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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): September 6, 2023 (September 5, 2023)
Innovative Payment Solutions, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other jurisdiction of incorporation)
000-55648 |
|
33-1230229 |
(Commission File Number) |
|
(IRS Employer
Identification No.) |
56B 5th Street, Lot 1, #AT
Carmel by the Sea, CA 93921
(Address
of principal executive offices)
(866)
477-4729
(Registrant’s
telephone number, including area code)
n/a
(Former
Name and Former Address)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
On
September 9, 2021, Frictionless Financial Technologies, Inc. (“Frictionless”) and Innovative Payment Solutions, Inc.
(the “Company”) entered into a SAAS Cloud Hosted Services Enablement Master Services Agreement (collectively with
any other written or oral agreement ever entered into between Frictionless and IPSI related to the services provided by FFT to IPSI as
described in this paragraph, the “SAAS Agreement”), pursuant to which Frictionless has provided certain information
technology, supplier access, billing and rating technology, mobile wallet/debit card enablement, back-office support services, customer
service, and consulting services to the Company related to the Company’s IPSIPay® mobile application (“IPSIPay”).
On
September 5, 2023 (the “Effective Date”), the Company, Frictionless and Endpoint Technologies, LLC (“Endpoint”)
entered into a Novation Agreement (the “Novation Agreement”) containing the following material terms:
| 1. | The
Company transferred and assigned to Endpoint all its rights, liabilities and obligations
under the SAAS Agreement, including all IPSIPay customers and e-wallets and all debts owed
to Frictionless in the amount of $324,543.78, effective as of the Effective Date, and Endpoint
assumed and agreed to fulfill and discharge all such debts, liabilities and obligations in
accordance with the terms of the SAAS Agreement. |
| 2. | The
Company and Frictionless agreed that they shall have no further obligations or responsibilities
to each other under the SAAS Agreement after the Effective Date, other than as provided for
in the Novation Agreement. |
| 3. | The
Company and Frictionless agreed that Frictionless will continue its services under the SAAS
Agreement with respect to existing IPSIPay clients and users during the Transition Period
(as defined below), provided that no new clients of IPSIPay platform will be onboarded under
the IPSIPay brand starting September 6, 2023. All existing clients will become Endpoint clients,
after notification by Endpoint, and a brand change will occur on October 5, 2023. |
|
4. |
The Company agreed to assist for a period of thirty (30) days from the Effective Date in transferring all accounts related to the IPSIPay wallet services to Endpoint, starting as of the Effective Date (such 30-day period, ending October 5, 2023, the “Transition Period”). |
| 5. | By
the conclusion of the Transition Period, Endpoint will no longer be permitted to operate
the IPSIPay app under the brand “IPSIPay” and shall have completed the rebranding
of IPSIPay to a different name and brand. Frictionless and Endpoint each acknowledged and
agreed that “IPSIPay” is a registered trademark of and owned exclusively by the
Company and neither Frictionless nor Endpoint shall have the right to utilize the name IPSIPay
or any derivative of such name from and after the Effective Date, except during the Transition
Period as expressly provided for in the Novation. |
The
above summary of the Novation Agreement is qualified in its entirety by reference to the complete text of the Novation Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
The
following exhibits are filed herewith:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
INNOVATIVE PAYMENT SOLUTIONS, INC. |
Dated: September 6, 2023 |
|
|
By: |
/s/
William D. Corbett |
|
Name: |
William D. Corbett |
|
Title: |
Chief Executive Officer |
3
Exhibit 10.1
Novation Agreement
This Novation Agreement (“Agreement”)
is entered into on this 5th day of September, 2023 (the “Effective Date”) by and among:
Endpoint Technologies, LLC, a limited liability
company organized and existing under the laws of Delaware, with its principal office located at 651 N. Broad Street, Ste 205, #4771, Middleton,
DE 19709 (“Endpoint”);
Innovative Payments Solutions, Inc, is a corporation
organized and existing under the laws of Nevada, with its principal office located at 56B 5th Ave, Lot 1 #AT, Carmel by the
Sea, CA, 93921 (“IPSI”);
Frictionless Financial Technologies Inc, a corporation
organized and existing under the laws of Massachusetts, with its principal office located at 50 Milk St. 16th Floor, Boston,
MA 02109 (“FFT”).
Endpoint, IPSI and FFT being collectively referred
to herein as the “Parties.”
Background:
Whereas, FFT and IPSI are parties to that certain
SAAS Cloud Hosted Services Enablement Master Services Agreement, dated September 9, 2021 (collectively with any other written or oral
agreement ever entered into between FFT and IPSI related to the services provided by FFT to IPSI as described in this paragraph, the “SAAS
Agreement”), pursuant to which FFT has provided certain information technology, supplier access, billing and rating technology,
mobile wallet/debit card enablement, back-office support services, customer service, and consulting services to IPSI related to IPSI’s
IPSIPay® mobile application (“IPSIPay”);
Whereas, IPSI has certain outstanding debts and
obligations to FFT pursuant to the SAAS Agreement;
Whereas, Endpoint desires to assume and take over
all of IPSI debts, clients, and services to FFT and assume all rights and responsibilities of IPSI under the SAAS Agreement; and
Whereas, in light of the foregoing, the Parties
intend to novate the SAAS Agreement from IPSI to Endpoint on and subject to the terms set forth herein.
Article 1: Novation of Debt
1.1 IPSI hereby transfers and assigns to Endpoint
all its debts owed to FTT, which is $324,543.78, in addition to its liabilities and obligations owed to FFT under the SAAS Agreement,
effective as of the Effective Date. Endpoint hereby assumes and agrees to fulfill and discharge all such debts, liabilities and obligations
in accordance with the terms of the SAAS Agreement.
1.2 IPSI and FFT hereby agree that FFT will continue
its services under the SAAS Agreement with respect to existing IPSIPay clients and users during the Transition Period (as defined below),
provided that NO new clients of IPSIPay platform will be onboarded under the IPSIPay brand starting September 6, 2023. All existing clients
will become Endpoint clients, after notification by Endpoint, that a brand change will occur on October 5, 2023.
1.3 IPSI hereby will assist for a period of 30
days from the Effective Date in transferring all accounts related to the IPSIPay wallet services to Endpoint, starting as of the Effective
Date (such 30 day period, ending October 5, 2023, the “Transition Period”).
1.4 FFT hereby releases IPSI from all its obligations,
debts, and liabilities under the SAAS Agreement as of the Effective Date. FFT further consents to Endpoint assuming such obligations and
agrees to treat Endpoint as the new debtor and operator under the SAAS Agreement. IPSI and FFT shall have no further obligations or responsibilities
to each other under the SAAS Agreement after the Effective Date, other than as provided for in this Agreement.
1.5 IPSI and FFT hereby agree to fully indemnify
and hold each other harmless from any damages, claims, or expenses incurred by the other party as a result of actions or inactions taken
or not taken by them under the SAAS Agreement.
1.6 By the conclusion of the Transition Period,
Endpoint will no longer be permitted to operate the IPSIPay app under the brand “IPSIPay” and shall have completed the rebranding
of IPSIPay to a different name and brand. FFT and Endpoint each acknowledge and agree that “IPSIPay” is a registered trademark
of and owned exclusively by IPSI and neither FFT nor Endpoint shall have the right to utilize the name IPSIPay or any derivative of such
name from and after the Effective Date, except during the Transition Period as expressly provided for herein.
1.7 IPSI has heretofore made a deposit of $10,000
to FFT which FFT will return back to IPSI as of the Effective Date, and Endpoint agrees to pay FFT as a deposit payment of $10,000 as
of the Effective Date towards future work under the SAAS Agreement.
1.8 IPSI may consult with FFT on the creation
of new versions of IPSIPay and the scope of work will be embodied in a new agreement with FFT resulting in the creation of version 2.0
of the software, if both parties agree.
Article 2: Novation of SAAS Agreement
2.1 IPSI hereby transfers and assigns to Endpoint
all its rights, duties, and responsibilities under the SAAS Agreement, effective as of the Effective Date. Endpoint hereby assumes and
agrees to perform all the obligations and responsibilities to FFT as outlined in the SAAS Agreement.
2.2 FFT hereby acknowledges and agrees to release
IPSI from all its rights, duties, and responsibilities under the SAAS Agreement as of the Effective Date. FFT further consents to Endpoint
becoming the new party to the SAAS Agreement and agrees to treat Endpoint as the new subscriber and operator under what was known as the
IPSI Pay SAAS Agreement. IPSI will have no further rights related to any SAAS Agreement or product or service provided by FFT. All products
and services, included and excluded from the SAAS Agreement, will belong to Endpoint.
Article 3: General Provisions:
3.1 This Agreement constitutes the entire understanding
between the Parties and supersedes all prior agreements, representations, and understandings, whether written or oral.
3.2 This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
3.3 This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware. Any disputes arising out of or in connection with this Agreement shall be subject
to the exclusive jurisdiction of the state or federal courts located in Boston, Massachusetts.
IN WITNESS WHEREOF, the Parties
hereto have executed this Novation Agreement as of the Effective Date.
Endpoint Technologies, LLC |
|
Innovation Payment Solutions, Inc: |
|
|
|
|
|
By: |
/s/ John E. Strobeck |
|
By: |
/s/ William Corbett |
Name: |
John E. Strobeck |
|
Name: |
William Corbett |
Title: |
CEO |
|
Title: |
CEO |
Date: |
09-05-2023 |
|
Date: |
09-05-2023 |
Frictionless Financial Technologies Inc: |
|
|
|
|
By: |
/s/ Sarmad Harake |
|
Name: |
Sarmad Harake |
|
Title: |
CEO |
|
Date: |
09-05-2023 |
|
3
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