INNOVATIVE PAYMENT SOLUTIONS, INC. Item 1.01 Entry into a Material Definitive Agreement
Between
? Convertible Notes Promissory (the "Notes" and each a "Note"); and
? five-year warrants (the "Warrants" and each a "Warrant") to purchase an
aggregate 36,956,521 shares of the Company's common stock (the "Common Stock")
at an exercise price of
combinations, dilutive issuances and similar events).
The transactions contemplated the Securities Purchase Agreement initially closed
on
The Notes mature in 12 months, bears interest at a rate of 8% per annum, and are
convertible into shares of Common Stock at a conversion price of
The 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 Warrants for public resale.
The Notes and the Warrants contain conversion limitations providing that a holder thereof may not convert the Notes or exercise the Warrants to the extent (but only 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.
The principal amount and accrued interest under the Notes will become due and payment upon the occurrence of uncured customary events of default
The Notes and Warrants described herein were sold pursuant to an exemption from
the registration requirements under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D
promulgated thereunder. The Investors are accredited investors who have
purchased the securities as an investment in a private placement that did not
involve a general solicitation. The Common Stock to be issued upon conversion of
the Notes and exercise of the Warrants have not been registered under the
Securities Act and may not be offered or sold in
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities.
The foregoing description of the Securities Purchase Agreement, the Notes and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of such documents which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, each of which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.
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Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report:
Exhibit No. Exhibits
4.1 Form of Convertible Promissory Note
4.2 Form of Warrant
10.1 Form of Securities Purchase Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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