for investors to use to identify historical trends. Investors should consider our prospects considering the risk, expenses
and difficulties we will encounter as an early-stage company. Our revenue and income potential is unproven and our business model is continually
evolving. We are subject to the risks inherent to the operation of a new business enterprise and cannot assure you that we will be able
to address these risks, and our inability to address these risks could lead to the failure of our business.
We have generated
and we will likely continue to generate, operating losses and experience negative cash flows, and it is uncertain whether we will ever
generate predictable revenues or achieve positive cash flows or profitability.
For the year ended December
31, 2023 and 2022, we incurred a net loss of approximately $5.8 million and $10.3 million, respectively. We have an accumulated deficit
of $58.2 million through December 31, 2023. We expect to continue to incur operating losses until such time, if ever, as we are able to
achieve sufficient levels of revenue from operations. There can be no assurance that we will ever generate significant sales or achieve
profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted.
We also expect to experience
negative cash flows for the foreseeable future as we fund our operating losses. Although we believe our existing cash and cash equivalents
will be sufficient for the near term, if in the long term we do not generate significant revenues or raise additional financing in order
to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure
to achieve or maintain profitability would likely negatively impact the value of our securities and financing activities.
We have a present
need for additional funding, which raises questions about our ability to continue as a going concern. We may be unable to raise capital
when needed, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts, or could
cause our business to fail.
As of December 31, 2023,
we had cash and cash equivalents of $50,433. We believe that based on our current operating plan, our existing cash and cash equivalents
(which (which were increased via a private placement in February and March 2024 through which we raised $0.4 million) was will only be
sufficient to enable us to fund our operations and our debt and other obligations for a very limited period. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” below. This raises
questions about our ability to continue as a going concern. Moreover, we have significant indebtedness due in the first half of 2024,
and thus we will need significant additional funds to repay our debt, fund our working capital, and fully implement our business plan
as we seek to achieve revenues, positive cash flow and profitability. There is a material risk that we will be unable to generate sufficient
revenues to pay our expenses, and if our existing sources of cash and cash flows are insufficient to fund our activities, we will need
to raise additional funds. Additional equity or debt financing may not be available on acceptable terms, if at all, particularly in the
current economic environment. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or
more of our new products in development.
Until such time, if ever,
as we can generate substantial product revenues, we will be required to finance our cash needs through public or private equity offerings,
debt financings and corporate collaboration and licensing arrangements. If we raise additional funds by issuing equity securities, our
stockholders may experience dilution. Debt financing, if available, may involve agreements that include covenants limiting or restricting
our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt
financing or additional equity that we may raise may contain terms, such as liquidation and other preferences, that are not favorable
to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be
necessary to relinquish valuable rights to our technologies, research programs or product candidates or grant licenses on terms that may
not be favorable to us.
If we are unable to generate
cash flow positive operations or achieve profitability, and if we are unable to raise additional funds on commercially reasonable terms
or at all, we may be required to significantly reduce or cease our operations, or our business could fail, which could result in the loss
to investors of their investment in our securities.
We have not generated
sufficient revenue or cash flow to pay our convertible notes, and conversion of such debt into shares of common stock, which would cause
significant dilution.
As of December 31, 2023,
we had outstanding convertible notes owed to institutional investors in the aggregate principal amount of approximately $4.15 million
maturing during 2024. To date, we have not generated sufficient revenue or cash flows to pay the balances owed under these notes and provide
sufficient working capital to run our business. The outstanding principal amount of the notes is convertible at any time into shares of
our common stock at $0.345 per share. In addition, upon the occurrence and during the continuation of an Event of Default (as defined
in the notes), the notes each will become immediately due and payable and we have agreed to pay additional default interest rates. We
may not have sufficient cash resources or access to funding to repay such notes. Moreover, upon conversion of these notes, our current
shareholders will suffer dilution, which given the current conversion price of the notes would be significant.
Servicing our debt
requires a significant amount of cash. Our ability to generate sufficient cash to service our debt depends on many factors beyond our
control.
Our ability to make payments
on and to refinance our debt, to fund planned capital expenditures and to maintain sufficient working capital depends on our ability to
generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations
or from other sources in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If our cash flow
and capital resources are insufficient to allow us to make scheduled payments on our debt, we may need to seek additional capital or restructure
or refinance all or a portion of our debt on or before the maturity thereof, any of which could have a material adverse effect on our
business, financial condition or results of operations. We cannot assure you that we will be able to refinance any of our debt on commercially
reasonable terms or at all, or that the terms of that debt will allow any of the above alternative measures or that these measures would
satisfy our scheduled debt service obligations. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable
terms, it could significantly adversely affect our financial condition and the value of our outstanding debt. Our ability to restructure
or refinance our debt will depend on the condition of the capital markets and our financial condition. Any refinancing of our debt could
be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
There can be no assurance that we will be able to obtain any financing when needed.
Covenant restrictions
under our indebtedness may limit our ability to operate our business.
Our outstanding convertible
notes contain, and our future indebtedness agreements may contain covenants that restrict our ability to finance future operations or
capital needs or to engage in other business activities. The Notes restrict our ability to:
| ● | incur, assume or guarantee
or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to
any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than Permitted
Indebtedness (as defined in the notes); |
| ● | repurchase capital stock; |
| ● | repay any Indebtedness (as
defined in the notes) other than certain secured notes which are no longer outstanding or Permitted Indebtedness or make other restricted
payments including, without limitation, paying dividends and making investments; |
| ● | sell or otherwise dispose of
assets; and |
| ● | enter into transactions with
affiliates. |
In addition, the notes
contain price protection anti-dilution provisions that will discourage financing at prices below the conversion price of the notes and
will result in a decrease in the conversion price of the notes if we should issue securities below such price.
We may never complete
our proposed business combination with Business Warrior.
In February 2024, we
signed a non-binding letter of intent relating to a proposed business combination with Business Warrior Corporation. While we believe
that such business combination could create benefits for our company, the proposed business combination comes with several significant
risks.
First, we may never enter
into binding, definitive agreements with respect to the business combination. The non-binding letter of intent we executed is preliminary
and subject to ongoing due diligence, negotiation and finalization. For many reasons, including the findings of our due diligence of BZWR,
or our inability to come to final terms with BZWR or our Note Holders (who are contemplated to exchange their convertible notes in our
company for newly-issued preferred stock of our company), we may elect to not proceed with the business combination.
Second, even if such
binding, definitive agreements are entered into, there will be several key conditions to closing the transaction, and if such conditions
are not satisfied, we will be unable to closing the transaction. Such conditions include, without limitation (i) approval of BZWR’s
stockholders of the transaction and (ii) approval of our stockholders of proposed issuance of newly-issued shares of preferred stock to
our and BZWR’s Note Holders. As such, there is a risk that the transaction will not close.
Finally, even if the
business combination closes, we may not realize the anticipated benefits of the transaction. For example, it may prove difficult or impossible
to combine and successfully integrate the businesses of our company and BZWR. We may also be unable to satisfy the terms of the preferred
stock to be issued to the Note Holders. If we are unable to realize the potential benefits of the proposed business combination with BZWR,
our business might fail.
In sum, you should not
invest in our Common Stock in reliance on the fact that the proposed business combination with Business Warrior will ever occur, or if
it occurs, that it will have a positive impact on our business and results of operations.
We have identified
material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or
that additional material weaknesses will not occur in the future.
Our management is responsible
for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a- 15(f) under the Exchange
Act. In connection with our audited financial statements for the year ended December 31, 2023, we identified material weaknesses in our
internal controls which included (i) insufficient segregation of duties and oversight of work performed in our accounting and finance
function due to limited personnel with the appropriate skill sets and (ii) lack of written policies and procedures to address all material
transactions and developments impacting our financial statements. However, given the small size of our company and the current state of
our business, we are faced with the risk that we may not always be able to detect errors or omissions in our financial reporting and we
face internal control weaknesses in the future. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls
and procedures in the future, or, if we experience material weaknesses and other deficiencies in our internal control and accounting procedures
and disclosure controls and procedures, our stock price could decline significantly and raising capital could be more difficult. If new
material weaknesses or significant deficiencies are discovered or if we otherwise fail to address the adequacy of our internal control
and disclosure controls and procedures from time to time, our business may be harmed. Moreover, effective internal controls are necessary
for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial
reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial
information, and the trading price of our securities could drop significantly.
Risks Related to Our
Business
The payment services
industry is highly competitive, and many of our competitors are larger and have greater financial and other resources.
The payment services
industry is highly competitive, and our continued growth depends on our ability to compete effectively with both traditional and non-traditional
payment service providers. We currently expect to face competition from a variety of financial and non-financial business groups which
include retail banks, non-traditional payment service providers which provide mobile top-up services, and mobile network operators, traditional
kiosk and terminal operators, electronic payment system operators, as well as other companies that provide various forms of payment services,
including electronic payment and payment processing services. Competitors in our industry seek to differentiate themselves by features
and functionalities such as speed, convenience, network size, accessibility, hours of operation, reliability and price. A significant
number of these competitors have greater financial, technological and marketing resources than we have, and operate robust networks and
are highly regarded by consumers.
There is uncertainty
as to market acceptance of our technology, products and services.
We have conducted our
own research into the markets for our technology, products and services; however, because we are a new entrant into the market, there
is a risk that the market will not accept our technology, products and services. Further, we have limited information on which to estimate
our anticipated level of sales. Our products and services require consumers and service providers to adopt our technology. Our industry
is susceptible to rapid technological developments and there can be no assurance that we will be able to match any new technological advances.
If we are unable to match the technological changes in the needs of our customers, the demand for our products will be reduced and our
ability to generate revenue could be adversely impacted.
We are dependent
on technology networks and systems to process, transmit and securely store electronic information and we could be subject to liability
if our technology systems fail to be secure.
We could be held liable
for damages or our reputation could suffer from security breaches or disclosure of confidential information or personal data. Through
Frictionless and other service providers, we are dependent on technology networks and systems to process, transmit and securely store
electronic information and to communicate with our kiosks, with our partners and with our customers. Security breaches of this infrastructure
could lead to shutdowns or disruptions of our systems and potential loss or unauthorized disclosure of confidential information or data,
including personal data. The theft and/or unauthorized use or publication of our, or our customers’, confidential information or
other proprietary business information as a result of such an incident could adversely affect our competitive position and reduce marketplace
acceptance of our services. Any failure in the networks or computer systems used by us or our customers could result in a claim for substantial
damages against us and significant reputational harm, regardless of our responsibility for the failure. In addition, through Frictionless
and other service providers, we have access to or are required to manage, utilize, collect and store sensitive or confidential customer
or employee data, including personal data. As a result, we are subject to numerous U.S. and non-U.S. laws and regulations designed to
protect this information, such as various U.S. federal and state laws governing the protection of personal data. If any person, including
any of our employees, negligently disregards or intentionally breaches controls or procedures with which we are responsible for complying
with respect to such data, or otherwise mismanages or misappropriates that data, or if unauthorized access to or disclosure of data in
our possession or control occurs, we could be subject to liability and penalties in connection with any violation of applicable privacy
laws and/or criminal prosecution, as well as significant liability to our customers or our customers’ clients’ for breaching
contractual confidentiality and security provisions or privacy laws. The loss or unauthorized disclosure of sensitive or confidential
customer or employee data, including personal data, whether through breach of computer systems, systems failure, employee negligence,
fraud or misappropriation, or otherwise, could damage our reputation and cause us to lose customers. Similarly, unauthorized access to
or through our information systems and networks or those we develop or manage for our customers, whether by our employees or third parties,
could result in negative publicity, legal liability and damage to our reputation, which could in turn harm our business, results of operations,
or financial condition.
We are subject
to economic risks that could impact the overall level of consumer spending.
The payment services
industry depends heavily on the overall level of consumer spending. We are exposed to general economic conditions that affect consumer
confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. Economic factors such as employment
levels, business conditions, energy and fuel costs, interest rates, and inflation rate could reduce consumer spending or change consumer
purchasing habits. A reduction in the amount of consumer spending could result in a decrease in our prospects for revenue and profits.
If users of our products and services spend or remit less money per transaction, we will have fewer transactions to process at lower amounts,
resulting in lower revenue. As we are targeting the migrant communities in the United States, weakening in the Mexican economy could have
a negative impact on users of IPSIPay which could, in turn, negatively impact our business, financial condition and results of operations,
particularly if the recessionary environment disproportionately affects some of the market segments that represent a larger portion of
our payment processing volume.
If consumer confidence
in our business deteriorates, our business, financial condition and results of operations could be adversely affected.
Our business is built
on consumers’ confidence in our brands, as well as our ability to provide fast, reliable payment services. As a consumer business,
the strength of our brand and reputation are of paramount importance to us. Several factors could adversely affect consumer confidence
in our brand, many of which are beyond our control, and could have an adverse impact on our results of operations. These factors include:
| ● | any regulatory action or investigation
against us; |
| ● | any significant interruption
to our systems and operations; and |
| ● | any breach of our security
systems or any compromises of consumer data. |
We expect to be
subject to extensive government regulation if we are deemed to be engaged in a regulated business, and we are faced with the risk that
new regulations applicable to our business will be enacted.
Currently, we are indirectly
impacted by government regulation, however, we may be directly subject to a variety of regulations aimed at preventing money laundering
and financing criminal activity and terrorism, financial services regulations, payment services regulations, consumer protection laws,
currency control regulations, advertising laws and privacy and data protection laws which may sometimes result in monetary or other sanctions
being imposed on our financial service providers or us. Many of these laws and regulations are constantly evolving and are often unclear
and inconsistent with other applicable laws and regulations, making compliance challenging and could directly or indirectly increase our
related operating costs and legal risks. In particular, there has been increased public attention and heightened legislation and regulations
regarding money laundering and terrorist financing. Our financial service providers or us may be required make significant judgment calls
in applying anti-money laundering legislation and risk being found in non-compliance with such laws, which could have an adverse impact
on our business.
The regulatory
regime governing digital assets and offerings of digital assets is evolving and uncertain, and new regulations or policies may materially
adversely affect our development.
We may incorporate digital
assets, including cryptocurrencies, as part of our product offerings. The regulatory regime governing digital assets is uncertain and
rapidly evolving, and new regulations or policies may materially adversely affect the development and the value of our company. Regulation
of digital assets is currently undeveloped and likely to rapidly evolve as government agencies take greater interest in them. Regulation
also varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various
legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance, or
take other actions, which may severely impact the digital assets market. In addition, any violations of laws and regulations relating
to the safeguarding of private information could subject us to fines, penalties or other regulatory actions, as well as to civil actions
by affected parties. Failure by us to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation
and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
The laws and regulations
indirectly affecting our industry are constantly evolving and failure to comply adversely impact our business.
Our business is indirectly
subject to a wide range and increasing number of laws and regulations, as described below. Liabilities or loss of business resulting from
a failure by us, our agents or their subagents to comply with laws and regulations and regulatory or judicial interpretations thereof,
including laws and regulations designed to protect consumers, or detect and prevent money laundering, terrorist financing, fraud and other
illicit activity, and increased costs or loss of business associated with compliance with those laws and regulations has had and we expect
will continue to have an adverse effect on our business, financial condition, results of operations, and cash flows. Our services are
subject to increasingly strict legal and regulatory requirements, including those intended to help detect and prevent money laundering,
terrorist financing, fraud, and other illicit activity. The interpretation of those requirements by judges, regulatory bodies and enforcement
agencies may change quickly and with little notice. Additionally, these requirements or their interpretations in one jurisdiction may
conflict with those of another jurisdiction. As United States federal and state as well as foreign legislative and regulatory scrutiny
and enforcement action in these areas increase, we expect that our costs of complying with these requirements could continue to increase,
perhaps substantially, and may make it more difficult or less desirable for consumers and others to use our services or for us to contract
with certain intermediaries, either of which would have an adverse effect on our revenue and operating income. For example, we have made
additional investments in our compliance programs based on the rapidly evolving and increasingly complex global regulatory and enforcement
environment and our internal reviews. These additional investments relate to enhancing our compliance capabilities, including our consumer
protection efforts. Further, failure by us or partners and service providers to comply with any of these requirements or their interpretation
could result in the suspension or revocation of a license or registration required to provide money transfer, payment or foreign exchange
services, the limitation, suspension or termination of services, changes to our business model, loss of consumer confidence, the seizure
of our assets, and/or the imposition of civil and criminal penalties, including fines and restrictions on our ability to offer services.
We are subject to numerous regulations such as those imposed by the Foreign Corrupt Practices Act (the “FCPA”) in the United
States and similar laws in other countries, which generally prohibit companies and those acting on their behalf from making improper payments
to foreign government officials for the purpose of obtaining or retaining business. Some of these laws, such as the Bribery Act, also
prohibit improper payments between commercial enterprises. Because our services are offered in other countries, we face significant risks
associated with our obligations under the FCPA and other national anti-corruption laws. Any determination that we have violated these
laws could have an adverse effect on our business, financial condition, results of operations, and cash flows. Our United States business
is subject to reporting, recordkeeping and anti-money laundering provisions of the federal Bank Secrecy Act and could be subject to regulatory
oversight and enforcement by U.S. Financial Crimes Enforcement Network (FinCEN).
The remittance and digital
payments industry has come under increasing scrutiny from government regulators and others in connection with its ability to prevent
its services from being abused by people seeking to defraud others. Our failure to continue to help prevent frauds and increased costs
related to the implementation of enhanced anti-fraud measures, or a change in fraud prevention laws or their interpretation or the manner
in which they are enforced has had and could in the future have an adverse effect on our business, financial condition, results of operations,
and cash flows.
Further, any determination
that our partners have violated laws and regulations could seriously damage our reputation and brands, resulting in diminished revenue
and profit and increased operating costs. In some cases, we could be liable for the failure of our partners to comply with laws which
also could have an adverse effect on our business, financial condition, results of operations, and cash flows. The regulations implementing
the remittance provisions of the Dodd-Frank Act also impose responsibility on us for any related compliance failures of our partners.
The requirements under
the U.S. Dodd-Frank Act, the European Revised Payment Services Directive and similar legislation enacted or proposed in other countries
have resulted and will likely continue to result in increased compliance costs, and in the event we or our agents are unable to comply,
could have an adverse impact on our business, financial condition, results of operations, and cash flows. Additional countries may adopt
similar legislation.
We may have difficulty
managing our growth, which may divert resources and limit our ability to successfully expand our operations.
Our implementation of
our business plan and current or future strategic initiatives will place significant demands on our operations and management. Our future
success will depend on the ability of our officers and other key employees to continue to implement and improve our operational, credit,
financial, management and other internal risk controls and processes, along with our reporting systems and procedures, as the number and
geographical scope of our customer and vendor relationships continue to expand. We may be unable to implement improvements to our management
information and control systems and control procedures and processes in an efficient or timely manner, and we may discover additional
deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate our expected increase
in revenue. Our growth strategy may require us to incur additional expenditures to expand our administrative and operational infrastructure.
If we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the
pace of growth or have to incur additional expenditures beyond current projections to support such growth, any one of which could adversely
affect our business and results of operations. We may be unable to increase the volume of sales at acceptable risk levels, expand our
customer base and manage the costs and implementation risks associated with our growth strategy. We also cannot provide you with any assurance
that our further expansion will be profitable, that we will be able to maintain any specific level of growth, if any, that we will be
able to maintain capital sufficient to support our continued growth or that we will be able to adequately and profitably manage that growth.
We may not be able
to complete or integrate successfully any potential future acquisitions, partnerships or joint ventures.
We have implemented joint
ventures and commercial partnerships as part of our business, and from time-to-time, we may evaluate possible acquisition transactions,
partnerships or joint ventures, some of which may be material. Potential future acquisitions, partnerships and joint ventures may pose
significant risks to our existing operations if they cannot be successfully integrated. These projects would place additional demands
on our managerial, operational, financial and other resources, create operational complexity requiring additional personnel and other
resources and require enhanced control procedures. In addition, we may not be able to successfully finance or integrate any businesses,
services or technologies that we acquire or with which we form a partnership or joint venture. Furthermore, the integration of any acquisition
may divert management’s time and resources from our core business and disrupt our operations. Moreover, even if we were successful
in integrating newly acquired assets, expected synergies or cost savings may not materialize, resulting in lower than expected benefits
to us from such transactions. We may spend time and money on projects that do not increase our revenue. Additionally, when making acquisitions
it may not be possible for us to conduct a detailed investigation of the nature of the assets being acquired due to, for instance, time
constraints in making the decision and other factors. We may become responsible for additional liabilities or obligations not foreseen
at the time of an acquisition. In addition, in connection with any acquisitions, we must comply with various antitrust requirements. It
is possible that perceived or actual violations of these requirements could give rise to regulatory enforcement action or result in us
not receiving all necessary approvals in order to complete a desired acquisition. To the extent we pay the purchase price of any acquisition
in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our stock, it could be dilutive to our stockholders.
To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our level of indebtedness and could
negatively affect our liquidity and restrict our operations. All of the above risks could have a material adverse effect on our business,
results of operations, financial condition, and prospects.
We are subject
to the discretion of administrative enforcement agencies.
In certain cases, regulations
may provide administrative discretion regarding enforcement, and regulations may be applied inconsistently across the industry, resulting
in increased costs for the Company that may not be incurred by competitors. Changes in laws, regulations or other industry practices and
standards, or interpretations of legal or regulatory requirements, may reduce the market for or value of our products or services or render
our products or services less profitable or obsolete. For example, policymakers may impose heightened customer due diligence requirements
or other restrictions, fees or taxes on remittances. Changes in the laws affecting the kinds of entities that are permitted to act as
money transfer agents (such as changes in requirements for capitalization or ownership) could adversely affect our ability to distribute
certain services and the costs of providing those services.
Major bank failure
or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could
adversely affect our business, financial condition and results of operations.
We face certain risks
in the event of a sustained deterioration of financial market liquidity, as well as in the event of sustained deterioration in the
liquidity, or failure, of our clearing, cash management and custodial financial institutions. In particular, in the event of a major bank
or credit card failure, we could be unable to process transactions via our mobile applications: In such a case, or if financial liquidity
deteriorates for other reasons, our ability to operate our business and our financial condition and results of operations could be significantly
harmed.
As our business
develops, we will need to implement enhanced compliance processes, procedures and controls with respect to the rules and regulations that
apply to our business.
Our success requires
significant public confidence in our ability to handle large and growing payment volumes and amounts of consumer funds, as well as comply
with applicable regulatory requirements. Any failure to manage consumer funds or to comply with applicable regulatory requirements could
result in the imposition of fines, harm our reputation and significantly diminish use of our products. In addition, if we are not in compliance
with anti-corruption laws and other laws governing the conduct of business with government entities and/or officials (including local
laws), we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our business,
financial condition, results of operations and prospects.
If we cannot keep
pace with rapid developments and change in our industry and provide new services to our clients, the use of our services could decline,
reducing our revenues.
The payment services
industry in which we operate is characterized by rapid technological change, new product and service introductions, evolving industry
standards, changing customer needs and the entrance of more established market players seeking to expand into these businesses. In order
to remain competitive, we continually seek to expand the services we offer and to develop new projects. These projects carry risks, such
as delays in delivery, performance problems and lack of customer acceptance. In our industry, these risks are acute. Any delay in the
delivery of new services or the failure to differentiate our services or to accurately predict and address market demand could render
our services less desirable, or even obsolete, to consumers. In addition, if alternative payment mechanisms become widely available, substituting
our current products and services, and we do not develop and offer similar alternative payment mechanisms successfully and on a timely
basis, our business and prospects could be adversely affected. Furthermore, we may be unable to recover the costs we have incurred in
developing new services. Our development efforts could result in increased costs and we could also experience a loss in business that
could reduce our earnings or could cause a loss of revenue if promised new services are not timely delivered to our clients, we are not
able to compete effectively with our competitors’ or do not perform as anticipated. If we are unable to develop, adapt to or access
technological changes or evolving industry standards on a timely and cost effective basis, our business, financial condition and results
of operations could be materially adversely affected.
Our systems and
our third party providers’ systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose
business and increase our costs.
We depend on the efficient
and uninterrupted operation of numerous systems, including our computer systems, software and telecommunications networks, as well as
the data centers that we lease from third parties. Our systems and operations, or those of our third party providers, could be exposed
to damage or interruption from, among other things, fire, flood, natural disaster, power loss, telecommunications failure, vendor failure,
unauthorized entry, improper operation and computer viruses. Substantial property and equipment loss, and disruption in operations, as
well as any defects in our systems or those of third parties or other difficulties could expose us to liability and materially adversely
impact our business, financial condition and results of operations. In addition, any outage or disruptive efforts to our data center would
result in the failure of our computers to operate and would, if for an extensive period, adversely impact our reputation, brand and future
prospects.
Unauthorized disclosure
of data, whether through cybersecurity breaches, computer viruses or otherwise, could expose us to liability, protracted and costly litigation
and damage our reputation.
We store and/or transmit
sensitive data, and we have ultimate liability to our consumers for our failure to protect this data. If breaches occur our encryption
of data and other protective measures may not prevent unauthorized disclosure of data. Unauthorized disclosure of data or a cybersecurity
breach could harm our reputation and deter clients from using electronic payments generally, increase our operating expenses in order
to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits,
result in the imposition of material penalties and fines by state authorities and otherwise materially adversely affect our business,
financial condition and results of operations.
Customer complaints
or negative publicity about our customer service could affect attractiveness of our services adversely and, as a result, could have an
adverse effect on our business, financial condition and results of operations.
Customer complaints or
negative publicity about our customer service could diminish consumer confidence in, and the attractiveness of, our services. Breaches
of our consumers’ privacy and our security systems could have the same effect. We sometimes take measures to combat risks of fraud
and breaches of privacy and security, such as freezing consumer funds, which could damage relations with our consumers. These measures
heighten the need for prompt and attentive customer service to resolve irregularities and disputes. Effective customer service requires
significant personnel expense, and this expense, if not managed properly, could impact our profitability significantly. Any inability
by us to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively.
If we do not handle customer complaints effectively, our reputation may suffer, and we may lose our customers’ confidence, which
could have a material adverse effect on our business, financial condition and results of operations.
Our payment system
might be used for fraudulent, illegal or improper purposes, which could expose us to additional liability and harm our business.
Despite measures we have
taken and continue to take, our payment system remains susceptible to potentially illegal or improper uses. These may include use of our
payment services in connection with fraudulent sales of goods or services, illicit sales of prescription medications or controlled substances,
software and other intellectual property piracy, money laundering, bank fraud and prohibited sales of restricted products. In the past
there have been news articles on how organized crime groups have used other payment services to transfer money in the course of illegal
transactions.
Criminals are using increasingly
sophisticated methods to engage in illegal activities such as counterfeiting and fraud. It is possible that incidents of fraud could increase
in the future. Our risk management policies and procedures may not be fully effective to identify, monitor and manage these risks. We
are not able to monitor in each case the sources for our counterparties’ funds or the ways in which they use them. Increases in
chargebacks or other liability could have a material adverse effect on our business, financial condition and results of operations. Furthermore,
an increase in fraudulent transactions or publicity regarding chargeback disputes could harm our reputation and reduce consumer confidence
in the use of our products.
We may not be able
to successfully protect the intellectual property we license or own and may be subject to infringement claims.
We rely on a combination
of contractual rights, copyright, trademark and trade secret laws to establish and protect our technology and the technology that we license
and/or that we develop in the future. We and our subsidiary have applied for trademark protection for certain marks, but there is a risk
that such trademarks will not be approved, which could leave us without important protections for our brand.
Also, we customarily
require our employees and independent contractors to execute confidentiality agreements or otherwise to agree to keep our proprietary
information and the information we license confidential when their relationship with us begins. Typically, our employment contracts also
include clauses requiring our employees to assign to us all the inventions and intellectual property rights they develop in the course
of their employment and to agree not to disclose our confidential information. Nevertheless, others, including our competitors, may independently
develop similar technology to that licensed by us, duplicate our services or design around our intellectual property. Further, contractual
arrangements may not prevent unauthorized disclosure of our confidential information or ensure an adequate remedy in the event of any
unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope or enforceability of
our intellectual property rights (including trade secrets and know-how), which could be expensive, could cause a diversion of resources
and may not prove successful. The loss of intellectual property protection could harm our business and ability to compete and could result
in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Additionally, we do not hold any patents
for our business model or our business processes, and we do not currently intend to obtain any such patents in the United States or elsewhere.
We may also be subject
to costly litigation in the event our services or the technology that we license are claimed to infringe, misappropriate or otherwise
violate any third party’s intellectual property or proprietary rights. Such claims could include patent infringement, copyright
infringement, trademark infringement, trade secret misappropriation or breach of licenses. We may not be able to successfully defend against
such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and might require
us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or
permanent injunction prohibiting us from marketing or selling certain of our services. In such circumstances, if we cannot or do not license
the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely
impacted. Additionally, in recent years, non-practicing entities have been acquiring patents, making claims of patent infringement and
attempting to extract settlements from companies in our industry. Even if we believe that such claims are without merit and successfully
defend these claims, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention
of our management and employees.
We may use open-source software in a
manner that could be harmful to our business.
We use open-source software
in connection with our technology and services. The original developers of the open source code provide no warranties on such code. Moreover,
some open source software licenses require users who distribute open source software as part of their software to publicly disclose all
or part of the source code to such software and/or make available any derivative works of the open source code on unfavorable terms or
at no cost. The use of such open source code may ultimately require us to replace certain code used in our products, pay a royalty to
use some open source code or discontinue certain products. Any of the above requirements could be harmful to our business, financial condition
and operations.
We do not have and may be unable to
obtain sufficient insurance to protect ourselves from business risks.
While we hold certain
mandatory types of insurance policies, we do not currently maintain insurance coverage for business interruption, property damage or loss
of key management personnel, as we have been unable to obtain these on commercially acceptable terms. We do not hold insurance policies
to cover for any losses resulting from counterparty and credit risks or fraudulent transactions. We also do not generally maintain separate
funds or otherwise set aside reserves for most types of business-related risks. Accordingly, our lack of insurance coverage or reserves
with respect to business-related risks may expose us to substantial losses, which could materially adversely affect our business, financial
condition and results of operations.
We rely on certain
key personnel and in a dynamic industry like ours, the ability to attract, recruit, retain and develop qualified personnel is critical
to our success and growth.
We rely substantially
on the efforts of our current senior management, including our Chief Executive Officer, William Corbett, and our President and Chief Financial
Officer, Richard Rosenblum. Our business would be impeded or harmed if we were to lose their services. In addition, our business functions
at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide-ranging set of
expertise and intellectual capital. In order for us to compete and grow successfully, we must attract, recruit, retain and develop the
necessary personnel who can provide the needed expertise across the entire spectrum of our capital needs. This is particularly true with
respect to qualified and experienced software engineers and information technology staff, who are highly sought after. The market for
such personnel is highly competitive, and we may not succeed in recruiting additional personnel or may fail to replace effectively current
personnel who depart with qualified or effective successors. Our efforts to retain and develop personnel may result in significant additional
expenses, which could adversely affect our profitability. We cannot assure you that we will be able to attract and retain qualified personnel
in the future. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and
results of operations.
Risks Relating to Our Securities
There is currently
a limited public trading market for our common stock and one may never develop.
There currently is a
limited public trading market for our securities, and it is not assured that any such public market will develop in the foreseeable future.
Moreover, there can be no assurance that even if our common stock is approved for listing on an exchange or is quoted in the over-the-counter
market in the future, that an active trading market will develop or be sustained. Therefore, we cannot predict the prices at which our
common stock will trade in the future, if at all. As a result, our investors may have limited or no ability to liquidate their investments.
Trading in our common
stock is conducted on the OTCQB, as we currently do not meet the initial listing criteria for any registered securities exchange. The
OTCQB and OTC Markets are less recognized markets than the registered securities exchanges and is often characterized by low trading volume
and significant price fluctuations. These and other factors may further impair our stockholders’ ability to sell their shares when
they want to and/or could depress our stock price. As a result, stockholders could find it difficult to dispose of, or obtain accurate
quotations of the price of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed
and security analyst and news coverage of our Company may be limited. If a public market for our common stock does develop, these factors
could result in lower prices and larger spreads in the bid and ask prices for our shares of common stock.
Because our common
stock may be a “penny stock,” it may be more difficult for investors to sell shares of our common stock, and the market price
of our common stock may be adversely affected.
Our common stock is deemed
to be a “penny stock” if, among other things, the stock price is below $5.00 per share, it is not listed on a national securities
exchange, or it has not met certain net tangible asset or average revenue requirements. Broker-dealers who sell penny stocks must provide
purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This risk-disclosure document provides information
about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser,
orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination
that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Broker-dealers
must also provide customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market
information relating to the penny stock. If a penny stock is sold to an investor in violation of the penny stock rules, the investor may
be able to cancel its purchase and get their money back.
If applicable, the penny
stock rules may make it difficult for stockholders to sell their shares of our common stock. Because of the rules and restrictions applicable
to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely affected. Also, many
brokers choose not to participate in penny stock transactions. Accordingly, stockholders may not always be able to resell their shares
of our common stock publicly at times and prices that they feel are appropriate.
Our stock price
has been subject to significant volatility, and future volatility may result in our investors incurring substantial losses.
Our stock price has fluctuated
in the past, has been subject to volatility and may be volatile in the future. We may incur rapid and substantial decreases in our stock
price in the foreseeable future that are unrelated to our operating performance. For example, the COVID-19 pandemic and its variants,
the Russia-Ukraine conflict, rising inflation and recent bank failures have caused broad stock market and industry fluctuations. Furthermore,
the market prices for companies operating in our industry have experienced extreme volatility. As a result of this volatility, investors
may experience losses on their investment in our common stock. The market price for our common stock may be influenced by many factors,
including the following:
| ● | conversion of our outstanding
convertible notes or exercise of outstanding warrants into shares of common stock at low prices, and the sale of such shares in the public
market; |
| ● | investor reaction to our business
strategy; |
| ● | the success of competitive
products or technologies; |
| ● | regulatory or legal developments
in the United States and other countries, especially changes in laws or regulations applicable to our products; |
| ● | variations in our financial
results or those of companies that are perceived to be similar to us; |
| ● | our ability or inability to
raise additional capital to fund our working capital and business plans, and the terms on which we raise it; |
| ● | declines in the market prices
of stocks generally; |
| ● | our public disclosure of the
terms of any financing which we consummate in the future; |
| ● | our failure to generate revenue
and positive cash flow or to become profitable; |
| ● | announcements by us or our
competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments; |
| ● | cancellation of key contracts; |
| ● | our failure to meet financial
or operational forecasts we publicly disclose; |
| ● | the trading volume of our common
stock; |
| ● | sales of our common stock by
us or our stockholders; |
| ● | general economic, industry
and market conditions; and |
| ● | other events or factors, including
those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public
health issues including health epidemics or pandemics, such as the continued spread of COVID-19 and its variants, and natural disasters
such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States
or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability |
These and similar market
and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. Since the stock
price of our common stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our common
stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has
often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of
management’s attention and resources, which could materially and adversely affect our business, financial condition, results of
operations and growth prospects. There can be no guarantee that our stock price will remain at current prices or that future sales
of our common stock will not be at prices lower than those sold to investors.
Because we became
public by means of a reverse merger, we and our shareholders may be faced with regulatory constraints, and we may not be able to attract
the attention of brokerage firms.
Additional risks may
exist because we became public through a reverse merger. For example, our status as a former “shell company” may limit the
ability of shareholders to utilize SEC Rule 144 to sell their shares. Further, as we did not become a public company via a traditional,
underwritten initial public offering, securities analysts of brokerage firms may not provide coverage of our company since there is little
incentive for brokerage firms to recommend the purchase of our common stock. In addition, institutional investors may have limitations
on investing in reverse merger companies, which could limit the universe of potential investors for our company. No assurance can be given
that brokerage firms will want to conduct secondary offerings on our behalf in the future. In addition, if we were to attempt to up-list
the listing of our securities on a national securities exchange we will likely be subject to additional listing requirements applicable
to entities that became public through a reverse merger.
Compliance with
the reporting requirements of federal securities laws are expensive and time consuming.
We are a public reporting
company in the United States, and accordingly, subject to the information and reporting requirements of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley
Act of 2002. The costs (in terms of expenses and the required dedication of management’s time and attention) of preparing and filing
annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. If we
do not provide current information about our company to market makers, they will not be able to trade our stock. Failure to comply with
the applicable securities laws could result in private or governmental legal action against us or our officers and directors, which could
have a detrimental impact on our business and financials, the value of our stock, and the ability of stockholders to resell their stock.
Our investors’
ownership will likely be diluted in the future.
In the future, we will
likely issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our
present stockholders. We expect to need to issue a substantial number of shares of common stock or other securities convertible into or
exercisable for common stock in connection the conversion or exercise of outstanding convertible notes and warrants (including, potentially,
up to 10,217,625 shares registered for resale pursuant to a registration statement filed on February 3, 2023) as well as in connection
with hiring or retaining employees, future acquisitions, raising additional capital in the future to fund our operations, and other business
purposes. Additional shares of common stock issued by us in the future, including shares issued upon exercise of the warrants and the
outstanding notes, will dilute an investor’s investment in the Company.
Our Board of Directors
has historically had significant control over us and we have yet to establish committees comprised of independent directors.
Each of our board members
has significant control over all corporate issues. In addition, two of our four directors serve as our senior officers. We have not established
board committees comprised of independent members, and we do not have an audit or compensation committee comprised of independent directors.
Our four directors performed these functions, despite not all being independent directors. Thus, there is potential conflict in that two
of our directors were also engaged in management and participated in decisions concerning management compensation and audit issues that
may affect management and our performance.
We do not have
an independent compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are
board members and other officers may not be commensurate with its financial performance.
A compensation committee consisting of independent directors is a safeguard
against self-dealing by company executives. Our Board of Directors is comprised of two executive officers and two other directors, and
absent an independent compensation committee currently determines the compensation and benefits of our executive officers, administers
our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an
independent compensation committee presents the risk that our executive officers on the board may have influence over their personal compensation
and benefits levels that may not be commensurate with its financial performance.
Limitations on
director and officer liability and indemnification of our officers and directors by our articles of incorporation, as amended, and by-laws
may discourage stockholders from bringing suit against an officer or director.
Our articles of incorporation,
as amended, and bylaws provide, with certain exceptions as permitted by Nevada law, that a director or officer shall not be personally
liable to us or our stockholders for breach of fiduciary duty as a director or officer, unless the director or officer committed both
a breach of fiduciary duty and such breach was accompanied by intentional misconduct, fraud or knowing violation of law. These provisions
may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood
of derivative litigation brought by stockholders on behalf of us against a director or officer.
We are responsible
for the indemnification of our officers and directors.
Should our officers and/or
directors require us to contribute to their defense in an action brought against them in their capacity as such, we may be required to
spend significant amounts of our capital. Our articles of incorporation, as amended, and bylaws also provide for the indemnification of
our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred
by them in any litigation to which they become a party arising from their association with or activities on behalf of us. In addition,
we have entered into an indemnification agreement with our Chief Executive Officer. This indemnification policy could result in substantial
expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability
for our key personnel, we may be unable to continue operating as a going concern.
We do not expect
to pay dividends on our common stock in the foreseeable future.
We have not paid cash
dividends on our common stock to date and we do not expect to pay dividends on our common stock for the foreseeable future, and we may
never pay dividends. Consequently, the only opportunity for investors to achieve a return on their investment may be if an active trading
market develops, and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors
to recognize a profit, neither of which we can guarantee will ever take place. Our payment of any future dividends will be at the discretion
of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results,
cash needs, and growth plans.
Item 1B. Unresolved Staff Comments
None
Item 1C. Cybersecurity
The manner in which we store and/or transmit sensitive
data in connection with our payment processing solutions is an important part of how we operate and plan to operate. We recognize the
importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item
106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm
to employees and violation of data privacy or security laws.
Identifying and assessing cybersecurity risk is
integrated into our overall risk management systems and processes. Cybersecurity risks related to our business, technical operations,
privacy and compliance issues are identified through review by our internal information technology governance, risk and compliance policies.
To defend, detect and respond to cybersecurity incidents, we, among other things: may conduct proactive privacy and cybersecurity reviews
of systems and applications, audit applicable data, conduct employee training, monitor emerging laws and regulations related to data protection
and information security and implement appropriate changes.
Our risk management program also assesses third
party risks, and we perform third-party risk management to identify and mitigate risks from IPSIPay Express and third parties like OpenPath,
EfinityPay, vendors, suppliers, and other business partners associated with our use of third-party service providers. Cybersecurity risks
are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks
when handling and/or processing our employee, business or customer data.
Item 2. Properties
The Company operated out of leased premises in Carmel by the Sea, California.
The lease initially commenced on March 22, 2021 and terminated on April 1, 2022, thereafter it was renewed on a month-to-month basis with
a monthly rental expense of $4,800 per month. On January 1, 2023 the property lease was renewed on a month-to-month basis, with a 90-day
termination notice period, with a monthly rental expense of $5,088. The lease was terminated with effect from August 31, 2023.
Item 3. Legal
Proceedings
From time to time, we
may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Below is a description of
our outstanding pending litigation matters. Litigation is subject to inherent uncertainties and an adverse result in the below described
or other matters may arise from time to time that may harm our business. Other than as set forth below, we are not presently a party to
any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our
business, operating results, financial condition or cash flows.
Voloshin v. Innovative
Payment Solutions, Inc.
On October 20, 2021,
a complaint was filed against our company and certain of its officers and directors with the Occupational Safety and Health Administration
of the United States Department of Labor (“OSHA”), captioned Naum Voloshin, Yulia Rey, Alexander Voloshin, Andrey Novikov,
and Frank Perez v. Innovative Payment Solutions, Inc., William Corbett, Richard Rosenblum, Madisson Corbett, Jim Fuller, Cliff Henry and
David Rios. The complaint generally alleged that complainants, four former employees of our company and one employee who was on suspension,
did not receive compensation to which they claim they were entitled and that they were wrongfully terminated for engaging in protected
activities in violation of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A. The complaint sought reinstatement of complainants’
employment, monetary damages including back pay, raises, bonuses, benefits, overtime, emotional distress and loss of reputation, orders
of abatement and injunctive relief, and costs of litigation.
In early 2022, OSHA dismissed
the claims of Ms. Rey and Mr. Perez, and they appealed that decision. We moved to dismiss the remaining claims and as of this writing
OSHA took no action with respect to that motion.
On May 25, 2022, the
parties held a mediation in an attempt to resolve the matters. The mediation was unsuccessful.
On October 26, 2022,
OSHA scheduled a hearing on Ms. Rey’s and Mr. Perez’s appeal for April 5, 2023. On November 8, 2022, the claimants’
counsel informed us that all five former employees intended to exercise their right to file a lawsuit in federal court and asked if we
would stipulate to dismissal of Rey’s and Perez’s OSHA claims without prejudice. We agreed and a stipulation of dismissal
without prejudice was filed on November 10, 2022.
On November 7, 2022,
the same five employees filed a lawsuit, not in federal court, but in the California Superior Court for the County of Los Angeles, against
our company and the same individuals against whom they had asserted their OSHA claim. The complaint asserted claims for, among
other things, breach of contract, failure to pay wages and failure to reimburse expenses under the California Labor Code and asserting
retaliation claims under the California Labor Code. On December 16, 2022, the same five employees filed an amended complaint dropping
all defendants from the case except Mr. Corbett and our company. The amended complaint asserts claims for violations of California Labor
Code Section 1102.5; wrongful termination in violation of public policy; breach of contract; breach of covenant of good faith and fair
dealing; violation of California Labor Code Section 201; waiting time penalties (Cal. Lab. Code Sections 201 & 203) and violation
of California Labor Code Section 2802
We and Mr. Corbett, the
sole remaining individual defendant, moved to compel arbitration on February 17, 2023. As a result of that motion and a stipulated order
entered by the court, all proceedings were stayed.
On June 8, 2023, while
our motion to compel arbitration was pending in the Superior Court three of the employees (Naum Voloshin, Alexander Voloshin, and Novikov)
filed a civil action in the U.S. District Court for the Central District of California. Naum Voloshin, et al., v. Innovative Payment
Solutions, Inc., Case No. CV 23-4515-JFW (PVCx), which alleges a single cause of action for retaliation in violation of The Sarbanes-Oxley
Act of 2002 (the “Federal Action”). The plaintiffs in the Federal Action made no attempt to serve their complaint or to give
notice to any defendant in the Federal Action until August 2023.
On August 30, 2023, the
Hon. William A. Crowfoot granted our and Mr. Corbett’s motion to compel arbitration, concluding that all of the claims alleged in
the former employees’ first amended complaint were subject to arbitration. After the former employees failed to initiate arbitration,
Defendants filed a motion to compel the appointment of an arbitrator, which was scheduled for hearing on January 2, 2024. On October 27,
2023, Plaintiffs, Perez, and Rey filed a petition for writ of mandate with the California Court of Appeal, seeking review of Judge Crowfoot’s
order granting our motion to compel arbitration. The California Court of Appeal denied the petition for writ of mandate on November 1,
2023. On December 15, 2023, all five former employees filed a demand for arbitration. We withdrew our motion to compel appointment of
an arbitration.
Upon motion of our company
and Mr. Corbett, on January 10, 2024, the U.S. District Court for the Central District of California stayed all proceedings in the Federal
Action until the arbitration is completed.
Plaintiffs Naum Voloshin,
Andrey Novikov, and Alexander Voloshin asserted, in the Federal Action, that they are entitled to damages in the following amounts: Naum
Voloshin: $950,000 plus an unstated amount of lost wages and emotional distress damages. The claim is premised upon Mr. Voloshin earning
$15,000 per month and a claim that he was entitled to receive 333,334 shares of Common Stock (after giving effect to our August 2023 reverse
stock split) on or about June 29, 2021 that he would have sold on July 1, 2021 for $2.85 per share on July 1, 2021 for $950,000. Andrey
Novikov: $285,000 plus emotional distress and punitive damages. The claim is premised upon Mr. Novikov earning $15,000 per month and a
claim that he was entitled to receive 100,000 shares of Common Stock (after giving effect to our August 2023 reverse stock split) on or
about June 29, 2021, that he would have sold at $2.85 per share on July 1, 2021 for $285,000. Alexander Voloshin: $263,000 plus emotional
distress and punitive damages. The claim is premised upon an alleged two-year contract signed in May 2021 that paid him $7,000 per month
and that promised him 333,334 shares of Common Stock (after giving effect to our August 2023 reverse stock split) on or about June 29,
2021. Mr. Voloshin claims he would have sold those share on or about July 1, 2021 for $2.85 per share for $950,000.
We have not received any information on the amount of the claims of
the other two plaintiffs.
An arbitrator has been
appointed, and it is anticipated that hearing on the arbitration will be held during 2024. Management is vigorously defending the claims
and intends to continue to do so.
Minkovich v. Corbett,
et al.
On May 26, 2022, Mr.
Jan Minkovich (“Minkovich”) filed a lawsuit in California Superior Court in Los Angeles County (Minkovich v. Corbett, et
al., CASE NO. 22CHCV00377) against our company and our Chairman and Chief Executive Officer William Corbett. The complaint asserts
six causes of action for: (i) breach of contract; (ii) nonpayment of wages; (iii) waiting time penalties; (iv) failure to indemnify for
alleged employee business expenses; (v) violation of Section 17200 of the California Business and Professional Code; and (vi) wrongful
termination of employment in violation of public policy. Minkovich seeks $570,000 in damages, penalties, and attorneys’ fees plus
shares equal to five percent (5%) ownership of our company.
We and Mr. Corbett filed
a motion to compel arbitration. The motion was denied on October 4, 2022. We and Mr. Corbett then appealed that decision to the California
Court of Appeal. As a result of the appeal, the court case was stayed until the appeal was decided. As a result of the stay, the demurrer
(the equivalent of a motion to dismiss) we and Mr. Corbett filed was not decided.
On February 27, 2024,
the California Court of Appeal, Second District, reversed the Superior Court’s decision denying our motion to compel arbitration.
The Court of Appeal remanded the case to the Superior Court with directions to issue a new order compelling to arbitration the parties’
dispute regarding the enforceability of the arbitration clause.
We expect that the plaintiff
will, most likely, initiate arbitration before the American Arbitration Association (“AAA”) based on this ruling. While, as
the court order states, the plaintiff may renew his challenge to the arbitration clause before the arbitrator, we believe such challenges
are rare and rarely succeed. Accordingly, we expect that the dispute will be resolved by AAA arbitration. Management is vigorously defending
the claims and intends to continue to do so.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
From November 3, 2014
to July 4, 2016, our common stock traded on the OTC Pink Markets under the symbol “ASYP” but no trading took place
during this time. Since July 5, 2016 our common stock has traded on the OTCQB Market, and our symbol was changed to “QPAG”
on June 2, 2016 and to “IPSI” on December 3, 2019.
The last reported sale
price of our common stock on the OTCQB on March 27, 2024, was $0.1314 per share. OTC market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
As of March 27, 2024,
there were approximately 68 holders of record of our common stock.
Dividend Policy
We have not paid any
cash dividends on our common stock to date, and we have no intention of paying cash dividends in the foreseeable future. Whether we declare
and pay dividends is determined by our Board of Directors at their discretion, subject to certain limitations imposed under Nevada corporate
law. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations, financial condition,
cash requirements and other factors deemed relevant by our Board of Directors.
Equity Compensation
Plan Information
The purpose of our equity
incentive plans is to promote the interests of our company and our stockholders by providing directors, officers, employees and consultants
of our company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of our company,
to acquire a proprietary interest in our long-term success and to reward the performance of individuals in fulfilling long-term corporate
objectives.
On June 18, 2018, we
established our 2018 Stock Incentive Plan (the “Plan”). The Plan terminates after a period of ten years in June 2028. The
Plan is administered by our board of directors or a committee appointed by our board of directors who have the authority to administer
the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.
The maximum number of
securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of Common Stock awarded to any individual
during any fiscal year may not exceed 3,333 shares of Common Stock.
On October 22, 2021,
our board of directors and stockholders established our 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan terminates
after a period of ten years in August 2031.
The maximum number of
securities available under the 2021 Plan is 1,766,667 shares of Common Stock.
Under the 2021 Plan,
we may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights; (iv) restricted
stock; (v) restricted stock unit; and (vi) other stock-based awards.
The following presents
certain information regarding our equity incentive plans as of December 31, 2023:
Plan Category | |
Number of
securities to be issued
upon exercise of outstanding options | | |
Weighted-
average exercise price of outstanding options | | |
Number of securities remaining available for future
issuance under equity compensation plans
(excluding securities reflected in column (a)) | |
| |
(a) | | |
(b) | | |
(c) | |
Equity compensation plans approved by security holders | |
| | |
| | |
| |
2018 Equity Incentive Plan | |
| — | | |
$ | — | | |
| 26,667 | |
2021 Equity Incentive Plan | |
| 1,520,002 | | |
| 4.46 | | |
| 246,665 | |
Equity compensation plans not approved by security holders | |
| — | | |
| — | | |
| — | |
Total | |
| 1,520,002 | | |
$ | 4.46 | | |
| 273,332 | |
Recent Sales of Unregistered
Securities
On October
19, 2023, the Company closed a transaction with Red Road Holdings Corporation pursuant to which the Company received net proceeds of $60,000,
after an original issue discount and fees of $13,450 in exchange for the issuance of a $73,450 Convertible Note, bearing interest
at 13%, which interest is earned on issuance of the note, an effective interest rate of 27.8%, and maturing on July 30, 2024.
The Note has mandatory monthly repayments of $9,222 which commenced on November 30, 2023. The Note is convertible into shares of Common
Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion.
On December 20, 2023, the Company
closed a transaction with Red Road Holdings Corporation pursuant to which the Company received net proceeds of $50,000, after an original
issue discount and fees of $13,250 in exchange for the issuance of a $63,250 Convertible Note, bearing interest at 15%,
which interest is earned on issuance of the note, an effective interest rate of 32.0%, and maturing on September 30, 2024. The Note
has mandatory monthly repayments of $8,082. The Note is convertible into shares of Common Stock at a variable conversion rate of 60%
of the lowest trading price twenty trading days before conversion.
Between
October 20, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 3 accredited investors, pursuant
to which the Company received an aggregate of $350,000 in gross proceeds in a private placement through the issuance of:
| ● | Convertible Promissory Notes
(the “2023 Notes” and each a “2023 Note”); and |
| ● | five-year warrants (the “2023
Warrants”) to purchase an aggregate 1,104,493 shares of Common Stock at an exercise price of $0.345 per share (as
adjusted for stock splits, stock combinations, dilutive issuances and similar events). |
The 2023
Notes mature 12 months, bear interest at 8% and are convertible into shares of Common Stock at a conversion price of $0.345 per share
(as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Notes may be prepaid at any time without
penalty. The Company is under no obligation to register the shares of Common Stock underlying the Notes or the 2023 Warrants for public
resale.
On December
14, 2023, two notes totaling $225,000 which matured on December 31, 2023 were rolled over for an additional 3 months to March 30, 2024.
In exchange for the roll-over, the Company issued the note holders warrants exercisable for 292 463 shares of common stock at an exercise
price of $0.345 per share.
Between February 6 and
February 21, 2024, the Company entered into Securities Purchase Agreements pursuant to which the Company issued convertible promissory
notes to four accredited investment entities for total gross proceeds of $308,335. The Notes are unsecured, mature 12 months from issuance
date and bear interest at a rate of 8% per annum, and are convertible into shares of common stock of the Company at a conversion price
of $0.345 per share (as adjusted for stock splits, stock combinations, and similar events). The Notes may be prepaid at any time without
penalty. The Note contains customary events of default. The Company is under no obligation to register the shares of Common Stock underlying
the Notes for public resale.
On March 4, 2024, the
Company entered into a Securities Purchase Agreement pursuant to which the Company issued a convertible promissory note and a warrant
exercisable for shares of common stock to an accredited investor. The Company realized gross proceeds of $100,000 after an original issue
discount of $14,286 and a once off interest charge of $9,143. The note matures on September 4, 2024. Principal and interest payments are
due in four equal instalments of $30,871 commencing on May 3, 2024. The note is convertible into common stock at a fixed price of $0.345
per share, unless the note is in default, whereby the conversion price will be 70% of the lowest closing bid price for the 5 trading days
prior to conversion. The note may be prepaid at any time for the full outstanding principal and outstanding interest.
Issuer Purchases of
Equity Securities
There were no issuer
purchases of equity securities during the fiscal year ended December 31, 2023.
Item 6. Reserved
Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
The following discussion
and analysis should be read in conjunction with, and is qualified in its entirety by, our audited annual financial statements and the
related notes thereto, each of which appear elsewhere in this Annual Report. This discussion contains certain forward-looking statements
that involve risks and uncertainties, as described under the heading “About Forward-Looking Statements” in this Annual Report.
Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these
risks and uncertainties. The Management Discussion and Analysis of Financial Condition and Results of Operations below is based upon only
the financial performance of Innovate Payment Solutions.
Overview
We
are a fintech provider of digital payment solutions presently focused on, through its participation in IPSIPay Express, developing a new
account-to-account payment application called Instant Settlement in RealTime as well as traditional credit card processing services. We
have in the past (under the name IPSIPay) and may in the future develop and operate “e-wallets” that enable consumers to deposit
cash, convert it into a digital form and remit funds quickly and securely.
Known Trends, Demands,
Commitments, Events or Uncertainties Impacting Our Business
Development of
IPSIPay Express
Our principal business
as of the date of this Report consists of our participation in the IPSIPay Express joint venture. Since May 2023, we have been working
with our joint venture partners OpenPath and EfinityPay to establish the necessary elements to commercially launch IPEX. This remains
our top business priority. As described in Item 1. Business, we have been responsible for certain key aspects of establishing and launching
IPEX. We will continue these efforts during 2024, and our results of operations for 2023 should be viewed in light of our exit from our
previous IPSIPay business and our work on IPEX. No assurances can be given that we will be able to launch IPEX with our joint venture
partners or that IPSIPay Express will generate revenues for us.
Potential Business
Combination with Business Warrior Corporation
As described in Item
1. Business, on February 13, 2024, we signed an amended and restated non-binding letter of intent relating to a potential business combination
with Business Warrior Corporation (“BZWR”), pursuant to which we would acquire BZWR. As of the date of this Report, neither
we nor BZWR have any legal obligation of any kind with respect to the proposed transaction. We are presently conducting due diligence
on BZWR and working with legal counsel on draft documentation for the transaction.
BZWR is a publicly listed,
revenue generating fintech company that offers PayPlan, a comprehensive lending software platform
that includes marketing services for lenders and businesses. We believe that a potential combination with a fintech company that generates
some revenue monthly would complement the development and commercial launch of our IPSIPay Express products and potentially other
product offerings. In addition, we and BZWR have certain convertible note investors in common. Therefore, one purpose of the proposed
transaction would be to convert the indebtedness of both our company and BZWR held by such note holders into equity securities of our
company.
No
assurances can be given, however, the business combination will ever take place. While this is a transaction we are presently interested
in pursuing, we may elect to forego the transaction as we deemed appropriate. Moreover, even if we enter into definitive agreements with
respect to the transaction, the transaction will be subject to material conditions to closing which may not be satisfied.
Inflation
Macro-economic conditions
could affect consumer spending adversely and consequently our future operations when we fully launch our e-wallet products commercially.
The U.S. has entered a period of significant inflation, and this may impact consumer’s desire to adopt our products and services
and may increase our costs overall. However, as of the date of this report, we do not expect there to be any material impact on our liquidity
as forecast in our business plan due to recent inflationary concerns in the U.S.
Foreign Exchange
Risks
We intend to operate
in several foreign countries. Changes and fluctuations in the foreign exchange rate between the US Dollar and other foreign currencies
may in future have an effect our results of operations.
Results of Operations
for the years Ended December 31, 2023 and December 31, 2022
Net revenue
We
recorded minimal revenues of $410 and $847 for the years ended December 31, 2023 and 2022, respectively. We pivoted to focus our attention
on the IPSIPay Express joint venture, we expect to generate initial revenues through the joint venture in the foreseeable future. We are
focusing all of our efforts on developing and launching IPSIPay Express, which we believe has a higher possibility for revenue generation
in the near and longer term.
Cost of goods sold
Cost
of goods sold was $3,547 and $5,052 for the years ended December 31, 2023 and 2022, respectively, and consists primarily of bank and merchant
related fees and chargebacks.
General and administrative
expenses
General and administrative
expenses were $3,576,352 and $5,452,579 for the years ended December 31, 2023 and 2022, respectively, a decrease of $1,876,227 or 34.4%.
The decrease is primarily due to the following;
|
(i) |
Salaries and wages were
$1,114,424 and $2,361,615 for the years ended December 31, 2023 and 2022, respectively, a decrease of $1,247,191 or 52.8%. The decrease
is primarily due to the decrease in stock based compensation of $855,826 on immediately vested options granted to our officers and directors
in the prior year. In addition, in the prior year, we incurred a restricted stock expense of $361,064 related to restricted stock issued
to our CEO which was fully vested on January 1, 2023.
Certain prior year expenses amounting to $38,254
were reclassified to payroll expenses (previously stated as $2,323.361) as they related to direct employee health care costs and employee
benefits. |
|
(ii) |
Consulting fees were $108,000 and $371,000 for
the years ended December 31, 2023 and 2022, respectively, a decrease of $263,000 or 70.9%. The decrease is primarily due to the following
major movements; (i) in the prior year, we issued 4,000,000 restricted shares valued at $168,000 and made additional cash payments of
$67,900 to sales related consultants; and (ii) we paid $31,500 as consulting fees to a previous board director, Clifford Henry. The remaining
movement of $4,400 is immaterial.
Certain prior year expenses amounting to $31,500
were reclassified from professional fees to consulting fees (previously stated as $339,500) that related to consulting fees paid to Clifford
Henry, a former board director. |
|
(iii) |
Directors’ fees were $52,500 and $105,000 for the years ended December 31, 2023 and 2022, respectively, a decrease of $52,500 or 50.0%, due to the lack of business activity, the Fees paid to directors were reduced by 50% in the current year. |
|
(iv) |
Selling and marketing costs were $428,909 and
$891,489 for the years ended December 31, 2023 and 2022, respectively, a decrease of $462,580 or 51.9%. The decrease is due to a decrease
in endorsement fees of $151,874 related to the immediate vesting of certain warrants issued to an affiliate of Mario Lopez in 2022 as
part of the promotion of our prior IPSIPay business, a reduction in direct marketing spend of $117,323 and a reduction in social media
spend of $197,732 on certain internet platforms due to the strategic shift away from the e-wallet business.
Certain prior year expenses amounting to $269,228
were reclassified to selling and marketing expenses and expenses amounting to $378 were reclassified to discontinued operations (selling
and marketing costs were previously stated as $622,639). The expenses reclassified were primarily social media costs that were previously
classified as professional fees and other immaterial general and administrative expenses. |
|
(v) |
Professional fees were $620,381 and $743,949 for
the years ended December 31, 2023 and 2022, respectively, a decrease of $123,568 or 16.6%. The decrease is primarily due to a decrease
in fees paid to Frictionless of $87,681 due to the novation of the IPSIPAY operations to Frictionless during May 2023 and a decrease in
proxy solicitation fees of $38,756.
Certain prior year expenses amounting to $(301,437)
were reclassified to selling and marketing expenses, consulting fees and general and administrative expenses and expenses amounting to
$71,680 were reclassified to discontinued operations. (professional fees were previously stated at $1,117,066). The expenses reclassified
to selling and marketing expenses ($271,658) consisted primarily of social media costs, the reclassification to consulting fees ($31,500),
consisted of consulting fees from a former director. The reclassification of certain general and administrative expenses was $1,721, and
is immaterial. |
|
(vi) |
Legal fees were $965,989 and $470,316 for the years ended December 31, 2023
and 2022, respectively, an increase of $495,673 or 105.4%, primarily due to two legal cases, one with a previous employee and the other
with a consultant who was to provide services to the Group. These cases are ongoing and are being defended. |
|
(vii) |
Insurance expense was $105,380 and $186,431 for
the years ended December 31, 2023 and 2022, respectively, a decrease of $81,051 or 43.5%, primarily due to the cancellation of certain
policies during the current year.
Certain prior year expenses amounting to $37,625
were reclassified to payroll expenses (previously stated as $224,056) as they related to direct employee health care costs. |
|
(viii) |
Other general and administrative expenses were $180,769 and $322,780
for the years ended December 31, 2023 and 2022, respectively, a decrease of $142,011 or 44.0%. The decrease is made up of several individually
insignificant balances, in line with management’s overall objective of decreasing operational expenditure during the 2023 fiscal
year. |
Depreciation
Depreciation
was $380,634 and $132,394 for the years ended December 31, 2023 and 2022, respectively, an increase of $248,240. The increase is primarily
due to the September 2022 commencement of amortization of the platform prior to its novation to a third party during the current year.
Investment impairment
charge
Investment impairment
charge was $0 and $1 for the years ended December 31, 2023 and 2022, respectively, the amount is immaterial.
Loss on debt conversion
Loss on debt conversion
was $90,761 and $0 for the years ended December 31, 2023 and 2022, respectively, an increase of $90,761. The loss on debt conversion during
the current year represents a loss realized on the conversion of convertible notes, into equity at fixed conversion prices of $0.345 per
share, when the stock price ranged from $0.35 per share to $0.60 per share, resulting in a loss of $90,761. A total of $432,500 was converted
from convertible debt to equity during the year ended December 31, 2023.
Loss on convertible
notes
Loss on convertible notes
was $73,562 and $4,602,709 for the years ended December 31, 2023 and 2022, respectively, a decrease of $4,529,147 or 98.4%. The decrease
is due the following; (i) in the current year, we extended the maturity date of two convertible notes and issued the noteholders additional
warrants exercisable for 292,463 shares of common stock, which resulted in a loss on debt extinguishment of $64,256; and (ii) we early
settled two convertible notes resulting in an early settlement penalty of $9,306. In the prior year we repaid one convertible note and
modified the maturity date of two convertible notes, resulting in the triggering of a full rachet provision on certain warrants, the reduction
in the conversion price of certain convertible notes and the exchange of certain warrants for promissory notes, discussed fully in note
16 to the financial statements.
Loss on novation
Loss
on novation was $1,066,165 and $0 for the years ended December 31, 2023 and 2022, respectively, an increase of $1,066,165 or 100%. The
loss on novation arose due the novation of the IPSIPay platform and all rights and obligations associated with the service agreement with
Frictionless to a third party.
Fair value of warrants
issued
Fair
value of warrants issued was $14,176 and $0 for the years ended December 31, 2023 and 2022, respectively, an increase of $14,176 or 100.0%.
We issued a replacement warrant exercisable for 33,334 shares to an investor during the current period.
Interest expense
Interest
expense was $424,177 and $199,788 for the years ended December 31, 2023 and 2022, respectively, an increase of $224,389 or 112.3%. The
increase is related to the additional $2,461,666 of convertible note funding raised during the current year to fund the company’s
investment in the IPSIPay Express joint venture which is expected to become operational in the foreseeable future.
Amortization of debt
discount
Amortization of debt discount was $770,372 and $263,200 for the years
ended December 31, 2023 and 2022, respectively, an increase of $507,172 or 192.7%. The increase is primarily due to the amortization of
debt discount related to the valuation of warrants, derivative liabilities and OID’s and fees paid on the $2,461,666 of convertible
debt raised during the current year.
Derivative liability
movements
Derivative liability
movements were $1,501,446 and $411,752 for the years ended December 31, 2023 and 2022, respectively. The derivative liability arose due
to the issuance of convertible securities with variable conversion prices and no floor conversion price. The credit during the current
year represents the mark-to-market of the derivative liability outstanding as of December 31, 2023, primarily as a result of a decrease
in the share price over the prior year.
Net loss from equity
method investment
Net loss from equity method investment was $403,282 and $0 for the
years ended December 31, 2023 and 2022, respectively, an increase of $403,282 or 100.0%. On April 28, 2023, we formed a new Delaware limited
liability company called IPSIPay Express LLC as a three-way joint venture with two other entities to develop and market a proprietary
consumer to merchant real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors. On June
19, 2023, we entered into the IPEX Operating Agreement with OpenPath, Inc. and EfinityPay, LLC to memorialize the terms of our IPSIPay
Express joint venture. The loss represents our proportionate share of the operating expenses of the joint venture and the additional loss
associated with the increase in the basis of our investment from 11.11% to 22.22%, based on the net asset value of the joint venture.
Net loss from continuing
operations
Net loss from continuing
operations was $5,301,112 and $10,243,124 for the years ended December 31, 2023 and 2022, respectively, a decrease in loss of $4,942,012
or 48.2%. The decrease is primarily due to the decrease in general and administrative expenses, the decrease in the penalty on convertible
notes and the movement in derivative liabilities, offset by, the loss on novation, the increase in interest expense and the increase in
the amortization of debt discount, all discussed in detail above.
Operating loss from
discontinued operations
Operating
loss from discontinued operations was $40,821 and $88,300 for the years ended December 31, 2023 and 2022, respectively, a decrease of
$47,479 or 53.8%. Beyond Fintech was disposed of in May 2023.
Loss on disposal of
subsidiary
Loss
on disposal of subsidiary was $495,424 and $0 for the years ended December 31, 2023 and 2022, respectively, an increase of $495,424 or
100.0%. On May 12, 2023, the Company entered into an Agreement with Frictionless to unwind the equity ownership stakes that the Company
and Frictionless have in each other and in Beyond Fintech. The Company assigned to Frictionless all common stock of Frictionless owned
by the Company and all shares of common stock of Beyond Fintech owned by the Company. The consideration to the Company for the assignment
of the Beyond Fintech Shares to Frictionless was $250,000, resulting in a net loss on disposal of $495,424.
Net loss
Net loss was $5,837,357 and $10,331,424 for the years ended December
31, 2023 and 2022, respectively, a decrease of $4,494,067 or 43.5%. the decrease is primarily attributable to the decrease in net loss
from continuing operations and the loss on disposal of subsidiary and investment, as discussed in detail above.
Liquidity and Capital Resources
To date, our primary
sources of cash have been funds raised primarily from the sale of our debt and equity securities.
We have an accumulated
deficit of $58,235,618 through December 31, 2023 and incurred negative cash flow from operations of $1,416,809 for the year ended December
31, 2023. Our primary focus was on launching and operating e-wallets that enable consumers to deposit cash, convert it into a digital
form and remit the funds to Mexico and other countries quickly and securely, which will require us to spend, substantial amounts in connection
with implementing our business strategy. During the second quarter of 2023 we formed a new Delaware limited liability company called IPSIPay
Express as a three-way joint venture with two other entities to develop and market a proprietary consumer to merchant real-time payment
platform initially focused on the fast-growing online gaming and entertainment sectors. On June 19, 2023, we entered into the IPEX Operating
Agreement to memorialize the terms of the joint venture.
At December 31, 2023, we had cash of $50,433 and working capital deficit
of $8,143,976 including a derivative liability of $1,434,196. After eliminating the derivative liability our working capital deficit is
$6,709,780. Subsequent to December 31, 2023, up to March 4, 2024, we raised $408,335 through the issuance of convertible notes to accredited
investors.
We
used cash of $1,416,809 and $3,061,953 in operations for the years ended December 31, 2023 and 2022, respectively. Overall cash used in
operations decreased by $1,645,144 due to cost containment efforts to preserve cash balances.
We invested a further
$80,296 in our e-wallet platforms to enhance the product offering and to further develop the Beyond Wallet application (which was discontinued
in May 2023). We also invested $999,000 in our IPSIPay Express joint venture to develop and market a proprietary consumer to merchant
real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors.
We
generated cash from financing activities of $2,157,312 during the current year, primarily $2,461,666 from convertible notes issued to
investors to bridge our working capital and repaid $304,354 of convertible notes. Cash utilized in financing activities for the year ended
December 31, 2022 included the repayment of a convertible note of $1,147,063.
At December 31, 2023,
we had outstanding convertible notes, including interest thereon of $4,391,782 (before unamortized debt discount of $687,502) and outstanding
promissory notes, including interest thereon of $1,062,007. The notes contain certain covenants, such as restrictions on: (i) distributions
on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets. The notes bear interest at a rates of 8% to
32.0% per annum. and are convertible into our common stock at conversion prices ranging from fixed conversion prices of$0.345 per share
(as adjusted for stock splits, stock combinations, dilutive issuances and similar events), to variable conversion prices of 60% of lowest
trading prices over a 20 trading day period. Should the investors choose not to convert these convertible notes, we may need to repay
these notes together with interest thereon which will impact on our liquidity.
Pursuant to the IPSIPay
Express joint venture agreement, we were required to invest another $500,000 in IPSIPay Express by November 30, 2023. In late 2023, we
agreed with our joint venture partners that such investment was not required. Therefore our share of the outstanding equity interests
of IPSIPay Express remains at 22.22%. There is no penalty for non-payment other than our share of the joint venture remaining at 22.22%
and not increasing to 33.33%.
Given our losses and
negative cash flows, we will be required to raise significant additional funds to progress our business as planned by issuing equity or
equity-linked securities. Should this occur, our stockholders would experience dilution, perhaps significantly. Additional debt financing,
if available, may involve covenants restricting our operations or our ability to incur additional debt. Any additional debt financing
or additional equity that we raise may contain terms that are not favorable to us or our stockholders and require significant debt service
payments, which diverts resources from other activities. Moreover, there is a risk that financing may be unavailable to support our operations
on favorable terms, or at all.
There
is also a significant risk that none of our plans to raise financing will be implemented in a manner necessary to sustain us for an extended
period of time. If adequate funds are not available to us when needed, we may be required to continue with reduced or discontinued operations
or to obtain funds through arrangements that may require us to relinquish rights to technologies or potential markets, any of which could
have a material adverse effect on our company. In addition, our inability to secure additional funding when needed could cause our
business to fail or become bankrupt or force us to wind down or discontinue operations.
We do not have any off
balance sheet financing arrangements as of the date of this Report.
Capital Expenditures
Our capital expenditure
is dependent on our cash resources, currently we are not forecasting any additional capital expenditure for the 2024 fiscal year.
Critical Accounting
Policies
Preparation of our consolidated
financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates
and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure
of contingent assets and liabilities. Significant accounting policies are fundamental to understanding our financial condition and results
as they require the use of estimates and assumptions which affect the financial statements and accompanying notes. See Note 2 - Summary
of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-
K for further information.
Recently Issued Accounting
Pronouncements
See Note 2 - Summary
of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K
for information regarding recently issued accounting standards.
Contractual Obligations
We have contractual obligations
in the form of notes and convertible notes which are described in the financial statements included as part of this Report.
Inflation
The effect of inflation
on the Company’s operating results was not significant.
Interest rate sensitivity
We are not subject to
interest rate sensitivity; our only debt consists of fixed rate convertible debt.
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk
Not applicable because
we are a smaller reporting company.
Item 8. Financial Statements and Supplemental
Data
|
805 Third Avenue
New York, NY 10022
Tel. 212.838.5100
Fax 212.838.2676
www.rbsmllp.com |
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Innovative Payment Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Innovative Payment Solutions, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements
of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the two-year period ended December
31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the two years in the two-year period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.
The Company's Ability to Continue as a Going Concern
The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying consolidated
financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities,
has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going concern.
Management's evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note
3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters
arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Based on the previous year’s audits and the reviews performed by RBSM during year ended December
31, 2023, RBSM determined there were no CAM’s for the audit of the year ended December 31, 2023.
|
We have served as the Company’s auditor since 2014. PCAOB ID 587 |
New York, NY |
March 29, 2023 |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
CONSOLIDATED BALANCE
SHEETS
| |
December 31, | | |
December 31, | |
| |
2023 | | |
2022 | |
Assets | |
| | |
| |
| |
| | |
| |
Current Assets | |
| | |
| |
Cash | |
$ | 50,433 | | |
$ | 373,822 | |
Other current assets | |
| 38,818 | | |
| 97,042 | |
Assets held for sale | |
| - | | |
| 807,263 | |
Total Current Assets | |
| 89,251 | | |
| 1,278,127 | |
| |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Plant and equipment | |
| 7,027 | | |
| 40,362 | |
Intangible assets | |
| - | | |
| 1,401,491 | |
Security deposit | |
| 5,000 | | |
| 32,592 | |
Equity method investment | |
| 703,938 | | |
| - | |
Total Non-Current Assets | |
| 715,965 | | |
| 1,474,445 | |
Total Assets | |
$ | 805,216 | | |
$ | 2,752,572 | |
| |
| | | |
| | |
Liabilities and Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 2,023,375 | | |
$ | 727,922 | |
Liabilities held for sale | |
| - | | |
| 33,810 | |
Federal relief loans – current portion | |
| 9,369 | | |
| - | |
Notes payable | |
| 1,062,007 | | |
| 964,268 | |
Convertible debt, net of unamortized discount of $687,503 and $263,200, respectively | |
| 3,704,280 | | |
| 2,266,602 | |
Derivative liability | |
| 1,434,196 | | |
| 2,550,642 | |
Total Current Liabilities | |
| 8,233,227 | | |
| 6,543,244 | |
| |
| | | |
| | |
Non-Current Liabilities | |
| | | |
| | |
Federal relief loans | |
| 150,000 | | |
| 163,978 | |
Total Non-Current Liabilities | |
| 150,000 | | |
| 163,978 | |
| |
| | | |
| | |
Total Liabilities | |
| 8,383,227 | | |
| 6,707,222 | |
| |
| | | |
| | |
Equity (Deficit) | |
| | | |
| | |
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022. | |
| - | | |
| - | |
Common stock, $0.0001 par value; 750,000,000 shares authorized, 13,819,889 and 12,563,426 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.* | |
| 1,382 | | |
| 1,256 | |
Additional paid-in-capital* | |
| 50,656,225 | | |
| 48,442,355 | |
Accumulated deficit | |
| (58,235,618 | ) | |
| (52,399,858 | ) |
Total equity (deficit) attributable to Innovative Payment Solutions, Inc. Stockholders | |
| (7,578,011 | ) | |
| (3,956,247 | ) |
Non-controlling interest | |
| - | | |
| 1,597 | |
Total Equity (Deficit) | |
| (7,578,011 | ) | |
| (3,954,650 | ) |
Total Liabilities and Equity (Deficit) | |
$ | 805,216 | | |
$ | 2,752,572 | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
CONSOLIDATED STATEMENTS
OF OPERATIONS
| |
Twelve months ended | | |
Twelve months ended | |
| |
December | | |
December | |
| |
2023 | | |
2022 | |
Net Revenue | |
$ | 410 | | |
$ | 847 | |
| |
| | | |
| | |
Cost of Goods Sold | |
| 3,547 | | |
| 5,052 | |
| |
| | | |
| | |
Gross loss | |
| (3,137 | ) | |
| (4,205 | ) |
| |
| | | |
| | |
General and administrative | |
| 3,576,352 | | |
| 5,452,579 | |
Depreciation | |
| 380,634 | | |
| 132,394 | |
Total Expense | |
| 3,956,986 | | |
| 5,584,973 | |
| |
| | | |
| | |
Loss from Operations | |
| (3,960,123 | ) | |
| (5,589,178 | ) |
| |
| | | |
| | |
Investment impairment charge | |
| - | | |
| (1 | ) |
Loss on debt conversion | |
| (90,761 | ) | |
| - | |
Loss on convertible notes | |
| (73,562 | ) | |
| (4,602,709 | ) |
Loss on novation | |
| (1,066,165 | ) | |
| - | |
Fair value of warrants issued | |
| (14,176 | ) | |
| - | |
Interest expense, net | |
| (424,117 | ) | |
| (199,788 | ) |
Amortization of debt discount | |
| (770,372 | ) | |
| (263,200 | ) |
Derivative liability movements | |
| 1,501,446 | | |
| 411,752 | |
Loss before income taxes | |
| (4,897,830 | ) | |
| (10,243,124 | ) |
| |
| | | |
| | |
Income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net loss after income taxes | |
| (4,897,830 | ) | |
| (10,243,124 | ) |
| |
| | | |
| | |
Net loss from equity method investments | |
| (403,282 | ) | |
| - | |
| |
| | | |
| | |
Net loss from continuing operations | |
| (5,301,112 | ) | |
| (10,243,124 | ) |
| |
| | | |
| | |
Discontinued operations | |
| | | |
| | |
Operating loss from discontinued operations | |
| (40,821 | ) | |
| (88,300 | ) |
Loss on disposal of subsidiary and investment | |
| (495,424 | ) | |
| - | |
Net loss from discontinued operations | |
| (536,245 | ) | |
| (88,300 | ) |
| |
| | | |
| | |
Net loss | |
| (5,837,357 | ) | |
| (10,331,424 | ) |
| |
| | | |
| | |
Net loss attributable to non-controlling interest | |
| 1,597 | | |
| 43,267 | |
| |
| | | |
| | |
Net loss attributable Innovative Payment Solutions, Inc. Stockholders’ | |
$ | (5,835,760 | ) | |
$ | (10,288,157 | ) |
| |
| | | |
| | |
Basic and diluted loss per share* | |
| | | |
| | |
Continuing operations* | |
$ | (0.41 | ) | |
$ | (0.83 | ) |
Discontinued operations* | |
| (0.04 | ) | |
| (0.00 | ) |
| |
$ | (0.45 | ) | |
$ | (0.83 | ) |
| |
| | | |
| | |
Weighted Average Number of Shares Outstanding - Basic and diluted | |
| 12,844,609 | | |
| 12,406,677 | |
The accompanying notes
are an integral part of these audited consolidated financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD JANUARY 1, 2022 TO DECEMBER 31, 2023
| |
Preferred Stock Shares | | |
Amount | | |
Common Stock Shares* | | |
Amount* | | |
Additional Paid-in Capital* | | |
Accumulated Deficit | | |
Non-controlling shareholders interest | | |
Total Stockholders’ Equity (Deficit) | |
Balance at December 31, 2021 | |
| - | | |
$ | - | | |
| 12,263,426 | | |
$ | 1,226 | | |
$ | 45,806,576 | | |
$ | (42,111,701 | ) | |
$ | 35,211 | | |
$ | 3,731,312 | |
Fair value of warrants issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| 708,063 | | |
| - | | |
| - | | |
| 708,063 | |
Shares issued for services | |
| - | | |
| - | | |
| 233,333 | | |
| 23 | | |
| 332,977 | | |
| - | | |
| - | | |
| 333,000 | |
Stock based option expense | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,233,682 | | |
| - | | |
| - | | |
| 1,233,682 | |
Restricted stock awards | |
| - | | |
| - | | |
| 66,667 | | |
| 7 | | |
| 361,057 | | |
| - | | |
| - | | |
| 361,064 | |
Proceeds from non-controlling shareholders | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9,653 | | |
| 9,653 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (10,288,157 | ) | |
| (43,267 | ) | |
| (10,331,424 | ) |
Balance at December 31, 2022 | |
| - | | |
$ | - | | |
| 12,563,426 | | |
$ | 1,256 | | |
$ | 48,442,355 | | |
$ | (52,399,858 | ) | |
$ | 1,597 | | |
$ | (3,954,650 | ) |
Conversion of convertible debt | |
| - | | |
| - | | |
| 1,253,625 | | |
| 126 | | |
| 523,135 | | |
| - | | |
| - | | |
| 523,261 | |
Additional shares issued on reverse stock split | |
| - | | |
| - | | |
| 2,838 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Fair value of warrants issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 159,004 | | |
| - | | |
| - | | |
| 159,004 | |
Fair value of warrants issued to convertible debt holders | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,045,655 | | |
| - | | |
| - | | |
| 1,045,655 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 377,856 | | |
| - | | |
| - | | |
| 377,856 | |
Fair value of warrants issued for equity method investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| 108,220 | | |
| - | | |
| - | | |
| 108,220 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,835,760 | ) | |
| (1,597 | ) | |
| (5,837,357 | ) |
Balance at December 31, 2023 | |
| - | | |
$ | - | | |
| 13,819,889 | | |
$ | 1,382 | | |
$ | 50,656,225 | | |
$ | (58,235,618 | ) | |
$ | - | | |
$ | (7,578,011 | ) |
The accompanying notes
are an integral part of these audited consolidated financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
|
|
Twelve months ended |
|
|
Twelve months ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2023 |
|
|
2022 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net loss |
|
$ |
(5,837,357 |
) |
|
$ |
(10,331,424 |
) |
Net loss from discontinued operations |
|
|
536,245 |
|
|
|
88,300 |
|
Net loss from continuing operations |
|
|
(5,301,112 |
) |
|
|
(10,243,124 |
) |
Adjustment to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Derivative liability movements |
|
|
(1,501,446 |
) |
|
|
(411,752 |
) |
Depreciation |
|
|
380,634 |
|
|
|
132,394 |
|
Amortization of debt discount |
|
|
770,372 |
|
|
|
263,200 |
|
Loss on novation |
|
|
1,066,165 |
|
|
|
- |
|
Investment impairment charge |
|
|
- |
|
|
|
1 |
|
Loss on conversion of debt to equity |
|
|
90,761 |
|
|
|
- |
|
Loss on convertible notes |
|
|
73,562 |
|
|
|
4,602,709 |
|
Fair value of warrants issued for services |
|
|
159,004 |
|
|
|
359,125 |
|
Unrealized loss on equity method investments |
|
|
403,282 |
|
|
|
- |
|
Shares issued for services |
|
|
- |
|
|
|
333,000 |
|
Stock based compensation |
|
|
377,856 |
|
|
|
1,594,746 |
|
Changes in Assets and Liabilities |
|
|
|
|
|
|
|
|
Other current assets |
|
|
58,224 |
|
|
|
(12,008 |
) |
Accounts payable and accrued expenses |
|
|
1,577,888 |
|
|
|
288,018 |
|
Interest accruals |
|
|
392,714 |
|
|
|
111,528 |
|
Cash used in operating activities - continuing operations |
|
|
(1,452,096 |
) |
|
|
(2,982,163 |
) |
Cash generated by operating activities - discontinued operations |
|
|
35,287 |
|
|
|
(79,790 |
) |
CASH USED IN OPERATING ACTIVITIES |
|
|
(1,416,809 |
) |
|
|
(3,061,953 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Investment in equity method investment |
|
|
(999,000 |
) |
|
|
- |
|
Intangibles acquired |
|
|
(44,405 |
) |
|
|
(778,462 |
) |
Investment in deposits |
|
|
- |
|
|
|
(12,792 |
) |
Deposits refunded |
|
|
14,800 |
|
|
|
- |
|
Plant and equipment purchased |
|
|
- |
|
|
|
(43,049 |
) |
Net cash used in investing activities – continuing operations |
|
|
(1,028,605 |
) |
|
|
(834,303 |
) |
Net cash used in investing activities – discontinued operations |
|
|
(36,230 |
) |
|
|
(41,320 |
) |
NET CASH USED IN INVESTING ACTIVITIES |
|
|
(1,064,835 |
) |
|
|
(875,623 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from short term notes and convertible notes |
|
|
2,461,666 |
|
|
|
- |
|
Repayment of convertible notes |
|
|
(304,354 |
) |
|
|
(1,147,063 |
) |
Proceeds from non-controlling shareholders |
|
|
- |
|
|
|
9,653 |
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
|
|
2,157,312 |
|
|
|
(1,137,410 |
) |
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH |
|
|
(324,332 |
) |
|
|
(5,074,986 |
) |
CASH AT BEGINNING OF YEAR |
|
|
374,765 |
|
|
|
5,449,751 |
|
CASH AT END OF YEAR |
|
$ |
50,433 |
|
|
$ |
374,765 |
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF OPENING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS |
|
|
|
|
|
|
|
|
Cash |
|
$ |
373,822 |
|
|
$ |
5,367,551 |
|
Cash included in assets held for resale |
|
|
943 |
|
|
|
82,200 |
|
CASH AT BEGINNING OF THE YEAR |
|
$ |
374,765 |
|
|
$ |
5,449,751 |
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF CLOSING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS |
|
|
|
|
|
|
|
|
Cash |
|
$ |
50,433 |
|
|
$ |
373,822 |
|
Cash included in assets held for resale |
|
|
- |
|
|
|
943 |
|
CASH AT END OF THE YEAR |
|
$ |
50,433 |
|
|
$ |
374,765 |
|
|
|
|
|
|
|
|
|
|
CASH PAID FOR INTEREST AND TAXES: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
- |
|
|
$ |
- |
|
Cash paid for interest |
|
$ |
(31,403 |
) |
|
$ |
88,260 |
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Warrants issued for software development |
|
$ |
- |
|
|
$ |
348,938 |
|
Fair value of warrants issued with convertible notes |
|
$ |
1,045,655 |
|
|
$ |
- |
|
Conversion of convertible debt to equity |
|
$ |
432,500 |
|
|
$ |
- |
|
Fair value of warrants issued for equity method investments |
|
$ |
108,220 |
|
|
$ |
- |
|
The accompanying notes
are an integral part of these audited consolidated financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1 |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
On May 12, 2016, Innovative Payment
Solutions, Inc., a Nevada corporation (“IPSI” or the “Company”) (originally formed on September 23, 2013 under
the name “Asiya Pearls, Inc.”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos
Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned
subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated,
and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation
of the Merger. On May 27, 2016, the Company’s name was changed from “Asiya Pearls, Inc.” to “QPAGOS”.
Pursuant to the Merger Agreement,
upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the
Merger was converted into the right to receive two shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of Qpagos Corporation’s
warrants issued and outstanding immediately prior to the Merger, which were exercisable for an aggregate of approximately 621,920 shares
of Common Stock as of the date of the Merger. Prior to and as a condition to the closing of the Merger, a then-current holder of 500,000 shares
of Common Stock agreed to return 497,500 shares of Common Stock held by such holder to the Company and such holder retained
an aggregate of 2,500 shares of Common Stock. The other then stockholders of the Company retained 500,000 shares of
Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 4,992,900 shares
of Common Stock which represented approximately 91% of the outstanding Common Stock.
The Merger was treated as a reverse
acquisition of the Company, then a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation
was treated as the acquirer for accounting and financial reporting purposes while the Company was treated as the acquired entity for accounting
and financial reporting purposes.
Qpagos Corporation was incorporated
on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. (“Qpagos
Mexico”) and Redpag Electrónicos S.A.P.I. de C.V. (“Redpag”). Each of the entities were incorporated in November
2013 in Mexico. Qpagos Mexico was formed to process payment transactions for service providers it contracts with, and Redpag was formed
to deploy and operate kiosks as a distributor.
On June 1, 2016, the board of directors
of the Company (the “Board”) changed the Company’s fiscal year end from October 31 to December 31.
On November 1, 2019, the Company
changed its corporate name from “QPAGOS” to “Innovative Payment Solutions, Inc.” Additionally, and immediately
following the name change, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse
split of the then outstanding Common Stock at a ratio of 1-for-10, effective on November 1, 2019 (the “Reverse Stock Split”).
As a result of the Reverse Stock Split, each ten pre-split shares of Common Stock outstanding automatically combined into one new share
of Common Stock without any further action on the part of the holders, and the number of outstanding shares of Common Stock was reduced
from 320,477,867 shares to 32,047,817 after rounding for fractional shares.
On December 31, 2019, the Company
consummated the disposal of Qpagos Corporation, Qpagos Mexico and Redpag in exchange for 2,250,000 shares (the “Vivi Shares”)
of common stock of Vivi Holdings, Inc. (“Vivi. or “Vivi Holdings”) pursuant to a Stock Purchase Agreement dated August
5, 2019 (the “SPA”). Of the 2,250,000 shares of Vivi, nine percent (9%) was allocated as follows: Gaston Pereira
(5%), Andrey Novikov (2.5%), and Joseph Abrams (1.5%). The transactions contemplated by the SPA closed on December 31, 2019 after
the satisfaction of customary conditions, the receipt of a final fairness opinion and the approval of the Company’s shareholders.
As a result, the Company no longer has any business operations in Mexico and has retained its U.S. operations, currently based in Carmel
By The Sea, California.
INNOVATIVE
PAYMENT SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1 |
ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) |
|
b) |
Description of current business |
The
Company is currently a fintech provider of digital payment solutions presently focused on, through its participation in IPSIPay Express
(as defined below), developing a new account-to-account payment application called Instant Settlement in RealTime as well as traditional
credit card processing services. The Company has in the past (under the name IPSIPay) and may in the future develop and operate “e-wallets”
that enable consumers to deposit cash, convert it into a digital form and remit funds quickly and securely.
IPSIPay
Express
On April 28, 2023, the Company
formed a new company called IPSIPay Express LLC (“IPSIPay Express”). This entity was formed as a Delaware limited liability
company joint venture with OpenPath, Inc. (“OpenPath”) and EfinityPay, LLC (“EfinityPay”, and the Company,
collectively with OpenPath and EfinityPay, the “Members”) to develop and market a proprietary consumer to merchant
real-time payment platform initially focused on the fast-growing online gaming and entertainment sectors.
On June 19, 2023, the Company
entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”) with OpenPath and EfinityPay to jointly
provide for the governance of and rights of the Members with respect to IPSIPay Express. The effective date of the Operating Agreement
is April 28, 2023.
IPSIPay
Express was formed by the Members with the initial business purposes of providing credit card processing solutions and also a proprietary
solution for real time bank-to-bank payment transactions in a manner that provides seamless and frictionless consumer and merchant experiences,
with an initial focus on merchants operating in gaming and entertainment sectors. Such solutions are collectively referred to herein as
“IPEX.”
Pursuant to the Operating Agreement,
the Company agreed to contribute cash to or on behalf IPSIPay Express to be used for the IPEX business in the aggregate amount of up to
$1,500,000 (the “IPSI Capital Contribution”). The Company is required to make the IPSIPay Capital Contribution in three
tranches of $500,000 (each, a “Tranche”), or such lesser amounts as may be unanimously approved by the Board of Managers
of IPSIPay Express. With the full funding of each Tranche, the Company will automatically receive an 11.11% membership interest in
IPSIPay Express (or a pro rata portion thereof if less than a full Tranche is funded), and OpenPath and EfinityPay’s percentage
interest in IPSIPay Express will be reduced pro rata accordingly. Should the Company contribute the full IPSI Capital Contribution, the
Members will each own one-third (1/3) of the membership interests in IPSIPay Express. The IPSI Capital Contribution has been or will be
made by the following dates and in the following amounts: (i) $200,000 of the initial Tranche was paid by the Company on June 21,
2023; (ii) the $300,000 balance of the initial Tranche was paid on August 4, 2023; (iii) the second $500,000 Tranche was paid
in September 2023 and (iv) the third $500,000 Tranche was expected to be paid on or before November 30, 2023, subsequently, the Company’s
management made a decision not to advance the third tranche to IPSIPay Express as the joint venture is not operational as yet. The need
for any additional advances will be addressed with the joint venture partners once the joint venture becomes operational and begins generating
revenue, our current shareholding in the joint venture remains at 22%.
Simultaneously with the funding
of the initial Tranche, the Company issued to each of OpenPath and EfinityPay a five-year common stock purchase warrant (the “IPEX
Warrant”) to purchase 133,334 shares of Common Stock with an exercise price of $0.45 per share. We are still obligated
to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 199,999 shares of common stock with an exercise
price equal to the average public closing price of the Common Stock for the three trading days immediately prior to the funding of the
initial Tranche. Simultaneously with the funding of the second Tranche, we are obligated to issue to each of OpenPath and EfinityPay an
additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average public closing
price of the Common Stock for the three trading days immediately prior to the funding of the second Tranche. Should we decide to fund
a third Tranche, we will be obligated to issue to each of OpenPath and EfinityPay an additional IPEX Warrant to purchase 166,667 shares
of Common Stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately
prior to the funding of the third Tranche. If the full IPSI Capital Contribution is funded, OpenPath and EfinityPay will receive IPEX
Warrants to purchase an aggregate of 1,333,334 shares of Common Stock.
Frictionless
Financial Technologies
On
June 21, 2021. the Company acquired a 10% strategic interest in Frictionless Financial Technologies, Inc. (“Frictionless”).
Frictionless agreed to deliver to the Company, a live fully compliant financial payment Software as a Service solution for use by the
Company as a digital payment platform (which was subsequently branded as IPSIPay) that enables payments within the United States and abroad,
including Mexico, together with a service agreement providing a full suite of product services to facilitate the Company’s anticipated
product offerings. The Company had an irrevocable right to acquire up to an additional 41% of the outstanding common stock of Frictionless
at a purchase price of $300,000 for each 1% acquired.
INNOVATIVE
PAYMENT SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1 |
ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) |
|
b) |
Description of current business (continued) |
On
August 26, 2021, the Company formed a new subsidiary, Beyond Fintech, Inc. (“Beyond Fintech”), in which it owns
a 51% stake, with Frictionless owning the remaining 49%. Beyond Fintech acquired an exclusive license to a product known
as Beyond Wallet, to further its objective of providing virtual payment services allowing U.S. persons to transfer funds to Mexico
and other countries.
On
May 12, 2023, the Company entered into an Agreement with Frictionless (the “May 2023 Frictionless Agreement”) to unwind
the equity ownership stakes that the Company and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless
Agreement: (i) the Company assigned to Frictionless all common stock of Frictionless owned by the Company; (ii) the warrant to purchase 1,000,000
(30,000,000 pre-split) shares of Common Stock previously issued by the Company to Frictionless as of December 30, 2022 was cancelled;
(iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (the “Beyond Fintech
Shares”); and (iv) the rights previously granted to the Company to (a) acquire additional equity interests in Frictionless, (b)
participate in future financings of Frictionless and (c) appoint a board member of Frictionless, were terminated. The consideration to
the Company for the assignment of the Beyond Fintech Shares to Frictionless was a credit against potential future services to be provided
by Frictionless to the Company in an amount up to $250,000. As a result of the novation agreement with Frictionless discussed below (see
note 5), the Company no longer utilizes, and does not expect to utilize, the services of Frictionless for the foreseeable future. The
collectability of the remaining credit receivable of $231,431 has been impaired.
On
September 5, 2023, the Company’s entered into a novation agreement whereby it assigned all its rights and interest in its e-wallet
product, IPSIPay, and its receivables and payables due from and to Frictionless, related to IPSIPay, to a third party in order to concentrate
all of its efforts on the IPSIPay Express joint venture. See note 5 for further information.
2 |
ACCOUNTING POLICIES AND ESTIMATES |
The
accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S.
GAAP”).
All
amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.
| b) | Principles of Consolidation |
The consolidated financial statements
as of December 31, 2023, include the financial statements of the Company and its subsidiary, Beyond Fintech, in which it had a majority
voting interest, until May 12, 2023, the date of disposal. Pursuant to the May 2023 Frictionless Agreement, the Company disposed of its 51%
interest in Beyond Fintech. Therefore, as of May 12, 2023 the Company has no subsidiaries. See note 4 for further information.
All
significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which
are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management
bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues
and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular,
significant estimates and judgments include those related to, the estimated useful lives for plant and equipment, the fair value of long-lived
investments, the fair value of warrants and stock options granted for services or compensation, convertible notes and amendments thereto,
derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses and the allowance for doubtful
accounts.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from our estimates.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2 |
ACCOUNTING POLICIES AND ESTIMATES (continued) |
Certain
conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only
be resolved when one or more future events occur or fail to occur.
The
Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can
be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would
be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in
which case the guarantee would be disclosed.
| e) | Fair Value of Financial Instruments |
The
Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies
the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs
used in measuring fair value as follows:
Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets
and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated
by observable market data.
Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available information.
The
carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued
liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company
has identified the short-term convertible notes and certain warrants attached to certain of the notes that are required to be presented
on the balance sheets at fair value in accordance with the accounting guidance.
ASC
825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless
a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. We evaluate the fair value of variably priced derivative liabilities on a quarterly
basis and report any movements thereon in earnings.
| f) | Risks and Uncertainties |
The
Company’s operations are and will be subject to significant risks and uncertainties including financial, operational, regulatory,
and other risks, including the potential risk of business failure. The recent war in Ukraine and the global inflationary environment which
has resulted in significant interest rate increases in the U.S and abroad has resulted in a general tightening in the credit markets,
lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income
markets. These conditions may not only limit the Company’s access to capital, but also make it difficult for its customers, vendors
and the Company to accurately forecast and plan future business activities, which may have an adverse impact on its business and
financial condition and may hamper the Company’s ability to generate revenue and access usual sources of liquidity on reasonable
terms.
The
Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary
measures, and rates and methods of taxation, among other things.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2 |
ACCOUNTING POLICIES AND ESTIMATES (continued) |
| g) | Recent accounting pronouncements |
The
Financial Accounting Standards Board (“FASB”) issued additional updates during the year ended December 31, 2023. None of these
standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on
the Company’s consolidated financial statements upon adoption.
No segmental information
is required as the Company has only one operating segment.
| i) | Cash and Cash Equivalents |
The
Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
At December 31, 2023 and 2022, respectively, the Company had no cash equivalents.
The
Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution
in the United States. The balance at times may exceed federally insured limits. At December 31, 2023 and 2022, the balance exceeds the
federally insured limit by $0 and $120,580, respectively.
| j) | Accounts Receivable and Allowance for Doubtful Accounts |
Accounts
receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the
related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based
on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an
integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state
of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates.
Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible
are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously
written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December
31, 2023 and 2022.
The
Company’s non-marketable equity securities are investments in privately held companies without readily determinable market values.
The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar
investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity
securities, realized and unrealized, are recognized in other income (expense), net. Non-marketable equity securities that have been remeasured
during the period are classified within Level 3 in the fair value hierarchy because the Company estimates the value based on valuation
methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and
obligations of the securities the Company holds. The cost method is used when the Company has a passive, long-term investment that doesn’t
result in influence over the Company. The cost method is used when the investment results in an ownership stake of less than 20%,
and there is no substantial influence. Under the cost method, the stock purchased is recorded on a balance sheet as a non-current asset
at the historical acquisition/purchase price, and is not modified unless shares are sold, additional shares are purchased or there is
evidence of the fair market value of the investment declining below carrying value. Any dividends received are recorded as income.
The
Company recorded an impairment charge of $0 and $1 on its non-marketable equity securities for the years ended December 31, 2023
and 2022, respectively. The impairment charge was based on management’s determination that due to the lack of ability, to date,
by Vivi Holdings (“Vivi”) to fulfill its capital raising requirements and implement its business strategy that there is a
significant risk that Vivi may not be able to meet its obligations.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2 |
ACCOUNTING POLICIES AND ESTIMATES (continued) |
Plant
and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized
and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated
useful lives of the assets are as follows:
Description |
|
Estimated Useful Life |
|
|
|
Kiosks |
|
7 years |
|
|
|
Computer equipment |
|
3 years |
|
|
|
Leasehold improvements |
|
Lesser of estimated useful life or life of lease |
|
|
|
Office equipment |
|
10 years |
The
cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation
are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.
Assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net
cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
The
Company’s revenue recognition policy is consistent with the requirements of FASB ASC 606, Revenue.
The
Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that
reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the
sale of its services, as defined below. The Company applies the following five steps in order to determine the appropriate amount of revenue
to be recognized as it fulfills its obligations under each of its revenue transactions:
|
i. |
identify the contract with a customer; |
|
ii. |
identify the performance obligations in the contract; |
|
iii. |
determine the transaction price; |
|
iv. |
allocate the transaction price to performance obligations in the contract; and |
|
v. |
recognize revenue as the performance obligation is satisfied. |
The
Company had minimal revenues of $410 and $847 during the years ended December 31, 2023 and 2022, respectively.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2 |
ACCOUNTING POLICIES AND ESTIMATES (continued) |
| o) | Share-Based Payment Arrangements |
Generally,
all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at
their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based
compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the
fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded
in operating expenses in the consolidated statement of operations.
Prior
to the Company’s reverse merger which took place on May 12, 2016, all share-based payments were based on management’s estimate
of market value of the Company’s equity. The factors considered in determining managements estimate of market value includes, assumptions
of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are
complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available.
Where
equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value
of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions
have been used as the fair value for any share-based equity payments.
Where
equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated
from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used
in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar
maturities; the expected volatility of the Company’s common stock based on companies operating in similar industries and markets;
the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued.
Subsequent
to the Company’s reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock
as quoted on the OTCQB, as an indicator of the fair value of its common stock in determining share- based payment arrangements.
| p) | Derivative Liabilities |
ASC
815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and
account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic
characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and
risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not
re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in
earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative
instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed
to be conventional, as described.
The
Company is based in the US and currently enacted US tax laws are used in the calculation of income taxes.
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes
as interest expense or penalties expense. As of December 31, 2023 and December 31, 2022, there have been no interest or penalties incurred
on income taxes.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
2 |
ACCOUNTING POLICIES AND ESTIMATES (continued) |
Comprehensive
income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding
transactions resulting from investments from owners and distributions to owners. The Company does not have any comprehensive income (loss)
for the periods presented.
| s) | Reclassification of prior year presentation |
Certain
prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on
the reported results of operations.
3 |
LIQUIDITY MATTERS AND GOING CONCERN |
The Company’s financial
statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a
going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company
has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For
and as of the year ended December 31, 2023, the Company had a net loss of $5,837,357. In connection with preparing the consolidated financial
statements for the year ended December 31, 2023, management evaluated the risks described in Note 2(f) above on the Company’s business
and its future liquidity for the next twelve months from the date of issuance of these financial statements.
The
accompanying financial statements for the period ended December 31, 2023 have been prepared assuming the Company will continue as a going
concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern
include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing
on a timely basis, the Company will be required to delay, and reduce the scope of the Company’s development and operations. Continuing
as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The
accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
The Company has determined
that there is substantial doubt about their ability to continue as a going concern.
4 |
DISPOSAL OF INVESTMENT IN FRICTIONLESS AND BEYOND FINTECH |
On
May 12, 2023, the Company entered into the May 2023 Frictionless Agreement to unwind the equity ownership stakes that the Company
and Frictionless have in each other and in Beyond Fintech. Pursuant to the May 2023 Frictionless Agreement: (i) the Company assigned to
Frictionless all common stock of Frictionless owned by the Company (representing a 10% ownership interest in Frictionless); (ii)
the warrant to purchase 1,000,000 shares of Common Stock previously issued by the Company to Frictionless as of December 30,
2022 was cancelled; (iii) the Company assigned to Frictionless all shares of common stock of Beyond Fintech owned by the Company (representing
a 51% ownership interest in Beyond Fintech) (the “Beyond Fintech Shares”); and (iv) the rights previously granted to
the Company to (a) acquire additional equity interests in Frictionless, (b) participate in future financings of Frictionless and (c) appoint
a board member of Frictionless were terminated. The consideration to the Company for the assignment of the Beyond Fintech Shares to Frictionless
is $250,000, which will be paid by Frictionless exclusively in the form of 20% credits against invoices for work done by Frictionless
for the Company for the 18-mobnth period following the closing under the existing software services between the Company and Frictionless.
The May 2023 Frictionless Agreement has customary representations, indemnification and mutual release provisions. The closing of the transactions
contemplated by the May 2023 Frictionless Agreement occurred on May 12, 2023.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
4 |
DISPOSAL OF INVESTMENT IN FRICTIONLESS AND BEYOND FINTECH (continued) |
The
assets and liabilities disposed of as of May 12, 2023 were as follows:
| |
Amount | |
Assets | |
| |
| |
| |
Current Assets | |
| |
Cash | |
$ | 339 | |
| |
| | |
Non-current assets | |
| | |
Intangible assets | |
| 327,211 | |
Security deposit | |
| 15,000 | |
Investment | |
| 500,000 | |
| |
| 842,211 | |
Total assets | |
| 842,550 | |
| |
| | |
Liabilities | |
| | |
| |
| | |
Current Liabilities | |
| | |
Accounts payable | |
| 97,126 | |
| |
| | |
Net assets sold | |
| 745,424 | |
Proceeds due on disposal | |
| (250,000 | ) |
Net loss on disposal | |
$ | 495,424 | |
5 |
NOVATION OF CERTAIN ASSETS AND LIABILITES |
On
September 5, 2023, the Company entered into a novation agreement with a third party whereby the third party assumed all of the Company’s
debts, clients, and services and assumes all the rights and responsibilities of the Company under the SAAS Cloud Hosted Services Enablement
Master Services Agreement, dated September 9, 2021 (the “SAAS Agreement”), including the information technology, supplier
access, billing and rating technology, mobile wallet, debit card enablement, back-office support services, customer service, and consulting
services related to the Company’s IPSIPay mobile application.
Pursuant
to the novation agreement, Frictionless released the Company from all its obligations, debts, and liabilities under the SAAS Agreement
as of September 5, 2023 and consented to the third party assuming these obligations. Each party agreed to indemnify the other party harmless
for any damages, claims or expenses incurred by the other party.
The
novation agreement also provided the third party a 30-day transition period in which the Company assisted the third party in transferring
all the assets and obligations, including existing customers and wallets to the third party, thereafter the third party will no longer
be permitted to operate the IPSIPay app under the brand name “IPSIPay”.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
5 |
NOVATION OF CERTAIN ASSETS AND LIABILITES (continued) |
The
assets and liabilities novated under the agreement as of September 5, 2023, were as follows:
| |
Amount | |
Assets | |
| |
| |
| |
Current Assets | |
| |
Receivable on sale of subsidiary | |
$ | 231,431 | |
| |
| | |
Non-current assets | |
| | |
Intangible assets | |
| 1,098,598 | |
Total assets | |
| 1,330,029 | |
| |
| | |
Current Liabilities | |
| | |
Accounts payable | |
| 263,864 | |
| |
| | |
Net loss on novation | |
$ | 1,066,165 | |
6 |
DISCONTINUED OPERATIONS |
Effective
May 12, 2023, the Company disposed of its investment in Beyond Fintech pursuant to the May 2023 Frictionless Agreement, as disclosed in
note 4 above.
The
following assets and liabilities are reported as discontinued operations:
| |
December 31, | |
| |
2022 | |
Current assets | |
| |
Cash | |
$ | 943 | |
Non-current assets | |
| | |
Intangibles, net | |
| 291,320 | |
Investment | |
| 500,000 | |
Security deposit | |
| 15,000 | |
Assets held for sale | |
$ | 807,263 | |
| |
| | |
Current liabilities | |
| | |
Accounts payable | |
$ | 33,810 | |
Liabilities held for sale | |
$ | 33,810 | |
The
statement of operations from discontinued operations is as follows:
| |
Year ended December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Net Revenue | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Cost of Goods Sold | |
| - | | |
| - | |
| |
| | | |
| | |
Gross loss | |
| - | | |
| - | |
| |
| | | |
| | |
General and administrative | |
| 40,821 | | |
| 88,300 | |
Depreciation and amortization | |
| - | | |
| - | |
Total Expense | |
| 40,821 | | |
| 88,300 | |
| |
| | | |
| | |
Loss from operations before income taxes | |
| (40,821 | ) | |
| (88,300 | ) |
| |
| | | |
| | |
Income Taxes | |
| - | | |
| - | |
Loss from discontinued operations, net of taxation | |
$ | (40,821 | ) | |
$ | (88,300 | ) |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
On August 26, 2021, the Company
formed Beyond Fintech to acquire a product known as Beyond Wallet from a third party for gross proceeds of $250,000, together with the
logo, use of name and implementation of the product into the Company’s technology. The Company owned 51% of Beyond Fintech
with the other 49% owned by Frictionless. During the year ended December 31, 2022 and the nine months ended September 30, 2023, an
additional $41,320 and $35,891, respectively, was spent on the software to further enhance the Beyond Wallet product offering.
On May 12, 2023, Beyond Fintech was sold to Frictionless (see note 4 above).
During
the year ended December 31, 2021, the Company paid gross proceeds of $375,000 to Frictionless for the development of the IPSIPay
wallet, and during the year ended December 31, 2022 and the nine months ended September 30, 2023, an additional $1,127,400 and $44,405, respectively,
was incurred by the Company to facilitate the functioning of the IPSIPay software in the cloud environment. On September 5, 2023,
the Company novated all its rights and obligations to its IPSIPay wallet to a third party (see note 5 above).
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
Cost | | |
Accumulated amortization | | |
Net Book Value | | |
Net book value | |
Purchased Technology - IPSIPay | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,401,491 | |
Amortization
expense was $347,298 and $100,909 for the years ended December 31, 2023 and 2022, respectively.
8 |
EQUITY METHOD INVESTMENT |
On
April 28, 2023, the Company formed IPSIPay Express with OpenPath and EFinityPay (see note 1(b) above). As described in note 1(b), the
Company has agreed to make the IPSI Capital Contributions to IPSIPay Express. As of December 31, 2023, the initial Tranche of $500,000 and
the second Tranche of $500,000 of capital contributions was paid by the Company to or on behalf of IPSIPay Express.
The
Company accounts for its investment in IPSIPay Express in accordance with ASC 323, Investments – Equity Method and
Joint Ventures, the movement in equity method investments related to IPSIPay Express for the period ended December 31, 2023 is as
follow:
| |
December 31, 2023 | |
Cash contribution to IPSIPay Express | |
$ | 999,000 | |
Fair value of warrants issued to third party joint venture partners | |
| 108,220 | |
| |
| 1,107,220 | |
Equity loss from joint venture | |
| (403,282 | ) |
| |
$ | 703,938 | |
Investment
in Frictionless Financial Technologies Inc.
On
May 12, 2023, the Company assigned to Frictionless all common stock of Frictionless owned by the Company (representing a 10% ownership
interest in Frictionless). refer Note 4 above.
On March 22, 2021, the Company
entered into a real property lease for an office located at 56B 5th Street, Lot 1, #AT, Carmel By The Sea, California. The
lease commenced on April 1, 2021 and is for a twelve-month period, terminating on April 1, 2022. Following the expiry of the lease
term, the landlord has agreed to continue the lease on a month-to-month basis at $4,800 per month. On January 1, 2023, the Company
entered into a new month-to-month lease, with a 90-day termination clause, for a monthly rental of $5,088. The lease was terminated effective
August 31, 2023.
The
Company applied the practical expedient whereby operating leases with a duration of twelve months or less are expensed as incurred.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Total
Lease Cost
Individual
components of the total lease cost incurred by the Company is as follows:
| |
Year ended December 31, 2023 | | |
Year ended December 31, 2022 | |
Operating lease expense | |
$ | 40,704 | | |
$ | 57,600 | |
Other lease
information:
| |
Year ended December 31, 2023 | | |
Year ended December 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | |
| | |
| |
Operating cash flows from operating leases | |
$ | (40,704 | ) | |
$ | (57,600 | ) |
| |
| | | |
| | |
Remaining lease term – operating lease | |
| - | | |
| Monthly | |
Small
Business Administration Disaster Relief loan
On
July 7, 2020, the Company received a Small Business Economic Injury Disaster loan amounting to $150,000, bearing interest at 3.75%
per annum and repayable in monthly installments of $731 commencing twelve months after inception with the balance of interest and
principal repayable on July 7, 2050. The loan is secured by all tangible and intangible assets of the Company. The proceeds are to be
used for working capital purposes to alleviate economic injury caused by the COVID-19 pandemic.
The
company has accrued interest of $9,369 and $13,978 on this loan as of December 31, 2023 and 2022, respectively.
On
February 16, 2021, the Company entered into separate Securities Purchase Agreements (the “SPAs”), with each of Cavalry Fund
I LP (“Cavalry”) and Mercer Street Global Opportunity Fund, LLC (“Mercer”), pursuant to which the Company received
$500,500 and $500,500 from Cavalry and Mercer, respectively, in exchange for the issuance of: (i) Original Issue Discount 12.5%
Convertible Notes (the “Notes” and each a “Note”) in the principal amount of $572,000 to each of Cavalry
and Mercer; and (ii) five-year warrants (the “Original Warrants”) issued to each of Cavalry and Mercer to purchase 2,486,957 shares
of the Company’s common stock at an exercise price of $0.24 per share.
In
terms of the December 30, 2022 Note Amendment Transaction, described in more detail in Note 9 below, the Original Warrants issued on February
16, 2021 were irrevocably exchanged for 12-month non-convertible promissory notes in the amount of $482,000 (the “Exchange
Notes”) to each of Cavalry and Mercer. This exchange caused the cancellation of the Original Warrants for all purposes. The Company
accounted for the aggregate value of the notes issued of $964,000, less the fair value of the warrants exchanged for these notes of $43,608,
totaling $920,392 as a component of the loss on convertible debt.
The
Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%). The Company shall
have the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue 51,901,711 shares
of common stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations
under each of the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company
is under no legal obligation to reserve such number of shares for future issuance.
Subsequent
to year end, the maturity date of the notes was extended to April 30, 2024, all other terms remain the same as the previous notes. The
Company will perform an analysis to determine whether the amendment meets the definition of a debt extinguishment or modification in terms
of ASC 470.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
12 |
NOTES PAYABLE (continued) |
Notes
payable consists of the following:
Description | |
Interest Rate | | |
Maturity date | |
Principal | | |
Accrued Interest | | |
December 31, Amount, net | | |
December 31, 2022 Amount, net | |
Cavalry Fund I LP | |
| 10 | % | |
April 30, 2024 | |
| 482,000 | | |
| 49,004 | | |
| 531,004 | | |
| 482,134 | |
Mercer Street Global Opportunity Fund, LLC | |
| 10 | % | |
April 30, 2024 | |
| 482,000 | | |
| 49,003 | | |
| 531,003 | | |
| 482,134 | |
Total convertible notes payable | |
| | | |
| |
$ | 964,000 | | |
$ | 98,007 | | |
$ | 1,062,007 | | |
$ | 964,268 | |
Interest
expense totaled $97,739 and $268 for the year ended December 31, 2023 and 2022, respectively.
13 |
CONVERTIBLE NOTES PAYABLE |
December
2022 Note Amendment Transaction
The
Company twice extended its indebtedness to each Cavalry and Mercer. On February 3, 2022, the Company agreed to extend the maturity date
of the Cavalry/Mercer Notes to August 16, 2022. Additionally, on August 30, 2022, the Company entered agreements for an additional
maturity date extension to November 16, 2022. In consideration for the second extension, the Company agreed to (i) increase the principal
amount outstanding and due to Cavalry and Mercer under the Cavalry/Mercer Notes by twenty percent (20%) and (ii) issue to each of Cavalry
and Mercer a new five-year warrant (each, an “Extension Warrant”) to purchase an additional 100,000 (3,000,000 pre-split) shares
of Common Stock at an exercise price of $4.50 ($0.15 pre-split) per share. The Extension Warrant contains the same terms and provisions
in all material respects as the Original Warrants, except for difference in exercise price.
On
December 30, 2022, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to December 30, 2023. Each of Cavalry
and Mercer entered into Note Amendment Letter Agreement with the Company (the “Note Amendment”) pursuant to which the parties
agreed to the following:
| (1) | The conversion price of the Cavalry/Mercer Notes was reduced from $4.50 ($0.15 pre-split) to $0.345 ($0.0115 pre-split) per share (such reduced conversion price being the current conversion price of the Notes give the passage of the November 16, 2022 maturity date of the Cavalry/Mercer Notes). As a result of this change in conversion price, under the existing terms of the Cavalry/Mercer Notes, the 100,000 (3,000,000 pre-split) shares of Common Stock underlying the Extension Warrants was increased to 1,304,348 (39,130,435 pre-split) shares; |
| (2) | The Original Warrants issued on February 16, 2021 were irrevocably
exchanged for 12-month non-convertible promissory notes in the amount of $482,000 (the “Exchange Notes”). This exchange
caused the cancellation of the Original Warrants for all purposes. The Exchange Notes have a maturity date of December 30, 2023 and
carry an interest rate of ten percent (10%). The Company shall have the right, but not the obligation, in lieu of a cash payment upon
maturity of the Exchange Notes, to issue 1,730,057 shares of Common Stock, as adjusted for any stock splits, dividends or other
similar corporate events, in full satisfaction of its obligations under each of the Exchange Notes (or any pro rata portion of such number
of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for
future issuance; |
|
(3) |
Each of Cavalry and Mercer agreed (i) not to convert all or any portion of the Cavalry/Mercer Notes until after March 30, 2023 and (ii) waive any events of default under the Cavalry/Mercer Notes and the Cavalry/Mercer SPAs; |
| (4) | Certain other warrants held by Cavalry and Mercer which contain a mandatory exercise provision allowing us to force exercise of such warrants if the price of the Common Stock is $1.80 ($0.06 pre-split) per share or above were amended effective December 30, 2022 to reduce such forced exercise price to $1.20 ($0.04 pre-split) per share; and |
|
(5) |
The Company was obligated to register the shares of Common Stock underlying the Cavalry/Mercer Notes and the shares underlying all warrants held by Cavalry and Mercer for resale with the Securities and Exchange Commission and the Company filed the registration statement to satisfy such registration obligation. |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
13 |
CONVERTIBLE NOTES PAYABLE (continued) |
December
2022 Note Amendment Transaction (continued)
The
parties also acknowledged that the principal and accrued interest under the Cavalry/Mercer Notes as of December 28, 2022 is equal to an
aggregate of $2,264,784, or $1,132,392 for each of Cavalry and Mercer. In addition, as a result of the reduction in the conversion
price of the Cavalry/Mercer Notes, certain other warrants held by third parties have their exercise price of such warrants reduced to
$0.345 ($0.0115 pre-split) per share. All of the shares of our Common Stock underlying the Cavalry/Mercer Notes as amended and all
warrants held by Cavalry and Mercer as adjusted were registered for resale pursuant to a registration statement that was declared effective
on February 6, 2023.
The
amendments to the Cavalry/Mercer Notes were evaluated in terms of ASC 470, Debt, to determine if the amendments to the Cavalry/Mercer
Notes were considered a modification of the debt or an extinguishment of the debt. Based on the penalty interest incurred on the convertible
notes of $836,414, the reduction in the conversion price of the Cavalry/Mercer Notes from $4.50 ($0.15 pre-split) to $0.345 ($0.0115
pre-split) per share, which was valued at $1,499,577 using a Black-Scholes valuation model, the issuance of additional warrants
to the Cavalry and Mercer valued at $238,182 using a Black-Scholes valuation model and the conversion of certain warrants held by
Cavalry and Mercer to notes payable, resulting in an additional charge of $920,392, consisting of a mark-to-market warrant cost of $(43,608) and
the value of the notes of $964,000 (see note 11 above) and the value of full rachet provisions of certain of the warrants
issued to the Cavalry and Mercer amounting to $841,003 (see note 14 below), the amendment of the Cavalry/Mercer Notes was determined
to be a debt extinguishment.
Effective
December 30, 2023 on February 27, 2024, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to April 30,
2024, other than the maturity date all other terms remained the same. The Company will perform an analysis to determine whether the amendment
meets the definition of a debt extinguishment or modification in terms of ASC 470.
Convertible
notes payable consists of the following:
Description |
|
Interest Rate |
|
|
Maturity date |
|
Principal |
|
|
Accrued Interest |
|
|
Unamortized debt discount |
|
|
December 31, 2023 Amount,
net |
|
|
December 31, 2022 Amount,
net |
|
Cavalry Fund I LP |
|
|
10.00 |
% |
|
April 30, 2024 |
|
|
898,980 |
|
|
|
10,238 |
|
|
|
- |
|
|
|
909,218 |
|
|
|
1,133,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mercer Street Global Opportunity Fund, LLC |
|
|
10.00 |
% |
|
April 30, 2024 |
|
|
991,754 |
|
|
|
148,010 |
|
|
|
- |
|
|
|
1,139,764 |
|
|
|
1,133,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Red Road Holdings Corporation |
|
|
29.32 |
*% |
|
June 15, 2024 |
|
|
101,679 |
|
|
|
1,393 |
|
|
|
(61,301 |
) |
|
|
41,771 |
|
|
|
- |
|
|
|
|
27.77 |
*% |
|
July 30 2024 |
|
|
66,606 |
|
|
|
1,622 |
|
|
|
(49,545 |
) |
|
|
18,683 |
|
|
|
- |
|
|
|
|
32.04 |
*% |
|
September 30, 2024 |
|
|
63,250 |
|
|
|
668 |
|
|
|
(60,809 |
) |
|
|
3,109 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 convertible notes |
|
|
8.00 to 12.00 |
% |
|
December 31, 2023 to September 14, 2024 |
|
|
2,026,666 |
|
|
|
80,916 |
|
|
|
(515,847 |
) |
|
|
1,591,735 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total convertible notes payable |
|
|
|
|
|
|
|
$ |
4,148,935 |
|
|
$ |
242,847 |
|
|
$ |
(687,502 |
) |
|
$ |
3,704,280 |
|
|
$ |
2,266,602 |
|
Interest
expense totaled $319,543 and $193,886 for the years ended December 31, 2023 and 2022, respectively.
Amortization
of debt discount totaled $770,372 and $263,200 for the years ended December 31, 2023 and 2022, respectively.
The
Cavalry, Mercer and Red Road Holdings convertible notes have variable conversion prices based on a discount to market price of trading
activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference
between the fair market value of the Common Stock and the calculated conversion price on the issuance date was recorded as a debt discount
with a corresponding credit to derivative financial liability.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
13 |
CONVERTIBLE NOTES PAYABLE (continued) |
Cavalry
Fund LLP
On
February 16, 2021, the Company closed a transaction with Cavalry pursuant to which the Company received net proceeds of $500,500, after
an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest
at 10% per annum and maturing on February 16, 2022. The Note was convertible into shares of Common Stock at an initial conversion
price of $0.23 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock
at an initial exercise price of $7.20 per share.
As
described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022 and again
to December 30, 2023. In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding
and due to Cavalry by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 100,000 shares of
Common Stock at an exercise price of $4.50 per share. In consideration of the December 30, 2022 extension, the Company agreed to
the following terms; (i) the conversion price of the Note was reduced from $4.50 to $0.345 per share; (ii) Cavalry agreed (a)
not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA;
(iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held
by Cavalry for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s
registration obligation.
Between
August 24, 2023 and November 20, 2023, Cavalry converted $139,726 of interest and $192,774 of interest into 963,769 shares of
Common Stock at a conversion price of $0.345 per share realizing a loss on conversion of $42,210.
Subsequent
to year end, on February 27, 2024, the maturity date of the notes was extended to April 30, 2024, all other terms remain the same as the
previous notes. Based on an analysis performed, the amendment to the agreement was determined to be a debt modification, there were no
expenses incurred on the amendment and interest will be accrued at the effective interest rate.
The
balance of the Cavalry Note plus accrued interest at December 31, 2023 was $909,218.
Mercer
Street Global Opportunity Fund, LLC
On
February 16, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $500,500, after
an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest
at 10% per annum and maturing on February 16, 2022. The Note is convertible into shares of Common Stock at an initial conversion
price of $6.90 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock
at an initial exercise price of $7.20 per share.
As
described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022 and again
to December 30, 2023. In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding
and due to Mercer by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 100,000 shares of
Common Stock at an exercise price of $4.50 per share. In consideration of the December 30, 2022 extension, the Company agreed to
the following terms; (i) the conversion price of the Note was reduced from $4.50 to $0.345 per share; (ii) Mercer agreed (a)
not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA;
(iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held
by Mercer for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration
obligation.
Between
May 19, 2023 and August 30, 2023, Mercer converted an aggregate of $100,000 into 289,856 shares of common stock at a conversion
price of $0.345 per share, realizing a loss on conversion of $48,551.
On
February 27, 2024, Cavalry entered into a note amendment with the company extending the maturity date of the convertible note to April
30, 2024.
The
balance of the Mercer Note plus accrued interest at December 31, 2023 was $1,139,764.
Quick
Capital, LLC
On
June 20, 2023, the Company closed a transaction with Quick Capital, LLC pursuant to which the Company received net proceeds of $50,000,
after an original issue discount and fees of $12,857 in exchange for the issuance of a $62,857 Convertible Note, bearing interest
at 8% per annum, which interest is earned on issuance of the note, and maturing on December 20, 2023. The Note is convertible into
shares of Common Stock at an initial conversion price of $0.345 per share, in addition, the Company issued a warrant exercisable
for 182,194 shares of Common Stock at an initial exercise price of $0.345 per share.
On
December 20, 2023, the Company settled the outstanding principal of $62,857 and interest thereon of $2,514, of the Quick Capital note,
thereby extinguishing the debt.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
13 |
CONVERTIBLE NOTES PAYABLE (continued) |
1800
Diagonal Street Lending LLC
| ● | On May 10, 2023, the Company closed
a transaction with 1800 Diagonal Street Lending LLC (“1800 Diagonal”) pursuant to which the Company received net proceeds
of $100,000, after an original issue discount and fees of $17,320 in exchange for the issuance of a $117,320 Convertible Note
(the “May 1800 Diagonal Note”), bearing interest at 13% per annum, which interest is earned on issuance of the note,
and maturing on May 10, 2024. The May 1800 Diagonal Note was convertible into shares of Common Stock at a variable conversion rate of 60%
of the lowest trading price twenty trading days before conversion. |
| ● | On June 13 2023, the Company closed a transaction with 1800 Diagonal, pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $12,700 in exchange for the issuance of a $62,700 Convertible Note (the “June 1800 Diagonal Note”), bearing interest at 17.33% per annum, which interest is earned on issuance of the note, and maturing on March 13, 2024. The June 1800 Diagonal Note was convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. On August 3, 2023, the Company settled in full, the outstanding convertible notes owing to 1800 Diagonal, for $194,386, including the principal amount of $180,020, early settlement penalty of $9,306 and interest thereon of $5,060. |
Red
Road Holdings Corporation
| ● | On September 9, 2023, the Company closed a transaction with Red Road Holdings Corporation (“RRH”) pursuant to which the Company received net proceeds of $125,000, after an original issue discount and fees of $21,900 in exchange for the issuance of a $146,900 Convertible Note (“RRH Note 1”), bearing interest at 13%, which interest is earned on issuance of the note, an effective interest rate of 29.3%, and maturing on June 15, 2024. The RRH Note 1 has mandatory monthly repayments of $18,444 which commenced on October 14, 2023. The RRH Note 1 is convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. The balance of the RRH Note 1 plus accrued interest at December 31, 2023 was $41,772, net of unamortized debt discount of $61,301. |
| | |
| ● | On October 19, 2023, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $60,000, after an original issue discount and fees of $13,450 in exchange for the issuance of a $73,450 Convertible Note (“RRH Note 2”), bearing interest at 13%, which interest is earned on issuance of the note, an effective interest rate of 27.8%, and maturing on July 30, 2024. The RRH Note 2 has mandatory monthly repayments of $9,222 which commenced on November 30, 2023. The RRH Note 2 is convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. The balance of the RRH Note 2 plus accrued interest at December 31, 2023 was $18,683, net of unamortized debt discount of $49,545. |
| | |
| ● | On December 20, 2023, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $50,000, after an original issue discount and fees of $13,250 in exchange for the issuance of a $63,250 Convertible Note (“RRH Note 3”), bearing interest at 15%, which interest is earned on issuance of the note, an effective interest rate of 32.0%, and maturing on September 30, 2024. The RRH Note 3 has mandatory monthly repayments of $8,082. The RRH Note 3 is convertible into shares of Common Stock at a variable conversion rate of 60% of the lowest trading price twenty trading days before conversion. The balance of the RRH Note 3 plus accrued interest at December 31, 2023 was $3,109, net of unamortized debt discount of $60,809. |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
13 |
CONVERTIBLE NOTES PAYABLE (continued) |
2023
Convertible Notes
Between
February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors, pursuant
to which the Company received an aggregate of $2,026,666 in gross proceeds in a private placement through the issuance of:
|
● |
Convertible Promissory Notes (the “2023 Notes” and each a “2023 Note”); and |
| ● | five-year warrants (the “2023 Warrants”) to purchase an aggregate 5,696,586 shares of Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). |
The
2023 Notes mature between 3.5 months and 12 months, bear interest at rates between 8% and 12% per annum, and are convertible
into shares of Common Stock at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive
issuances and similar events). The 2023 Notes may be prepaid at any time without penalty. The Company is under no obligation to register
the shares of Common Stock underlying the Notes or the 2023 Warrants for public resale.
The
2023 Notes and the 2023 Warrants contain conversion limitations providing that a holder thereof may not convert the 2023 Notes or exercise
the 2023 Warrants to the extent that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving
effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company
provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such
notice.
On December 14, 2023, two notes
totaling $225,000 which matured on December 31, 2023 were rolled over for an additional 3 months to March 30, 2024. In exchange for the
roll-over, the Company issued the note holders warrants exercisable for 292,463 shares of common stock at an exercise price of $0.345
per share.
The balance of the 2023 Notes
plus accrued interest at December 31, 2023 was $1,591,734, net of unamortized debt discount of $515,847.
The
convertible notes and warrants issued by the Company to Cavalry, Mercer and RRH as described herein have variable priced conversion rights
with no fixed floor price and will re-price dependent on the share price performance over varying periods of time and certain notes and
warrants have fundamental transaction clauses which might result in cash settlement, due to these factors, all convertible notes and
any warrants attached thereto are valued and give rise to a derivative financial liability, which was initially valued at inception of
the convertible notes using a Black-Scholes valuation model.
On
December 30, 2022, the Company entered into the December 2022 Note Amendment transaction (“the Note Amendment”) as fully described
under note 12 above. Included in the derivative liability is: (i) the Original Warrants which were exchanged for non-convertible promissory
notes, (ii) the Cavalry and Mercer convertible notes which were subject to the Note Amendment and (ii) the Cavalry and Mercer Extension
Warrants as well as certain other warrants due to Cavalry and Mercer and certain other warrant holders. The Note Amendment triggered a
repricing of certain of these warrants.
The
derivative liability on the Cavalry and Mercer convertible notes and the warrants affected by the note amendment were marked-to-market
immediately prior to the Note Amendment resulting in a market to market movement on the original warrants, the convertible notes and the
extension warrants and certain other warrants, which were subject to a full rachet provision, of $474,614. In addition, the Note and warrant
Amendment gave rise to an additional derivative liability charge of $2,317,051 which was recorded as an expense in the loss on convertible
notes charge in the statement of operations.
On
May 10, 2023 and June 13, 2023, the Company entered into convertible note agreements with 1800 Diagonal which have variable priced conversion
rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time, which gave rise
to a derivative financial liability, which was initially valued at inception of the convertible notes at $360,491 but limited to
the cash value of the convertible notes of $150,000, using a Black-Scholes valuation model. These convertible notes were subsequently
settled on August 3, 2023, resulting in the elimination of the derivative liability related to these notes.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
14 |
DERIVATIVE LIABILITY (continued) |
Between September 12, 2023 and December 20, 2023, the Company entered into a convertible note agreement with RRH which have variable priced
conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time, which
gave rise to a derivative financial liability, which was initially valued at inception of the convertible notes at $416,317 but limited
to the cash value of the convertible notes of $235,000, using a Black-Scholes valuation model.
The
net movement on the derivative liability for the year ended December 31, 2023 was a net mark-to-market credit of $1,501,446 determined
by using a Black-Scholes valuation model.
The
following assumptions were used in the Black-Scholes valuation model:
| |
Year ended December 31, 2023 | | |
Year ended December 31, 2022 | |
Conversion price | |
$ | 0.104 to $0.345 | | |
$ | 0.345 to $4.50 | |
Risk free interest rate | |
| 3.60 to 5.55
| % | |
| 0.79 to 4.73 | % |
Expected life of derivative liability | |
| 3.5 to 47 months
| | |
| 1.5 to 59 months | |
Expected volatility of underlying stock | |
| 158.72 to 217.01 | % | |
| 120.49 to 258.3
| % |
Expected dividend rate | |
| 0 | % | |
| 0 | % |
The
movement in derivative liability is as follows:
| |
December 31, 2023 | | |
December 31, 2022 | |
Opening balance | |
$ | 2,550,642 | | |
$ | 407,161 | |
Derivative financial liability arising from convertible note and warrants | |
| 385,000 | | |
| 238,182 | |
Derivative financial liability arising on note amendment included in loss on convertible notes | |
| - | | |
| 2,317,051 | |
Fair value adjustment to derivative liability | |
| (1,501,446 | ) | |
| (411,752 | ) |
| |
$ | 1,434,196 | | |
$ | 2,550,642 | |
The
Company has total authorized Common Stock of 750,000,000 shares with a par value of $0.0001 each. The Company
had 13,819,889 and 12,563,426 shares of Common Stock issued and outstanding as of December 31, 2023 and
December 31, 2022, respectively.
On
July 8, 2022, the Company entered into a consulting agreement with a third-party contractor for a period of twelve months to (i) review
the Company’s business plan; (ii) analyze and assess the Company’s revenues, costs, and cash flow; and (iii) introduce the
Company to and interface on the Company’s behalf with potential and actual commercial partners.
The
Company issued 66,667 (2,000,000 pre-split) shares of Common Stock as compensation for the services rendered which were fully
earned on the date of issue. These shares were valued at $84,000 at the date of grant. In addition, the contractor will receive
a monthly fee of $3,000 for the term of the Agreement, commencing on August 1, 2022.
On
July 8, 2022, the Company entered into a second consulting agreement with a separate third-party contractor for a period of twelve months
to (i) review the Company’s business plan; (ii) analyze and assess the Company’s revenues, costs, and cash flow; and (iii)
introduce the Company to and interface on the Company’s behalf with potential and actual commercial partners. The Company issued 66,667
(2,000,000 pre-split) shares of Common Stock as compensation for the services rendered which were fully earned on the date of issue.
These shares were valued at $84,000 at the date of grant.
On
July 11, 2022, the Board approved the issuance of 66,667 (2,000,000 pre-split) restricted shares of Common Stock to Richard
Rosenblum, the Company’s President and Chief Financial Officer. These shares were valued at $110,000 at the date of grant.
On
August 5, 2022, the Board approved the issuance of 100,000 (3,000,000 pre-split) shares of Common Stock to Samad Harake or his
designees as compensation for the services rendered which were fully earned on the date of issue., Mr. Harake is the president and control
person of Frictionless. These shares were valued at $165,000 at the date of grant.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 |
STOCKHOLDERS’
EQUITY (continued) |
|
a. |
Common Stock (continued) |
On
May 19, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 72,464 shares of
Common Stock for the conversion of $25,000 of convertible debt, refer Note 13 above.
On
August 16, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 72,464 shares
of Common Stock for the conversion of $25,000 of convertible debt, refer Note 13 above.
On
August 24, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 173,914 shares
of Common Stock for the conversion of $60,000 of interest on convertible debt, refer Note 13 above.
On
August 30, 2023, the Company effectuated a 1 for 30 reverse stock split, resulting in the issuance of an additional 2,838 shares
to existing stockholders due to rounding of existing shareholdings. All share amounts disclosed in the unaudited condensed consolidated
financial statements have been adjusted to reflect the Company’s 1 for 30 reverse stock split effectuated on August 30, 2023.
On
August 31, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 144,928 shares
of Common Stock for the conversion of $50,000 of convertible debt, refer note 13 above.
On
November 8, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 289,855 shares
of Common Stock for the conversion of $100,000 of convertible debt, refer note 13 above.
On
November 20, 2023, in terms of a conversion notice received from a convertible note holder, the Company issued 500,000 shares
of Common Stock for the conversion of $172,500 of convertible debt, refer note 13 above.
|
b. |
Restricted stock awards |
On
December 15, 2020, in terms of an employment agreement entered into with an employee, the Company granted 83,333 (2,500,000
pre-split) restricted shares of which 33,333 (1,000,000 pre-split) vested on January 1, 2021 and the remaining 50,000 (1,500,000
pre-split) shares vest over a period of two years. The 50,000 (1,500,000 pre-split) shares of unvested restricted
stock which was not physically issued to the employee were not earned due to the cessation of employment with the Company.
A
summary of restricted stock activity during the period January 1, 2022 to December 31, 2023 is as follows:
| |
Total
restricted shares* | | |
Weighted
average fair market value per share* | | |
Total
unvested restricted shares* | | |
Weighted
average fair market value per share* | | |
Total
vested restricted shares* | | |
Weighted
average fair market value per share* | |
Outstanding January 1, 2022 | |
| 716,500 | | |
$ | 1.47 | | |
| 341,583 | | |
$ | 1.47 | | |
| 374,917 | | |
$ | 1.47 | |
Granted and issued | |
| 66,667 | | |
| 1.65 | | |
| - | | |
| - | | |
| 66,667 | | |
| 1.65 | |
Forfeited/Cancelled | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Vested | |
| - | | |
| - | | |
| (170,791 | ) | |
| (1.47 | ) | |
| 170,791 | | |
| 1.47 | |
Outstanding December 31, 2022 | |
| 783,167 | | |
$ | 1.50 | | |
| 170,792 | | |
$ | 1.47 | | |
| 612,375 | | |
$ | 1.50 | |
Granted and issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Forfeited/Cancelled | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Vested | |
| - | | |
| - | | |
| (170,792 | ) | |
| (1.47 | ) | |
| 170,792 | | |
| 1.47 | |
Outstanding December
31, 2023 | |
| 783,167 | | |
$ | 1.50 | | |
| - | | |
$ | - | | |
| 783,167 | | |
$ | 1.50 | |
The
restricted stock granted, issued and exercisable at December 31, 2023 is as follows:
| | |
Restricted
Stock Granted and Vested | |
Grant
date Price | | |
Number
Granted* | | |
Weighted
Average Fair Value per Share* | |
$ | 1.47 | | |
| 683,167 | | |
$ | 1.47 | |
$ | 1.50 | | |
| 33,333 | | |
| 1.50 | |
$ | 1.65 | | |
| 66,667 | | |
| 1.65 | |
| | | |
| 783,167 | | |
$ | 1.50 | |
The
Company has recorded an expense of $0 and $361,064 for the years ended December 31, 2023 and 2022, respectively.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 |
STOCKHOLDERS’ EQUITY (continued) |
The
Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001 authorized. No preferred stock
was issued and outstanding as of December 31, 2023 and December 31, 2022.
Effective
July 8, 2022 (the “Effective Date”), the Company entered into an Endorsement Agreement with Pez-Mar, Inc., a California corporation
(“Pez-Mar”), to furnish the services of Mario Lopez (“Lopez”). Pursuant to the Endorsement Agreement, Lopez will
act as a Company spokesperson in connection with the promotion, advertisement and endorsement of the Company’s physical and virtual
payment processing and money remittance business and the Company’s related products and services.
The
Endorsement Agreement has a term of two (2) years from the Effective Date (the “Term”), which is subject to earlier
termination on customary terms and conditions. The parties have agreed to certain deliverables of Lopez during the term of the agreement,
including with respect to social media posts, television commercials, interviews and photo shoots. The Endorsement Agreement also contains
other customary terms, covenants and conditions, including representations and warranties, restrictions on endorsements of competitive
products during the term of the agreement, confidentiality, indemnification, and Pez-Mar and Lopez’s independent contractor status.
As
compensation for the services provided under the Endorsement Agreement, Lopez or their designees are entitled to the following payments: (i)
a cash endorsement fee of Three Hundred Thousand U.S. Dollars ($300,000 USD), payable as follows: (i) One Hundred Twenty-Five Thousand
Dollars ($125,000) upon execution of the Endorsement Agreement, (ii) One Hundred Twenty-Five Thousand Dollars ($125,000) quarterly during
the Term, beginning on the 90th day following the Effective Date, and (iii) Fifty Thousand Dollars ($50,000) on or prior
to the first anniversary of the Effective Date and (ii) warrants exercisable for an aggregate of Five hundred thousand (500,000) shares
of the Common Stock at an exercise price of $1.035 per share. The Warrants shall have a three-year term commencing from the Effective
Date. The right to exercise the Warrants shall be subject to vesting during the Term but shall vest in full upon the consummation
of a fundamental transaction involving the Company or upon certain termination events provided for in the Endorsement Agreement. The Exercise
Price may be payable via “cashless exercise”, unless the underlying Shares are registered under an effective registration
statement under the Securities Act of 1933, as amended. The Shares are subject to certain “piggyback” registration rights.
On
August 30, 2022, the Company extended the maturity date of the Cavalry/Mercer Notes and agreed to grant each note holder a warrant exercisable
for 100,000 shares of Common Stock at an exercise price of $4.50 per share with an expiration date of August 30, 2027.
On December 30, 2022, the Company
issued to Frictionless a 5-year warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $0.345 per
share. The fair value of these warrants was $348,938 determined by using a Black-Scholes valuation model, which fair value was capitalized
to purchased technology on the date of grant. On May 12, 2023, the Company entered into an agreement to cancel this warrant (see note
1(b)).
On
December 30, 2022, the Company entered into the December 2022 Note Amendment Transaction, as fully described in note 11 above.
In terms of the Note Amendment Transaction the following occurred:
|
● |
The warrants issued to Cavalry and Mercer exercisable for 165,798 shares of Common Stock (82,899 for each of Cavalry and Mercer), were exchanged for two promissory notes of $482,000 each, as disclosed in note 11 above; |
|
● |
The warrants issued to Cavalry and Mercer on August 30, 2022, were subject to repricing and a full rachet increase in the number of warrants issued, resulting in an increase in the number of warrants by 2,408,696 (1,204,348 to each Cavalry and Mercer) and a reset of the exercise price to $0.345 per share. The additional warrants were valued at $841,003 using a Black-Scholes valuation model and was expensed in the statement of operations as a component of the loss on convertible debt. |
|
● |
An additional 457,895 warrants previously issued to Mercer, Iroquois Master Fund and Bellridge Capital LP were subject to repricing of the exercise price from a range of $1.50 to $4.50 per share to $0.345 per share. The change in the fair value of these warrants of $20,079, using a Black-Scholes valuation model was recorded as a component of the loss on convertible debt. |
Between
February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors, as disclosed
in note 13 above. In terms of these Securities Purchase Agreements, the Company issued five-year warrants to purchase an aggregate 5,696,586 shares
of the Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances
and similar events). The Company is under no obligation to register the shares of Common Stock underlying the 2023 Notes or the 2023 Warrants
for public resale.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 |
STOCKHOLDERS’ EQUITY (continued) |
On
August 11, 2023, the company issued an investor a five-year replacement warrant for a warrant that had expired on February 13, 2023 exercisable
for 33,334 shares of common stock at an exercise price of $1.50 per share.
On
December 14, 2023, two notes totaling $225,000 which matured on December 31, 2023 were rolled over for an additional 3 months to March
30, 2024. In exchange for the roll-over, the Company issued the note holders five-year warrants exercisable for 292,463 shares of common
stock at an exercise price of $0.345 per share.
During
the current year warrants exercisable for 33,334 shares expired as unexercised and a further warrants exercisable for 1,000,000 shares
of common stock were forfeited on the disposal of frictionless and Beyond Fintech as disclosed in note 4 above.
The
2023 Warrants contain conversion limitations providing that a holder thereof may not exercise the Warrants to the extent that, if after
giving effect to such exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such exercise. A holder may increase
or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%,
and that any increase shall not be effective until the 61st day after such notice.
In connection with the formation
of IPSIPay Express, the Company issued to each of the other venture partners, OpenPath and EfinityPay, IPEX Warrants to purchase an aggregate
of 133,334 shares of Common Stock with an exercise of $0.45 per share. The Company is obligated to issue each of OpenPath
and EfinityPay additional IPEX Warrants to purchase 199,999 shares of Common Stock at a price equal to the average public closing
price of the Common Stock for the three trading days immediately prior to the funding of the remaining initial Tranche. Simultaneously
with the funding of the second Tranche in September 2023, the Company became obligated to issue to each of OpenPath and EfinityPay an
additional IPEX Warrant to purchase 166,667 shares of Common Stock with an exercise price equal to the average public closing
price of the Common Stock for the three trading days immediately prior to the funding of the second Tranche. Simultaneously with the funding
of the third Tranche, the Company will issue to each of OpenPath and EfinityPay an additional IPEX warrant to purchase 166,667 shares
of common stock with an exercise price equal to the average public closing price of the Common Stock for the three trading days immediately
prior to the funding of the third Tranche. If the full IPSI Capital Contribution is funded, OpenPath and EfinityPay will receive IPEX
Warrants to purchase an aggregate of 1,333,334 shares of Common Stock. See note 1(b) above.
The
fair value of the warrants granted and issued, as described above, were determined by using a Black Scholes valuation model using the
following assumptions:
| |
Year ended December 31, 2023 | |
Exercise price | |
$ | 0.345 to 0.45 | |
Risk free interest rate | |
| 3.77 to 4.86 | % |
Expected life | |
| 5 years | |
Expected volatility of underlying stock | |
| 187.40 to 192.80 | % |
Expected dividend rate | |
| 0 | % |
A
summary of warrant activity during the period January 1, 2022 to December 31, 2023 is as follows:
| |
Shares Underlying Warrants* | | |
Exercise price per share* | | |
Weighted average exercise price* | |
Outstanding January 1, 2022 | |
| 1,243,477 | | |
$ | 1.50 – 5.625 | | |
$ | 3.60 | |
Granted | |
| 1,700,000 | | |
| 0.345 – 1.035 | | |
| 0.5478 | |
Increase in warrants due to debt amendment full rachet trigger | |
| 2,408,696 | | |
| 0.345 | | |
| 0.345 | |
Cancelled on debt amendment | |
| (165,797 | ) | |
| 4.50 | | |
| 4.50 | |
Exercised | |
| - | | |
| - | | |
| - | |
Outstanding December 31, 2022 | |
| 5,186,376 | | |
$ | 0.345 – 5.625 | | |
$ | 0.9000 | |
Granted | |
| 6,289,051 | | |
| 0.345 – 1.50 | | |
| 0.3556 | |
Forfeited | |
| (33,334 | ) | |
| 1.50 | | |
| 1.5000 | |
Cancelled on disposal of investment in Frictionless and Beyond Fintech | |
| (1,000,000 | ) | |
| 0.345 | | |
| 0.3450 | |
Exercised | |
| - | | |
| - | | |
| - | |
Outstanding December 31, 2023 | |
| 10,442,093 | | |
$ | 0.345 – 5.625
| | |
$ | 0.6265 | |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 | STOCKHOLDERS’ EQUITY
(continued) |
The
warrants outstanding and exercisable at December 31, 2023 are as follows:
|
|
|
Warrants Outstanding* |
|
|
Warrants Exercisable* |
|
Exercise Price* |
|
|
Number
Outstanding* |
|
|
Weighted
Average
Remaining
Contractual
life in years |
|
|
Weighted
Average
Exercise
Price* |
|
|
Number
Exercisable* |
|
|
Weighted
Average
Exercise
Price* |
|
|
Weighted
Average
Remaining
Contractual
life in years |
|
$ |
0.345 |
|
|
|
9,055,642 |
|
|
|
4.16 |
|
|
|
|
|
|
|
9,055,642 |
|
|
|
|
|
|
|
4.16 |
|
$ |
0.450 |
|
|
|
266,668 |
|
|
|
4.48 |
|
|
|
|
|
|
|
266,668 |
|
|
|
|
|
|
|
4.48 |
|
$ |
1.035 |
|
|
|
500,000 |
|
|
|
1.52 |
|
|
|
|
|
|
|
437,500 |
|
|
|
|
|
|
|
1.52 |
|
$ |
1.500 |
|
|
|
33,334 |
|
|
|
4.62 |
|
|
|
|
|
|
|
33,334 |
|
|
|
|
|
|
|
4.62 |
|
$ |
4.50 |
|
|
|
505,560 |
|
|
|
2.21 |
|
|
|
|
|
|
|
505,560 |
|
|
|
|
|
|
|
2.21 |
|
$ |
5.625 |
|
|
|
80,889 |
|
|
|
2.21 |
|
|
|
|
|
|
|
80,889 |
|
|
|
|
|
|
|
2.21 |
|
|
|
|
|
|
10,442,093 |
|
|
|
3.94 |
|
|
$ |
0.6265 |
|
|
|
10,379,593 |
|
|
$ |
0.6240 |
|
|
|
3.95 |
|
The
warrants outstanding have an intrinsic value of $0 and $0 as of December 31, 2023 and 2022, respectively.
On
June 18, 2018, the Company established its 2018 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the
interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants of the Company
with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company, to acquire
a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling long-term corporate
objectives. The Plan terminates after a period of ten years in June 2028.
The
Plan is administered by the Board or a committee appointed by the Board, who have the authority to administer the Plan and to exercise
all the powers and authorities specifically granted to it under the Plan.
The
maximum number of securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of
Common Stock awarded to any individual during any fiscal year may not exceed 100,000 shares of Common Stock.
On
October 22, 2021, the Company established its 2021 Stock Incentive Plan (“2021 Plan”). The purpose of the Plan is to promote
the interests of the Company and the stockholders of the Company by providing directors, officers, employees and consultants, advisors
and service providers of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ
or service of the Company, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of
individuals in fulfilling long-term corporate objectives. The Plan terminates after a period of ten years in August 2031.
The
2021 Plan is administered by the Board or a Compensation Committee appointed by the Board, who have the authority to administer the Plan
and to exercise all the powers and authorities specifically granted to it under the Plan.
The
maximum number of securities available under the 2021 Plan is 1,766,667 shares of Common Stock.
Under
the 2021 Plan the Company may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation
rights; (iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.
On
July 11, 2022, the Board approved, granted and issued 500,000 ten-year incentive stock options, with immediate vesting, to the
Company’s Chairman and Chief Executive Officer at an exercise price of $4.50 per share. This resulted in an immediate expense
of $823,854 for the year ended December 31, 2022.
On
September 13, 2022, the Company granted ten-year options exercisable for 6,667 shares of Common Stock, with immediate vesting,
to each of its four non-executive directors, totaling options exercisable for 26,668 shares of Common Stock at an exercise price
of $1.20 per share. This resulted in an immediate expense of $31,970 for the year ended December 31, 2022.
During
the current financial year, the Company cancelled options exercisable for 23,891 (716,666 pre-split) shares of common stock due to the
previous resignation or termination of employees and officers whose stock options were not exercised in accordance with the terms allowed
under the plan and were therefore canceled.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 |
STOCKHOLDERS’ EQUITY (continued) |
| e. | Stock options (continued) |
A
summary of option activity during the period January 1, 2022 to December 31, 2023 is as follows:
| |
Shares Underlying options* | | |
Exercise price per share* | | |
Weighted average exercise price* | |
Outstanding January 1, 2022 | |
| 1,017,223 | | |
$ | 4.50 to 12.00 | | |
$ | 4.50 | |
Granted | |
| 526,668 | | |
| 1.20 – 4.50 | | |
| 4.20 | |
Forfeited/Cancelled | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | |
Outstanding December 31, 2022 | |
| 1,543,891 | | |
$ | 1.20 to 12.00 | | |
$ | 4.47 | |
Granted | |
| - | | |
| - | | |
| - | |
Forfeited/Cancelled | |
| (23,889 | ) | |
$ | 1.20 to 12.00 | | |
| 5.41 | |
Exercised | |
| - | | |
| - | | |
| - | |
Outstanding December 31, 2023 | |
| 1,520,002 | | |
$ | 1.20 to 12.00 | | |
$ | 4.46 | |
The
options outstanding and exercisable at December 31, 2023 are as follows:
| | |
Options Outstanding* | | |
Options Exercisable* | |
Exercise Price* | | |
Number Outstanding* | | |
Weighted Average Remaining Contractual life in years | | |
Weighted Average Exercise Price* | | |
Number Exercisable* | | |
Weighted Average Exercise Price* | | |
Weighted Average Remaining Contractual life in years | |
$ | 1.20 | | |
| 20,001 | | |
| 5.86 | | |
| | | |
| 20,001 | | |
| | | |
| 5.86 | |
$ | 4.50 | | |
| 1,500,001 | | |
| 7.94 | | |
| | | |
| 1,388,890 | | |
| | | |
| 7.96 | |
| | | |
| 1,520,002 | | |
| 7.91 | | |
$ | 4.46 | | |
| 1,408,891 | | |
$ | 4.45 | | |
| 7.93 | |
The
options outstanding have an intrinsic value of $0 as of December 31, 2023 and 2022.
The
option expense was $377,856 and $1,233,682 for the years ended December 31, 2023 and 2022, respectively.
16 | LOSS ON CONVERTIBLE NOTES |
The
loss on convertible notes consists of the following:
| |
December 31, 2023 | | |
December 31, 2022 | |
Penalty on cash settlement of convertible note | |
$ | 9,306 | | |
$ | 247,063 | |
Expense on extension of maturity date of
convertible notes | |
| 64,256 | | |
| 836,414 | |
Fair value of warrants issued to convertible note holders on extension of maturity date | |
| - | | |
| 238,182 | |
Fair value of derivative liability arising on the amendment of the exercise price of convertible notes and the full-rachet trigger on certain warrants issued to convertible note holders | |
| - | | |
| 2,360,658 | |
Value of notes exchanged for certain warrants, net of the derivative liability value of $(43,608) | |
| - | | |
| 920,392 | |
| |
$ | 73,562 | | |
$ | 4,602,709 | |
Penalty
on cash settlement of convertible note
On
February 4, 2022, the Company cash settled the outstanding balance, including early settlement penalty thereon of $247,063, of a convertible
note owing to Bellridge for gross proceeds of $1,235,313.
On
August 3, 2023, the Company cash settled the outstanding balance of two convertible notes owing to 1800 Diagonal Street Lending LLC, including
an early settlement penalty thereon of $9,306.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
16 | LOSS ON CONVERTIBLE NOTES
(continued) |
Expense
on extension of maturity date of convertible notes
On
December 14, 2023, the Company extended the maturity date of two convertible notes to March 30, 2024, and issued the note holders additional
warrants exercisable for 292,463 shares of common stock, the modification of the terms and the issue of the new warrants was assessed
as a debt extinguishment, resulting in a charge of $64,256 for the year ended December 31, 2023.
In
the prior year, The Company twice extended the maturity date of its indebtedness to each Cavalry and Mercer. On February 3, 2022, the
Company agreed to extend the maturity date of the Notes to August 16, 2022. Additionally, on August 30, 2022, the Company entered agreements
for an additional maturity date extension to November 16, 2022, in terms of these extensions, the Company incurred penalties which
increased the principle outstanding of these convertible notes in the aggregate amount of $836,414.
Fair
value of warrants issued to convertible note holders on extension of maturity date
In
addition to the penalty on extension of maturity date on its indebtedness to each of Cavalry and Mercer, in consideration for the second
extension on August 30, 2022, the Company agreed to issue to each of Cavalry and Mercer a new five-year warrant to purchase an additional 100,000
(3,000,000 pre-split) shares of common stock at an exercise price of $4.50 ($0.15 pre-split) per share. The fair value of these
warrants were determined as $238,182 on August 30, 2022, using a Black-Scholes valuation model.
Fair
value of derivative liability arising on the amendment of the exercise price of convertible notes and the full-rachet trigger on certain
warrants issued to convertible note holders
On
December 30, 2022, the Company again extended the maturity dates of each of the Notes to Cavalry and Mercer to December 30, 2023.
Each of Cavalry and Mercer entered into Note Amendment Letter Agreement with the Company (the “Note Amendment”) pursuant to
which the parties agreed that the conversion price of the Notes was reduced from $4.50 ($0.15 pre-split) to $0.345 ($0.0115 pre-split) per
share and in addition, resulted in the 100,000 (3,000,000 pre-split) shares of common stock underlying the Extension Warrants
increasing to 1,304,348 (39,130,435 pre-split) shares, in terms of the full-rachet provisions in those warrant agreements. The
change in the conversion price and the increase in the number of warrant shares to be issued at the revised exercise price of $0.345 ($0.0115
pre-split) per share, resulted in a derivative liability on December 30, 2022 of $2,340,580, determined by using a Black-Scholes valuation
model.
In
addition to this, certain other warrants outstanding had their conversion price reduced from $1.50 ($0.05 pre-split) per share to
$0.345 ($0.0115 pre-split) per share in terms of their warrant agreements, resulting in an additional derivative liability on December
30, 2022 of $20,079, determined by using a Black-Scholes valuation model.
Value
of notes exchanged for certain warrants, net of the derivative liability value of $(43,608)
On
December 30, 2022, the Company also agreed to exchange the Original Warrants issued on February 16, 2021 to Cavalry and Mercer for 12-month
non-convertible promissory notes in the amount of $482,000 each. This resulted in an additional charge of $964,000, less the fair
value of the derivative liability of the Original warrants of $43,608, valued on December 30, 2022, using a Black-Scholes valuation model.
The
Company’s operations are based in the US and currently enacted tax laws in the US are used in the calculation of income taxes.
Federal
Income Tax - United States
On
December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law
by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction
of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for
interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80%
of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward
without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of
U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions
for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug
tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding
the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various
states will conform to the newly enacted federal tax law.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
17 | INCOME TAXES (continued) |
Federal
Income Tax - United States (continued)
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on
available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes
as interest expense or penalties expense. As of December 31, 2022 and 2021, there have been no interest or penalties incurred on income
taxes.
The
provision for income taxes consists of the following:
| |
Year ended December 31, 2023 | | |
Year ended December 31, 2022 | |
Current | |
| | | |
| | |
Federal | |
$ | | | |
$ | | |
State | |
| - | | |
| - | |
Foreign | |
| - | | |
| - | |
| |
$ | - | | |
$ | - | |
Deferred | |
| | | |
| | |
Federal | |
$ | - | | |
$ | - | |
State | |
| - | | |
| - | |
Foreign | |
| - | | |
| - | |
| |
$ | - | | |
$ | - | |
A
reconciliation of the U.S. Federal statutory income tax to the effective income tax is as follows:
| |
Year ended December 31, 2023 | | |
Year ended December 31, 2022 | |
Continuing operations | |
| | |
| |
Tax expense at the federal statutory rate | |
$ | (1,225,845 | ) | |
$ | (2,169,599 | ) |
State tax expense, net of federal tax effect | |
| (170,564 | ) | |
| (324,289 | ) |
Permanent differences | |
| 712,951 | | |
| 1,194,446 | |
Prior year net operating loss true up | |
| (228,714 | ) | |
| (3,277 | ) |
| |
| (912,172 | ) | |
| (1,302,719 | ) |
Deferred income tax asset valuation allowance | |
| 912,172 | | |
| 1,302,719 | |
| |
$ | - | | |
$ | - | |
Significant
components of the Company’s deferred income tax assets are as follows:
| |
December 31, 2023 | | |
December 31, 2022 | |
Other | |
$ | 241,491 | | |
$ | 241,491 | |
Capital loss | |
| 491,275 | | |
| - | |
Net operating losses | |
| 6,900,076 | | |
| 6,479,181 | |
Stock based compensation | |
| 511,142 | | |
| 511,142 | |
Valuation allowance | |
| (8,143,986 | ) | |
| (7,231,814 | ) |
Net deferred income tax assets | |
$ | - | | |
$ | - | |
The valuation allowance for deferred
income tax assets as of December 31, 2023 and December 31, 2022 was $8,143,986 and $7,231,814, respectively. The net
change in the deferred income tax assets valuation allowance was an increase of $912,172 and is primarily attributable to tax operating
losses and capital losses realized during the current year.
As
of December 31, 2023, the prior three years remain open for examination by the federal or state regulatory agencies
for purposes of an audit for tax purposes.
As
of December 31, 2023, the Company had available for income tax purposes approximately $26.8 million in federal and $19.0 million
in state net operating loss carry forwards, which may be available to offset future taxable income. $3.5 million of the net
operating losses will begin to expire in 2034 and $23.3 million has an indefinite life. Due to the uncertainty of the utilization
and recoverability of the loss carryforwards and other deferred tax assets, Management has determined a full valuation allowance for
the deferred tax assets since it is more likely than not that the deferred tax assets will not be realizable.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
17 | INCOME TAXES (continued) |
The Company’s ability to
utilize the previous Federal operating loss carryforwards may be adjusted if, pursuant to IRC Section 382/383 of the Internal Revenue
Code of 1986, as amended, a change of ownership occurs. Management does not believe an ownership change has occurred under IRC Section
382/383. A future change in ownership may result in an adjustment to the loss carryforward.
The
Company is subject to taxation in the U.S. and CA state. U.S. federal income tax returns for 2019 and after, remain open to examination.
No income tax returns are currently under examination. As of December 31, 2023 and 2022, the Company does not have any unrecognized tax
benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest
related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2023 and 2022, there were no penalties or
interest recorded in income tax expense.
18 | EQUITY BASED COMPENSATION |
Equity based compensation
is made up of the following:
| |
Year ended December 31, 2023 | | |
Year ended December 31, 2022 | |
Incentive stock awards | |
$ | 377,856 | | |
$ | 1,594,746 | |
Securities issued for services rendered | |
| 144,828 | | |
| 333,000 | |
| |
$ | 522,684 | | |
$ | 1,927,746 | |
Basic
loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based
on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance
of common shares that have an anti-dilutive effect on net loss per share. For the years ended December 31, 2023 and 2022 all
warrants options and convertible debt securities were excluded from the computation of diluted net loss per share.
Dilutive
shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because
their affect would have been anti-dilutive for the years ended December 31, 2023 and 2022 are as follows:
| |
Year ended December 31, 2023 (Shares) | | |
Year ended December 31, 2022 (Shares) | |
Convertible debt | |
| 13,363,993 | | |
| 6,569,863 | |
Stock options | |
| 1,520,002 | | |
| 1,543,891 | |
Warrants to purchase shares of common stock | |
| 10,442,093 | | |
| 5,186,375 | |
| |
| 25,326,088 | | |
| 13,300,129 | |
20 | RELATED PARTY TRANSACTIONS |
The
following transactions were entered into with related parties:
James
Fuller
On
September 13, 2022, the Company granted Mr. Fuller ten-year options exercisable for 6,667 shares of Common Stock at an exercise
price of $1.20 per share.
The
option expense for Mr. Fuller was $0 and $7,993 for the years ended December 31, 2023 and 2022, respectively.
Mr.
Fuller voluntarily resigned as a member of the Board of Directors effective as of our 2022 annual meeting of shareholders which occurred
on November 3, 2022.
William
Corbett
On
July 11, 2022, the Company granted Mr. Corbett ten-year options exercisable for 500,000 shares of Common Stock at an exercise
price of $4.50 per share.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
20 | RELATED PARTY TRANSACTIONS
(continued) |
On
June 21, 2023, Mr. Corbett advanced the company $50,000 to cover certain working capital expenses, the advance is short term in nature,
bears no interest and has no fixed repayment terms. This advance was repaid on December 4, 2023.
The
option expense for Mr. Corbett was $266,346 and $1,090,201 for the years ended December 31, 2023 and 2022, respectively.
Clifford
Henry
Mr.
Henry has an oral consulting arrangement with the Company whereby he is paid $3,500 per month for financial and capital markets advice.
This consulting agreement commenced in May, 2021 and was approved and ratified by the Board in March 2022. This consulting agreement and
related payments were terminated in September 2022.
On
September 13, 2022, the Company granted Mr. Henry, immediately vesting, ten-year options exercisable for 6,667 shares of Common
Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.
The
option expense for Mr. Henry was $0 and $7,993 for the years ended December 31, 2023 and 2022, respectively.
Mr.
Henry voluntary elected not to stand for re-election at the company’s annual general meeting, his tenure as a director ended on
the date of the annual general meeting, November 30, 2023.
Madisson
Butler
On
September 13, 2022, the Company granted Ms. Butler (formerly known as Madisson Corbett), immediately vesting, ten-year options exercisable
for 6,667 shares of Common Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation
model.
The
option expense for Ms. Butler was $0 and $7,993 for the years ended December 31, 2023 and 2022, respectively.
David
Rios
On
September 13, 2022, the Company granted Mr. Rios, immediately vesting, ten-year options exercisable for 6,667 shares of
Common Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.
The
option expense for Mr. Rios was $0 and $7,993 for the years ended December 31, 2023 and 2022, respectively.
Richard
Rosenblum
On
July 11, 2022, the Company granted Mr. Rosenblum 66,667 restricted shares of Common Stock valued at $110,000, all of which are
vested.
The
option expense for Mr. Rosenblum was $111,510 for each of the years ended December 31, 2023 and 2022, respectively.
21 | COMMITMENTS AND CONTINGENCIES |
The Company has notes payable
and convertible notes payable, disclosed under notes 12 and 13 above, which originally matured between December 30, 2023 and September
14, 2024, of which the notes that had maturity dates between December 30, 2023 and February 23, 2024 have been extended to dates between
April 30, 2024 and August 23, 2024. The Company may settle the notes payable, at its option by the issue of common shares and should the
convertible notes not be converted to Common Stock prior to their maturity dates, the Company may need to repay the principal and interest
outstanding on these notes.
Convertible
note funding
Between February
6 and February 21, 2024, the Company entered into Securities Purchase Agreements pursuant to which the Company issued convertible promissory
notes to four accredited investment entities for total gross proceeds of $308,335. The Notes are unsecured, mature 12 months from issuance
date and bear interest at a rate of 8% per annum, and are convertible into shares of common stock of the Company at a conversion price
of $0.345 per share (as adjusted for stock splits, stock combinations, and similar events). The Notes may be prepaid at any time without
penalty. The Note contains customary events of default. The Company is under no obligation to register the shares of Common Stock underlying
the Notes for public resale.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
22 |
SUBSEQUENT EVENTS (continued) |
On March 4,
2024, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a convertible promissory note and
a warrant exercisable for shares of common stock to an accredited investor. The Company realized gross proceeds of $100,000 after an original
issue discount of $14,286 and a once off interest charge of $9,143. The note matures on September 4, 2024. Principal and interest payments
are due in four equal instalments of $30,871 commencing on May 3, 2024. The note is convertible into common stock at a fixed price of
$0.345 per share, unless the note is in default, whereby the conversion price will be 70% of the lowest closing bid price for the 5 trading
days prior to conversion. The note may be prepaid at any time for the full outstanding principal and outstanding interest.
Non-Binding
Letter of Intent with Business Warrior
Overview
and Cautionary Statement
On February
13, 2024, the Company signed an amended and restated non-binding letter of intent (the “LOI”) with Business Warrior Corporation,
a Wyoming corporation (“BZWR”), pursuant to which the Company would acquire BZWR on the general terms described below (the
“Proposed Transaction”).
Neither IPSI
nor BZWR shall have any legal obligation of any kind with respect to the Proposed Transaction unless and until binding definitive agreements
with respect to the Proposed Transaction are executed. Moreover, the Proposed Transaction, assuming definitive agreements are even executed,
would be subject to the approval of the stockholders of both IPSI and BZWR and the satisfaction of other conditions to closing.
BZWR is a
publicly listed, revenue generating fintech company that offers PayPlan, a comprehensive lending
software platform that includes marketing services for lenders and businesses. The Company believes that a potential combination with
a fintech company that generates some revenue monthly would complement the development and commercial launch of the Company’s IPSIPay
ExpressTM products and potentially other product offerings.
In
addition, the Company and BZWR have certain convertible note investors (the “Note Holders”) in common. Therefore, one
purpose of the Proposed Transaction would be to convert the indebtedness of both the Company and BZWR held by the Note Holders into equity
securities of the Company.
Outline
of Proposed Terms
The
principal terms of the Proposed Transaction are as follows:
| 1. | Preliminary
Structure. At the closing of the Proposed Transaction (the “Closing”), the Company would acquire 100%
of the outstanding equity and equity equivalents of BZWR (including outstanding warrants and other securities that have the right to
acquire or convert into equity securities of BZWR) on a cash-free, debt free basis by way of a merger of BZWR into a new subsidiary of
the Company. |
| 2. | Consideration. The total consideration provided to or for the benefit of BZWR equity holders (including holders of warrants and other outstanding preferred stock or other convertible securities of BZWR), as applicable (the “Transaction Consideration”) would be in the form of newly-issued shares (the “Transaction Shares”) of Company common stock representing forty percent (40%) of the Common Stock immediately following the Closing. |
|
3. |
Note Exchange Transaction; Replacement Preferred. Prior to and as a condition to the Closing, the Note Holders of both IPSI and BZWR shall effect a note exchange transaction pursuant to which all of the outstanding convertible notes of IPSI and BZWR held by the Note Holders will be cancelled and exchanged for shares of newly-issued Series A Convertible Preferred Stock of IPSI (“Replacement Preferred”). The terms of the Replacement Preferred will be negotiated with the Note Holders. |
|
4. |
BZWR Capitalization Restructure. Prior to the Closing, BZWR shall cause all of its outstanding shares of preferred stock and warrants to be converted into shares of BZWR common stock, net exercised or cancelled, with the effect that only shares of BZWR common stock would be outstanding a Closing, the holders of which would be entitled to receive the Transaction Consideration. |
|
5. |
Board of Directors. The post-Closing Board of Directors of IPSI shall consist of a number of individuals to be agreed upon by IPSI and BZWR, provided that (i) the majority of the post-Closing Board of Directors will be appointed by IPSI and (ii) the majority of the post-Closing Board of Directors will be “independent” as defined under Nasdaq Stock Market rules. |
Company
Loan to BZWR
On February
12, 2024, and in connection with the LOI and the Proposed Transaction, the Company (utilizing a portion of the proceeds from the issuance
of convertible Notes) loaned funds to BZWR in the principal amount of $226,190, which includes an original issue discount equal to $67,857,
netting BZWR proceeds $158,333. The loan is memorialized by a secured promissory note (the “BZWR Note”). The BZWR Note does
not accrued interest, except in the case of an event of default, which case interest accrues at 15% per annum. The BZWR Note matures on
the earlier to occur of December 31, 2025 and the date that BZWR’s securities are listed on a national securities exchange. The
BZWR Note may be prepaid at any time for an amount equal to 110% of the then principal and accrued interest. IPSI shall have the right
to exchange the BZWR Note for securities issued by BZWR in any subsequent private placement by BZWR. The principal and accrued interest
under BZWR Note is convertible into common stock of BZWR at a price equal to $0.0036 per share, subject to certain adjustments and potential
resets. BZWR’s obligations under the BZWR Note are guaranteed by BZWR’s subsidiaries and secured by a lien on BZWR’s
accounts receivable. The BZWR Note is one of several similar notes issued by BZWR. Keystone Capital Partners LLC is acting as collateral
agent for the holders of such notes, include IPSI as the holder of the BZWR Note.
Item 9. Changes in
and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls
and Procedures
Disclosure Controls
and Procedures
We have adopted and maintain
disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the
reports filed under the Exchange Act, such as this Annual Report, is collected, recorded, processed, summarized and reported within the
time periods specified in the rules of the SEC. Our disclosure controls and procedures are also designed to ensure that such information
is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act,
Rule 13a-15, our management, including our Chief Executive Officer (who is our Principal Executive Officer and our President and Chief
Financial Officer (who is our Principal Financial Officer), after evaluating the effectiveness of disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report have concluded that our
disclosure controls are not effective due to a lack of written policies and procedures to address all material transactions and developments
impacting the financial statements.
Management’s
Annual Report on Internal Control over Financial Reporting
Our management is also
responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15.
Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to provide
reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
Management conducted an assessment of our internal control over financial reporting as of December 31, 2023 based on the framework and
criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework
2013 (“COSO”). The COSO framework requires rigid adherence to control principles that require sufficient and adequately trained
personnel to operate the control system. Our management has concluded that our internal control over financial reporting continued to
be ineffective as of December 31, 2023 as a result of continuing insufficient segregation of duties and oversight of work performed in
the finance and accounting function due to limited personnel with the appropriate skill sets. During 2024, our management plans to continue
to address these matters with a view towards remediating the weaknesses.
Our management, including
our Chief Executive Officer and President and Chief Financial Officer, does not expect that our disclosure controls and procedures and
our internal control processes, even if improved, will prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of error or fraud, if any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of
the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
Changes in Internal
Control Over Financial Reporting
Other than disclosed
above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) that occurred during our year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
This annual report does
not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us provide only
management’s report in this annual report.
Item 9B. Other
Information
None.
Item 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
The table below sets
certain information concerning our executive officers and directors, including their names, ages, anticipated positions with us. Our executive
officers are chosen by our Board and hold their respective offices until their resignation or earlier removal by the Board.
In accordance with our
Articles of Incorporation, as amended, incumbent directors are elected to serve until our next annual meeting and until each director’s
successor is duly elected and qualified.
Executive Officers
and Directors
The table below sets
certain information concerning our executive officers and directors, including their names, ages, anticipated positions with us. Our executive
officers are chosen by our board and hold their respective offices until their resignation or earlier removal by the board.
In accordance with our
Articles of Incorporation, as amended, incumbent directors are elected to serve until our next annual meeting and until each director’s
successor is duly elected and qualified.
Name |
|
Age |
|
Position |
William Corbett |
|
64 |
|
Chairman of the Board, Chief Executive Officer, and Director |
Richard Rosenblum |
|
65 |
|
President, Chief Financial Officer, Secretary and Director |
Madisson Butler |
|
35 |
|
Director |
David Rios |
|
81 |
|
Director |
Currently, our Board of Directors consists of four (4) members:
William Corbett (Chairman), Richard Rosenblum, Madisson Butler, and David Rios. Except for Ms. Butler, who is the daughter of Mr. Corbett,
there are no family relationships between the members of our Board of Directors and executive officers.
The following information
pertains to the members of our board and executive officers, their principal occupations and other public Company directorships for at
least the last five years and information regarding their specific experiences, qualifications, attributes and skills:
William Corbett, Chairman
of the Board, Chief Executive Officer and Director. Mr. Corbett has been serving as the Company’s Chief Executive
Officer and a Director since August 6, 2019 and as its Chairman since February 22, 2021. He was also the Company’s Interim
Chief Financial Officer from August 6, 2019 to July 22, 2021.
William Corbett has over
thirty years of Wall Street experience. Starting with Bear Stearns in the mid-eighties he became an associate director responsible
for managing over 50 brokers and was subsequently hired by Lehman Brothers where he was one of the top producers in the 1990’s.
In 1995, he co-founded and became CEO of The Shemano Group, a San Francisco investment banking boutique, which developed into one
of the leading banks for funding small cap companies. Mr. Corbett was a managing director at Paulson Investment Co. from October 2013
until October 2016, responsible for West Coast investment banking activities. He also has served as CEO of DPL a lending company,
and a wholly owned subsidiary of DPW Holdings, Inc., from October of 2016 until May 2019.
Mr. Corbett’s
financial experience on Wall Street, specifically with micro-cap companies, we believe provides him with the attributes that make
him a valuable member of the Company’s Board of Directors.
Richard Rosenblum, President,
Chief Financial Officer, Secretary and Director. Mr. Rosenblum has been serving as the Company’s President, Chief Financial
Officer and a Director since July 22, 2021. Mr. Rosenblum has also served as the Secretary of the Company since August 26,
2021.
Richard Rosenblum has
been, since its founding in 1994, Chief Executive Officer and Principal at Harborview Capital Advisors LLC (“Harborview”),
which provided strategic advisory services in the areas of capital formation, merchant banking and management consulting. Additionally,
Mr. Rosenblum has been the owner of Harborview Property Management (“HPM”) for over twenty-five (25) years,
where he invests and manages domestic and international commercial real-estate, and multi-family real-estate assets. From 2008
to 2014, Mr. Rosenblum was a Director, President and Executive Chairman of Alliqua Biomedical Inc. (NASDAQ: ALQA), which developed
and marketed hydrogel manufacturing technology in the wound care sector. His philanthropic and community-centered activities include
being a founding board member of the Dr. David Feit Memorial Foundation (DFM), which for over 15 years raised money for the
benefit and support of youth activities. Since 2018. Effective January 17, 2022, Mr. Rosenblum was appointed as an independent director
to the board of H-Cyte, Inc. H-CYTE is a medical biosciences company with a mission is to become a leader in next-generation, cellular
therapeutics for the treatment of chronic health conditions. Mr. Rosenblum graduated Summa Cum Laude from SUNY Buffalo with a B.A.
in Finance & Accounting.
Mr. Rosenblum’s
experience as an executive of a publicly traded company and his financial experience, including in investment banking and as an investor
in publicly traded companies, we believe provide him with the attributes that make him a valuable member of the Company’s Board.
Madisson G. Butler, Director.
Ms. Madisson G. Butler (formerly known as Madisson Corbett) was appointed to our Board
of Directors in May 2021. Ms. Butler has extensive experience in sales and built the sales development organizations at Series A-C tech
companies. Ms. Butler’s career in sales began in San Diego, overseeing global sales and marketing at the top surf wax company in
the US. Ms. Butler then worked at the International Surfing Association, recognized by the International Olympic, Committee and helped
introduce surfing to the Olympics in 2020. After her time in San Diego, Ms. Butler began working for various Y Combinator companies including
payroll & benefits platform, Gusto, hiring software, Lever, and mental health start up, Modern Health. Presently, Ms. Butler
works for fintech start-up, Brex.com and has been with the company over the last two years. She built out the entire sales development
organization from scratch and oversaw top of funnel production for the Go To Market Team at Brex.com. Ms. Butler managed the increase
of recurring annual revenue from $20,000,000 to $100,000,000 in just 18 months and her team accounted for 85% of the net new revenue
generated during the period.
We chose Ms. Butler to
serve as a member of our Board of Directors due to her extensive business and finance experience, which makes her a valuable member of
our Board of Directors.
David Rios, Director.
David Rios was appointed to our Board of Directors on July 22, 2021. Mr. Rios is a currently a philanthropist. Prior to turning
to philanthropy approximately ten years ago, Mr. Rios was the founder, Chairman, and Chief Executive Officer of D.F. Rios
Construction, Inc., the largest framing construction company in the state of California, for over 30 years. Mr. Rios was also
President of the California Framers Association and on the Board of Carpenters. Additionally, Mr. Rios sat on the Board of Pan Pacific
Bank where he was instrumental in closing its acquisition by California Bank of Commerce in December 2015.
We chose Mr. Rios
to serve as a member of our Board of Directors due to his extensive business experience, which makes him a valuable member of our Board
of Directors.
Corporate Governance
Code of Conduct and Ethics
Effective as of May 12,
2016, we adopted a Code of Conduct and Ethics that applies to, among other persons, our president or chief executive officer as well as
the individuals performing the functions of our chief financial officer, corporate secretary and controller. As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| ● | honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| ● | full, fair, accurate, timely,
and understandable disclosure in reports and documents that we file with, or submit to regulatory agencies, including the SEC; |
| ● | the prompt internal reporting
of violations of the Code of Conduct and Ethics to an appropriate person or persons identified in the Code of Conduct and Ethics; and |
| ● | accountability for adherence
to the Code of Conduct and Ethics. |
Our Code of Conduct and
Ethics requires, among other things, that all of our personnel be afforded full access to our president or chief executive officer with
respect to any matter which may arise relating to the Code of Conduct and Ethics. Further, all of our personnel are to be afforded full
access to our Board of Directors if any such matter involves an alleged breach of the Code of Conduct and Ethics by our president or chief
executive officer.
In addition, our Code
of Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining
financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether
by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our president or chief executive
officer. If the incident involves an alleged breach of the Code of Conduct and Ethics by our president or chief executive officer, the
incident must be reported to any member of our Board of Directors or use of a confidential and anonymous hotline phone number. Any failure
to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company
policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Conduct and Ethics
by another. Our Code of Conduct and Ethics is available, free of charge, to any stockholder upon written request to our Corporate Secretary
at Innovative Payment Solutions, 56B 5th Street, Lot 1, #AT, Carmel by the
Sea, California, 93921. A copy of our Code of Conduct and Ethics can be found at www.ipsipay.com.
Composition of
the Board
In accordance with our Articles of Incorporation,
our board is to be elected annually as a single class.
Board Committees
We currently do not have
a separate Audit Committee, Nominating, Governance Committee or Compensation Committee. Our full board currently serves as our Audit Committee
and Compensation Committee. Due to the size of our Board of Directors and our company, we believe the structure is sufficient. None of
our directors is considered an “Audit Committee” financial expert. The Audit Committee will review the results and scope of
the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The Compensation
Committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. The
Nominating and Governance Committee will assist our Board of Directors in fulfilling its oversight responsibilities and identify, select
and evaluate our Board of Directors and committees. No final determination has yet been made as to the memberships of the other committees.
We will reimburse all
directors for any expenses incurred in attending directors’ meetings provided that we have the resources to pay these fees. We will
provide officers and directors liability insurance.
Leadership Structure
The chairman of our Board
of Directors, and Chief Executive Officer positions are currently the same person, Mr. Corbett. Our Bylaws do not require our Board of
Directors to separate the roles of chairman and chief executive officer but provides our Board of Directors with the flexibility to determine
whether the two roles should be combined or separated based upon our needs. Our Board of Directors believes the combination
of the chairman and the chief executive officer roles is the appropriate structure for our company at this time. Our Board of Directors
believes the current leadership structure serves as an aid in the Board of Directors’ oversight of management and it provides us
with sound corporate governance practices in the management of our business.
Risk Management
Our Board of Directors
discharges its responsibilities, and assesses the information provided by our management and the independent auditor, in accordance with
its business judgment. Management is responsible for the preparation, presentation, and integrity of the Company’s financial
statements, and management is responsible for conducting business in an ethical and risk mitigating manner where decisions are undertaken
with a culture of ownership. Our Board of Directors oversees management in their duty to manage the risk of our company and
each of our subsidiaries. Our Board of Directors regularly reviews information provided by management as management works to manage risks
in the business. Our Board of Directors intends to establish board committees to assist the full Board of Directors’ oversight by
focusing on risks related to the particular area of concentration of the relevant committee.
Director Independence
Our Board of Directors,
in the exercise of its reasonable business judgment, has determined that David Rios qualifies as independent directors pursuant to Nasdaq
Stock Market Rule 5605(a)(2) and applicable SEC rules and regulations.
Potential Conflicts
of Interest
Since we did not have
an Audit Committee or Compensation Committee comprised of independent directors, the functions that would have been performed by such
committees were performed by our directors. Thus, there was an inherent conflict of interest.
Delinquent Section
16 Reports
Section 16(a) of the
Exchange Act requires our executive officers, directors and persons who beneficially own more than 10 percent of a registered class of
our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock. Such
officers, directors and persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file with
the SEC.
Item 11. Executive Compensation
Summary Compensation
Table
The following table summarizes
all compensation earned in each of the last two fiscal years ended December 31, 2023 and 2022 by our: (i) principal executive officer;
(ii) principal accounting officer and (iii) most highly compensated executive officer other than the principal executive officer who was
serving as an executive officer of our company as of the end of the last completed fiscal year. The tables below reflect the compensation
for the IPSI executive officers who are also named executive officers of the combined company.
Name and principal position | |
Year | | |
Salary | | |
Bonus | | |
Stock awards | | |
Option awards | | |
All other comp. | | |
Total | |
William Corbett, | |
| 2023 | | |
$ | 360,000 | | |
$ | - | | |
$ | - | | |
$ | 266,346 | (b) | |
$ | 15,247 | (c) | |
$ | 641,594 | |
Chairman of the Board and Chief Executive
Officer (1) | |
| 2022 | | |
$ | 360,000 | | |
$ | - | | |
$ | 251,064 | (a) | |
$ | 1,090,201 | (b) | |
$ | 15,632 | (d) | |
$ | 1,716,897 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Richard Rosenblum | |
| 2023 | | |
$ | 216,000 | | |
$ | - | | |
$ | - | | |
$ | 111,510 | (f) | |
$ | 19,034 | (g) | |
$ | 346,548 | |
Chief Financial Officer and President (2) | |
| 2022 | | |
$ | 216,000 | | |
$ | - | | |
$ | 110,000 | (e) | |
$ | 111,510 | (f) | |
$ | 22,645 | (g) | |
$ | 460,155 | |
(1) |
Mr. Corbett was appointed as Chief Executive Officer on August 6, 2019 and appointed as Chairman of the board on February 22, 2021. |
|
|
(2) |
Mr. Rosenblum was appointed as our President and Chief Financial Officer on July 22, 2021. |
|
|
(a) |
Mr. Corbett was granted 683,167 restricted shares of common stock on January 1, 2020, of which all are vested. |
|
|
(b) |
On July 11, 2022, Mr. Corbett was granted a ten year option exercisable for 500,000 shares of common stock at an exercise price of $4.50 per share, of which all vested, in addition, on August 16, 2021, Mr. Corbett was granted an option with a ten-year term exercisable for 666,667 shares of common stock at an exercise price of $4.50 per share, of which 592,594 are vested and the remaining 74,073 vest equally over the next 8 months. |
|
|
(c) |
Consist of $8,059 of health care expenses and $7,188 of car allowance for the benefit of Mr. Corbett. |
|
|
(d) |
Consists of $13,236 of health care expenses and $2,396 of car allowance for the benefit of Mr. Corbett. |
|
|
(e) |
Mr. Rosenblum was granted 2,000,000 restricted shares of common stock on July 11, 2022, all of which are vested. |
|
|
(f) |
Mr. Rosenblum was granted a ten year option exercisable for 333,334 shares of common stock at an exercise price of $4.50 per share on August 31, 2021, of which 296,297 are vested and the remaining 37,037 vest equally over the next 8 months. |
|
|
(g) |
Consists of healthcare reimbursements for the benefit of Mr. Rosenblum. |
Outstanding Equity
Awards at Fiscal Year End
The following table lists
the outstanding equity awards held by our named executive officers at December 31, 2022:
| |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | |
| |
OPTION AWARDS | |
|
STOCK AWARDS | |
Name | |
Number of Securities Underlying Unexercised Options Exercisable* | | |
Number of Securities Underlying Unexercised Options Unexercisable* | | |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options* | | |
Option Exercisable Price* | | |
Option Expiration Date | |
|
Number of Shares or Units of Stock that have Not Vested | | |
Market Value of Shares or Units of Stock that have not Vested | | |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested | | |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested | |
William Corbett | |
| 592,594 | | |
| 74,073 | | |
| - | | |
$ | 4.50 | | |
8/16/2031 | |
|
| - | | |
$ | - | | |
| - | | |
| - | |
| |
| 500,000 | | |
| - | | |
| - | | |
$ | 4.50 | | |
7/11/2032 | |
|
| - | | |
| - | | |
| - | | |
| - | |
Richard Rosenblum | |
| 296,297 | | |
| 37,037 | | |
| - | | |
$ | 4.50 | | |
8/16/2031 | |
|
| - | | |
$ | - | | |
| - | | |
| - | |
Agreements with Named
Executive Officers
William Corbett
The Company entered into
an executive employment agreement with William Corbett effective June 24, 2020 (as amended, the “Corbett Employment Agreement”)
which provided that Mr. Corbett be (i) employed as the Company’s Chief Executive Officer for a term of three (3) years, provide
for a base salary of $12,500 per month, (ii) granted a signing bonus of $25,000, (iii) receive a bonus of up to 50% of his the annual
base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments as may be determined
by the Company’s Board of Directors and (iv) provide for severance in the event of a termination without cause in amount equal to
equal to fifty percent (50%) of his annual base salary rate then in effect, provided that if such termination without cause occurs after
an Acquisition of the Company (as defined in the agreement), Mr. Corbett will be entitled to receive severance in an amount equal to equal
to 100% of his annual base salary rate then in effect.
Further, pursuant to
the Corbett Employment Agreement, the Company granted Mr. Corbett 170,792 shares of the Company’s common stock, which are fully
vested and not subject to forfeiture.
On June 24, 2020, the
Company entered into a restricted stock agreement with Mr. Corbett pursuant to which the Company granted him a restricted stock award
of 512,375 shares of the Company’s common stock, with such shares are subject to forfeiture and which forfeiture restriction lapse
33%, 33% and 34%, respectively, on the first, second and third anniversary of the date of grant.
On June 24, 2020, the
Company entered into an indemnification agreement with Mr. Corbett to indemnify him, in connection with his position of employment with
the Company and in the discharge of his duties and responsibilities to the Company, to the maximum extent allowed under the laws of the
State of Nevada. The Company is not required or obligated to indemnify Mr. Corbett to extent it would violate the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.
On December 14, 2020,
the Company entered into an amendment to the Corbett Employment Agreement whereby the Company agreed to increase Mr. Corbett’s base
salary to $20,000 per month and to pay Mr. Corbett a bonus of $20,000 for the year ended December 31, 2020.
On February 22, 2021,
the Board of Directors of the Company appointed William Corbett, its Chief Executive Officer and Interim Chief Financial Officer, as its
Chairman of the board and issued him a five-year warrant to purchase 666,667 shares of the Company’s common stock at an exercise
price of $7.20. The board also agreed to increase Mr. Corbett’s monthly base salary to $30,000.
On August 16, 2021, the
Company and Mr. Corbett entered into an Executive Employment Agreement that replaced and superseded the previous executive employment
agreement (the “August 2021 Corbett Employment Agreement”). The purpose of the August 2021 Corbett Employment Agreement was
to provide a replacement grant for warrants previously granted to Mr. Corbett under the terms of his previous employment agreement with
the Company. Pursuant to the August 2021 Corbett Employment Agreement, Mr. Corbett would continue to serve as the Company’s Chief
Executive Officer on a full time basis effective as of the date of the August 2021 Corbett Employment Agreement until the close of business
on December 31, 2024. Mr. Corbett’s base salary will be $30,000 per month, which shall be paid in accordance with the Company’s
standard payroll practice for its executives, managers and salaried employees. In addition, the August 2021 Corbett Employment Agreement
provides that: (1) Mr. Corbett will be eligible for a cash bonus as determined by the board to the extent the Company achieves (or exceeds)
annual revenue or other financial performance objectives established by the board, in its sole discretion, from time to time; (2) the
Company will grant to Mr. Corbett options to purchase 666,667 shares of common stock of the Company at a per share exercise
price of $4.50; and (3) a car allowance for Mr. Corbett in the amount of $800 per month. Fifty percent (50%) of the shares subject
to the options shall vest on the grant date and the other 50% of the shares subject to the option shall vest at the rate of 1/36
per month over a three-year period. The options will be exercisable for a period of ten years after the date of grant and the Company
shall provide for cashless exercise of the option. The options are being granted pursuant to the Company’s 2021 Stock Incentive
Plan.
In addition, the Company
and Mr. Corbett entered into an Indemnification Agreement on August 16, 2021 (the “August 2021 Corbett Indemnification Agreement”),
pursuant to which the Company agreed to indemnify Mr. Corbett to indemnify Indemnitee to the fullest extent permitted by or under the
Nevada Corporation Law in respect of claims, including third-party claims and derivative claims and provides for advancement of expenses.
The August 2021 Corbett Indemnification Agreement amends the indemnification agreement in effect prior to entering into the August 2021
Corbett Indemnification Agreement to provide that unless Company shall pay Mr. Corbett’s attorneys’ fees and costs, including
the compensation and expenses of any arbitrator, unless the arbitrator or the court determines that (a) Company has no liability in such
dispute, or (b) the action or claims by Executive are frivolous in nature. In any other case or matter, the Company and Mr. Corbett shall
each bear its or his own attorney fees and costs.
Richard Rosenblum
On July 22, 2021, the
Company appointed Richard Rosenblum as President and Chief Financial Officer of the Company. In addition, Mr. Rosenblum was elected to
the Board of Directors of the Company to serve until the Company’s next annual meeting of shareholders.
On July 27, 2021, the
Company and Mr. Rosenblum entered into an Executive Employment Agreement (the “Employment Agreement”), pursuant to which Mr.
Rosenblum will serve as the Company’s President and Chief Financial Officer on a full time basis effective as of July 1. The effectiveness
of the Employment Agreement is subject to the approval of the Employment Agreement by the board, unless earlier terminated as provided
in the Employment Agreement. The term of the Employment Agreement is until December 31, 2024. Mr. Rosenblum’s base salary will be
$18,000 per month. In addition, the Employment Agreement provides that: (1) Mr. Rosenblum will be eligible for a cash bonus as determined
by the board to the extent the Company achieves (or exceeds) annual revenue or other financial performance objectives established by the
board, in its sole discretion, from time to time; and (2) the Company will grant to Mr. Rosenblum options to purchase 333,334 shares of
common stock of the Company at a per share exercise price equal to the fair market value of the Company’s common stock, as reflected
in the closing price of the Company’s common shares on the OTC exchange or, in the event the stock is up listed, on the NASDAQ exchange,
on the date of grant (the “Options”)”. Fifty percent (50%) of the shares subject to the Options shall vest on the grant
date and the other 50% of the shares subject to the Option shall vest at the rate of 1/36 per month over a three-year period. The Options
will be exercisable for a period of ten (10) years after the date of grant and the Company shall provide for cashless exercise of the
Option by Executive. The Options are being granted pursuant to the Company’s 2021 Stock Incentive Plan.
If Mr. Rosenblum’s
employment with Company is terminated at any time during the term of the Employment Agreement other than for Cause (as defined in the
Employment Agreement), or due to voluntary termination, retirement, death or disability, then Mr. Rosenblum shall be entitled to severance
equal to fifty percent (50%) of his annual base salary rate in effect as of the date of termination. If Mr. Rosenblum’s employment
with Company is terminated at any time during the term of the Employment Agreement other than for Cause (as defined in the Employment
Agreement), or due to voluntary termination, retirement, death or disability, within 12 months following an Acquisition (as defined in
the Employment Agreement), then Mr. Rosenblum shall be entitled to severance equal to 100% of his annual base salary rate in effect
as of the date of termination. Severance payments shall be subject to execution and delivery of a general release in favor of the Company.
On August 16, 2021, the
Company entered into an amendment to the Rosenblum Executive Employment Agreement (the “First Amendment”) with Mr. Rosenblum.
Under the terms of the Executive Employment Agreement, the Company had agreed to grant to Mr. Rosenblum an option to purchase 333,334
common shares of Company Stock at a per share exercise price equal to the fair market value of the Company’s common stock, as reflected
in the closing price of the Company’s common shares on the OTC exchange or, in the event the stock is uplisted, on the NASDAQ exchange,
on the date of grant (the “Option”).” The First Amendment provided that the Option was granted on August 31, 2021 at
an exercise price of $4.50.
In addition, the Company
and Mr. Rosenblum entered into an Indemnification Agreement, pursuant to which the Company agreed to indemnify Mr. Rosenblum to indemnify
Indemnitee to the fullest extent permitted by or under the Nevada Corporation Law in respect of claims, including third-party claims and
derivative claims and provides for advancement of expenses.
Director Compensation
Board of Directors
Compensation
The executive directors
were not paid any fees for their service as directors; however, each of Messrs. Rosenblum and Corbett received compensation for service
as officers of Innovative Payment Solutions, Inc.
The following table sets
forth information for the fiscal year ended December 31, 2023 regarding the compensation of our directors who on December 31, 2023 were
not also our named executive officers.
Name | |
Fees Earned or Paid in Cash | | |
Option Awards | | |
Other | | |
Total | |
Clifford Henry(1)(2) | |
$ | 16,500 | | |
$ | - | | |
$ | - | | |
$ | 16,500 | |
Madisson Butler (2) | |
| 18,000 | | |
| - | | |
| - | | |
| 18,000 | |
David Rios(2) | |
$ | 18,000 | | |
$ | - | | |
$ | - | | |
$ | 18,000 | |
(1) |
Mr. Henry voluntary elected not to stand for re-election at the company’s annual general meeting, his tenure as a director ended on the date of the annual general meeting, November 30, 2023. |
|
|
(2) |
As of December 31, 2023, the following table sets forth the number of aggregate outstanding stock awards held by each of our directors who were not also named executive officers: |
| |
Aggregate | |
| |
Number of | |
Name | |
Stock Awards | |
Madisson Butler (1) | |
| 73,334 | |
David Rios(2) | |
| 40,000 | |
(1) |
On July 22, 2021, the Company granted Ms. Butler,
a director of the Company, 66,667 shares of restricted common stock pursuant to the terms of the 2021 Stock Incentive Plan, which was
approved by the Board of Directors in August 2021, subject to approval of the 2021 Plan by the shareholders, which approval was obtained
at the annual general meeting held on October 22, 2021.
On September 13, 2022, the Company granted Ms.
Butler, a director of the Company, an option to purchase 6,667 shares of the Company’s common stock at an exercise price of $1.20
per share. |
|
|
(2) |
On July 22, 2021, the Company granted Mr. Rios,
a director of the Company, 33,333 shares of restricted common stock pursuant to the terms of the 2021 Stock Incentive Plan, which was
approved by the Board of Directors in August 2021, subject to approval of the 2021 Plan by the shareholders, which approval was obtained
at the annual general meeting held on October 22, 2021.
On September 13, 2022, the Company granted Mr.
Rios, a director of the Company, an option to purchase 6,667 shares of the Company’s common stock at an exercise price of $1.20
per share. |
Each director is reimbursed
for travel and other out-of-pocket expenses incurred in attending board of director and committee meetings.
Equity Compensation
Plan Information
The purpose of our equity
incentive plans is to promote the interests of our company and our stockholders by providing directors, officers, employees and consultants
of our company with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of our company,
to acquire a proprietary interest in our long-term success and to reward the performance of individuals in fulfilling long-term corporate
objectives.
On June 18, 2018,
we established our 2018 Stock Incentive Plan (the “Plan”). The Plan terminates after a period of ten years in June 2028.
The Plan is administered by our board of directors, or a committee appointed by our board of directors who have the authority to administer
the Plan and to exercise all the powers and authorities specifically granted to it under the Plan.
The maximum number of
securities available under the Plan is 26,667 shares of Common Stock. The maximum number of shares of Common Stock awarded to any
individual during any fiscal year may not exceed 3,333 shares of Common Stock.
On October 22, 2021,
our board of directors and stockholders established our 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan terminates
after a period of ten years in August 2031.
The maximum number of
securities available under the 2021 Plan is 1,766,667 shares of Common Stock.
Under the 2021 Plan,
we may award the following: (i) non-qualified stock options; (ii)) incentive stock options; (iii) stock appreciation rights;
(iv) restricted stock; (v) restricted stock unit; and (vi) other stock-based awards.
The following table shows
the information regarding our equity incentive plans as of December 31, 2023:
Plan Category | |
Number of securities to be issued upon exercise of outstanding options | | |
Weighted-
average exercise
price of
outstanding options | | |
Number of securities remaining available for future
issuance under equity compensation plans
(excluding securities reflected in column (a)) | |
| |
(a) | | |
(b) | | |
(c) | |
Equity compensation plans approved by security holders | |
| | |
| | |
| |
2018 Equity Incentive Plan | |
| — | | |
$ | — | | |
| 26,667 | |
2021 Equity Incentive Plan | |
| 1,520,002 | | |
| 4.46 | | |
| 246,665 | |
Equity compensation plans not approved by security holders | |
| — | | |
| — | | |
| — | |
Total | |
| 1,520,002 | | |
$ | 4.46 | | |
| 273,332 | |
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
The following table sets
forth certain information with respect to the beneficial ownership of our common stock as of March 29, 2024 for:
| ● | each of our directors and nominees
for director; |
| ● | each of our named executive
officers; |
| ● | all of our current directors
and executive officers as a group; and |
| ● | each person, entity or group,
who beneficially owned more than 5% of each of our classes of securities. |
We have based our calculations
of the percentage of beneficial ownership on 13,819,889 shares of our common stock on March 29, 2024. We have deemed shares of our
common stock subject to options and warrants that are currently exercisable within sixty (60) days of March 29, 2024, to be outstanding
and to be beneficially owned by the person holding the warrant or restricted stock unit for the purpose of computing the percentage ownership
of that person. We did not deem these, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise
indicated, the principal business address for each of the individuals and entities listed below is 56B 5th Street, Lot
1 #AT, Carmel by the Sea, CA 93921.
We have not deemed shares
of common stock to be outstanding for variable priced convertible notes for the purposes of calculating beneficial ownership.
The information provided in the table is based
on our records, information filed with the SEC, and information provided to us, except where otherwise noted.
Name of Beneficial Owner | |
Amount and Nature of
Beneficial Ownership
Common Stock
Included* | | |
Percentage of
Common Stock
Beneficially
Owned | |
William Corbett (Chief Executive Officer) | |
| 1,822,057 | (1) | |
| 12.2 | % |
Richard Rosenblum (President and Chief Financial Officer) | |
| 319,445 | (2) | |
| 3.2 | % |
Madisson Butler (Director) | |
| 73,334 | (3) | |
| ** | |
David Rios (Director) | |
| 40,001 | (4) | |
| ** | |
All officers and directors as a group (4 persons) | |
| 2,388,171 | | |
| 15.6 | % |
* | Excludes any shares deemed
to be outstanding on variable priced convertible securities. |
(1) |
Includes (i) 683,167 restricted shares of common stock. (ii) a ten year option granted to Mr. Corbett on August 16, 2021 exercisable for 666,667 shares of common stock, of which 638,889 are vested (inclusive of 18,518 options which vest within sixty days of March 31, 2024) and a further 28,778 are subject to vesting on a monthly basis through August 16, 2024, and (iii) a ten year option granted to Mr. Corbett on July 11, 2022 exercisable for 500,000 shares of common stock at an exercise price of $4.50, all of which are vested. |
(2) |
Consists of 133,334 shares of restricted common stock and options exercisable for 333,334 shares of common stock of which 319,445 are vested (inclusive of 9,259 options which vest within sixty days of March 31, 2024) and a further 13,889 are subject to vesting on a monthly basis through August 16, 2024. |
(3) |
Consists of 66,667 shares of restricted common stock and a ten year option granted to Ms. Butler on September 15, 2022 exercisable for 6,667 shares of common stock at an exercise price of $1.20, all of which are vested. |
(4) |
Consists of 33,334 shares of restricted common stock and a ten year option granted to Mr. Rios on September 15, 2022 exercisable for 6.667 shares of common stock at an exercise price of $1.20, all of which are vested. |
Item 13. Certain Relationships and Related
Transactions, and Director Independence
Transactions with Related Persons
The following includes
a summary of any transaction occurring during the year ended December 31, 2022 for us and our subsidiaries or any proposed transaction,
in which we and our subsidiaries were or are to be a participant and the amount involved exceeded or exceeds 1% of the average of our
total assets for at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect
material interest (other than compensation described under “Executive Compensation” above). We believe the terms obtained
or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in arm’s-length transactions:
William
Corbett
On July
11, 2022, the Company granted Mr. Corbett ten-year options exercisable for 500,000 shares of Common Stock at an exercise price
of $4.50 per share.
On June
21, 2023, Mr. Corbett advanced the company $50,000 to cover certain working capital expenses, the advance is short term in nature,
bears no interest and has no fixed repayment terms. This advance was repaid on December 4, 2023.
Clifford
Henry
On September
13, 2022, the Company granted Mr. Henry, immediately vesting, ten-year options exercisable for 6,667 shares of Common Stock
at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.
Mr. Henry
voluntary elected not to stand for re-election at the company’s annual general meeting, his tenure as a director ended on the date
of the Company’s annual general meeting, dated November 30, 2023.
Madisson
Butler
On September
13, 2022, the Company granted Ms. Butler (formerly known as Madisson Corbett), immediately vesting, ten-year options exercisable for 6,667 shares
of Common Stock at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.
David
Rios
On September
13, 2022, the Company granted Mr. Rios, immediately vesting, ten-year options exercisable for 6,667 shares of Common Stock
at an exercise price of $1.20 per share, valued at $7,993 using a Black Scholes valuation model.
Richard
Rosenblum
On July
11, 2022, the Company granted Mr. Rosenblum 66,667 restricted shares of Common Stock valued at $110,000, all of which are vested.
Item 14. Principal
Accountant Fees and Services
RBSM LLP serves as our independent registered
public accounting firm.
The following table sets forth the aggregate
fees including expenses billed to us for the years ended December 31, 2023 and 2022 by our auditors:
| |
Year Ended December 31, | | |
Year Ended December 31, | |
| |
2023 | | |
2022 | |
Audit fees and expenses | |
$ | 81,000 | | |
$ | 130,500 | |
Taxation preparation fees | |
| - | | |
| 10,000 | |
Audit related fees | |
| 15,000 | | |
| - | |
Other fees | |
| - | | |
| - | |
| |
$ | 96,000 | | |
$ | 140,500 | |
(1) | Audit fees and expenses were
for professional services rendered for the audit and reviews of the consolidated financial statements of the Company, professional services
rendered for issuance of consents and assistance with review of documents filed with the SEC. |
Audit Committee’s Pre-Approval Practice
Prior to our engagement
of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include
audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant
our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding
the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed
to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and
other fees incurred by us for the year ended December 31, 2023, were approved by our board of directors.
PART IV
Item 15. Exhibits and Financial Statement
Schedules and Reports on Form 10-K
(a)(2) |
All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes. |
|
|
(a)(3) |
The following exhibits are either filed as part of this report or are incorporated herein by reference: |
EXHIBIT INDEX
Exhibit No. |
|
Description |
2.1 |
|
Agreement and Plan of Merger, dated as of May 12, 2016, by and among Asiya Pearls, Inc., QPAGOS Merge, Inc. and Qpagos Corporation (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on May 13, 2016) |
3.1 |
|
Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-192877) filed with the Securities and Exchange Commission on December 16, 2013) |
3.2 |
|
Bylaws (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on May 13, 2016) |
3.3 |
|
Certificate of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on June 2, 2016) |
3.4 |
|
Certificate of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 6, 2018) |
3.5 |
|
Certificate of Amendment to the Articles of Incorporation of the Registrant (Name Change) (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on November 4, 2019) |
3.6 |
|
Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation of the Company, dated August 24, 2023, to effect a 1-for-30 reverse stock split (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on August 30, 2023) |
4.1# |
|
2018 Stock Incentive Plan (Incorporated by reference to Exhibit B to the Definitive Information Statement on Schedule 14C (File No. 000-55648) filed with the Securities and Exchange Commission on May 14, 2018) |
4.2# |
|
2021 Stock Incentive Plan (Incorporated by reference to Appendix C to the Definitive Information Statement on Schedule 14A (File No. 000-55648) filed with the Securities and Exchange Commission on September 15, 2021) |
4.3 |
|
Warrant issued to Pinz Capital Special Opportunities Fund, LP., dated August 5, 2020 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on August 6, 2020) |
4.4 |
|
Form of Warrant (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 3, 2021) |
4.5 |
|
Form of Original Issue Discount 12.5% Convertible Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021) |
4.6 |
|
Form of Warrant Agreement, dated February 16, 2021 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021) |
4.7 |
|
Warrant Agreement, dated February 22, 2021, issued to William D. Corbett (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 26, 2021) |
4.8 |
|
Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 15, 2021) |
4.9 |
|
Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 15, 2021) |
4.10 |
|
Description of Securities (Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 31, 2022) |
4.11 |
|
Extension with Cavalry Fund I LP, dated February 3, 2022 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 8, 2022). |
4.12 |
|
Extension with Mercer Street Global Opportunity Fund, LLC, dated February 3, 2022. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 8, 2022) |
4.13 |
|
Extension Letter Agreement with Cavalry Fund I LP, dated August 30, 2022. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on September 2, 2022) |
4.14 |
|
Extension Letter Agreement with Mercer Street Global Opportunity Fund, LLC, dated August 30, 2022 (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on September 2, 2022). |
4.15 |
|
Promissory Note (Warrant Exchange), dated December 30, 2022, by the Company in favor of Cavalry Fund I LP. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023) |
4.16 |
|
Promissory Note (Warrant Exchange) for Mercer Street Global Opportunity Fund, LLC. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023) |
4.17 |
|
Form of Convertible Promissory Note relating to February 2023 private placement (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2023) |
4.18 |
|
Form of Warrant relating to February 2023 private placement (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2023) |
4.19 |
|
Form of Convertible Promissory Note relating to 2023 note financings (Incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q (File No. 000-55648) filed with the Securities and Exchange Commission on August 14, 2023) |
4.20 |
|
Form of Warrant relating to 2023 note financings (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 000-55648) filed with the Securities and Exchange Commission on August 14, 2023) |
10.1# |
|
Executive Employment Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K (File No. 000-55648) filed with the Securities and Exchange Commission on June 29, 2020) |
10.2# |
|
Restricted Stock Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on June 29, 2020) |
10.3# |
|
Indemnification Agreement between Innovative Payment Solutions, Inc. and William Corbett, effective June 24, 2020 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on June 29, 2020) |
10.4# |
|
Amendment, dated December 14, 2020, to the Executive Employment Agreement between Innovative Payment Solutions, Inc. and William Corbett (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on December 16, 2020) |
10.5# |
|
Executive Employment Agreement between Innovative Payment Solutions, Inc. and Richard Rosenblum, effective July 27, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K (File No. 000-55648) filed with the Securities and Exchange Commission on July 28, 2021) |
10.6# |
|
Executive Employment Agreement between Innovative Payment Solutions, Inc. and Richard Rosenblum, First Amendment, effective August 16, 2021 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8- K (File No. 000-55648) filed with the Securities and Exchange Commission on August 20, 2021) |
10.7# |
|
Indemnification Agreement between Innovative Payment Solutions, Inc. and Richard Rosenblum, effective August 20, 2021 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on August 20, 2021) |
10.8 |
|
Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 3, 2021) |
10.9 |
|
Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 3, 2021) |
10.10 |
|
Form of Securities Purchase Agreement, dated February 16, 2021 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021) |
10.11 |
|
Form of Registration Rights Agreement, dated February 16, 2021 (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on February 17, 2021) |
10.12 |
|
Note Amendment, dated December 30, 2022, between the Company and Cavalry Fund I LLP (Incorporated by reference to Exhibit10.1 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023). |
10.13 |
|
Note Amendment, dated December 30, 2022, between the Company and Mercer Street Global Opportunity Fund, L.L.C. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55648) filed with the Securities and Exchange Commission on January 5, 2023) |
14.1 |
|
Code of Ethics (Incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K (File No. 333-192877) filed with the Securities and Exchange Commission on May 13, 2016) |
21 |
|
List of Subsidiaries (Incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K (File No. 000-55648) filed with the Securities and Exchange Commission on March 31, 2021) |
31.1* |
|
Certification of William Corbett, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) |
31.2* |
|
Certification of Richard Rosenblum, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) |
32.1* |
|
Certification of William Corbett, Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 |
32.2* |
|
Certification of Richard Rosenblum, Chief Financial pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 |
99.1 |
|
Assignment and Transfer Agreement by and between Pinz Capital Special Opportunities Fund, L.P. and Cavalry Fund I LP, dated October 20, 2020 (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 (File No. 333-250132) filed with the Securities and Exchange Commission on November 16, 2020) |
101.INS* |
|
Inline XBRL Instance Document |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Inline Cover Page Interaction Data File (embedded within the Inline XBLR document) |
* |
Filed herewith. |
# |
Indicates management contract or compensatory plan |
Item 16. Form 10-K Summary
Not applicable
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned.
Innovative
Payment Solutions, Inc.
Date: March 29, 2024 |
By: |
/s/ William Corbett |
|
|
William Corbett |
|
|
Chief Executive Officer and Chairman |
|
|
|
Date: March 29, 2024 |
By: |
/s/ Richard Rosenblum |
|
|
Richard Rosenblum |
|
|
Chief Financial Officer, President and Director |
Pursuant to the requirements
of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Person |
|
Capacity |
|
Date |
|
|
|
|
|
/s/ William Corbett |
|
Chief Executive Officer and Chairman |
|
March 29, 2024 |
William Corbett |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Richard Rosenblum |
|
Chief Financial Officer, President and Director |
|
March 29, 2024 |
Nathen Fuentes, CPA |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Madisson Butler |
|
Director |
|
March 29, 2024 |
Madisson Butler |
|
|
|
|
|
|
|
|
|
/s/ David Rios |
|
Director |
|
March 29, 2024 |
David Rios |
|
|
|
|
|
|
|
|
|
43
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In connection with the Annual Report of Innovative
Payment Solutions, Inc. (the “Registrant”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, William Corbett, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
In connection with the Annual Report of Innovative
Payment Solutions, Inc. (the “Registrant”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Richard Rosenblum, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: