UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly
period ended March 31, 2024
☐ 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 Avenue, Lot 1 #AT, Carmel By The Sea, CA | | 93921 |
(Address of Principal Executive Office) | | (Zip Code) |
(866) 477-4729 |
(Registrant’s telephone number, including area code) |
n/a |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered
pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (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 and posted pursuant to Rule 405
of Regulation S-T (§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 definition 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 13, 2024, there were 13,819,889 shares of the Company’s
Common Stock issued and outstanding.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Form 10-Q
For the Quarter Ended
March 31, 2024
Index
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” (as defined in Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) that reflect our current expectations and views of future events. The forward-looking
statements are contained principally in the section of this Report entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” 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 this Report and in the “Risk Factors” section
of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 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,” “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; |
|
● |
acceptance by the marketplace of our products and services, notably IPSIPay Express; |
|
● |
our ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; |
|
● |
the viability of our current intellectual property and intellectual property created in the future; |
|
● |
our ability to comply with currently applicable laws and government regulations and those that may be applicable in the future; |
|
● |
our ability to retain key employees and third-party service providers; |
|
● |
adverse changes in general market conditions for payment solutions such as IPSIPay Express and other products and services we offer; |
|
● |
our ability to generate cash flow and profitability and continue as a going concern; |
|
● |
our future financing plans and ability to repay outstanding indebtedness; and |
|
● |
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 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 “Management’s
Discussion and Analysis of Financial Condition and Results of Operation,” section contain in this Report and in the “Business,”
“Risk Factors” and other sections of the 2023 Form 10-K. You should thoroughly read this Report and the documents that we
refer to 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 Report relate only to events
or information as of the date of this Report. 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. You should read this Report completely and with the understanding that our actual future
results may be materially different from what we expect.
PART I - FINANCIAL
INFORMATION
Item 1. Financial Statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Condensed Consolidated
Balance Sheets
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets | |
(Unaudited) | | |
| |
| |
| | |
| |
Current Assets | |
| | |
| |
Cash | |
$ | 6,875 | | |
$ | 50,433 | |
Other current assets | |
| 12,597 | | |
| 38,818 | |
Total Current Assets | |
| 19,472 | | |
| 89,251 | |
| |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Plant and equipment | |
| 6,484 | | |
| 7,027 | |
Notes receivable | |
| 161,615 | | |
| - | |
Security deposit | |
| 5,000 | | |
| 5,000 | |
Equity method investment | |
| 703,954 | | |
| 703,938 | |
Total Non-Current Assets | |
| 877,053 | | |
| 715,965 | |
Total Assets | |
$ | 896,525 | | |
$ | 805,216 | |
| |
| | | |
| | |
Liabilities and Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 2,307,053 | | |
$ | 2,023,375 | |
Federal relief loans – current portion | |
| 9,309 | | |
| 9,369 | |
Notes payable | |
| 1,086,374 | | |
| 1,062,007 | |
Convertible debt, net of unamortized discount of $432,702 and $687,503, respectively | |
| 4,393,479 | | |
| 3,704,280 | |
Derivative liability | |
| 618,255 | | |
| 1,434,196 | |
Total Current Liabilities | |
| 8,414,470 | | |
| 8,233,227 | |
| |
| | | |
| | |
Non-Current Liabilities | |
| | | |
| | |
Federal relief loans | |
| 150,000 | | |
| 150,000 | |
Total Non-Current Liabilities | |
| 150,000 | | |
| 150,000 | |
| |
| | | |
| | |
Total Liabilities | |
| 8,564,470 | | |
| 8,383,227 | |
| |
| | | |
| | |
Equity (Deficit) | |
| | | |
| | |
Preferred stock, $0.0001 par value, 25,000,000 shares authorized, and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023. | |
| - | | |
| - | |
Common stock, $0.0001 par value; 750,000,000 shares authorized, 13,819,889 issued and outstanding as of March 31, 2024 and December 31, 2023. | |
| 1,382 | | |
| 1,382 | |
Additional paid-in-capital | |
| 50,897,756 | | |
| 50,656,225 | |
Accumulated deficit | |
| (58,567,083 | ) | |
| (58,235,618 | ) |
Total Equity (Deficit) | |
| (7,667,945 | ) | |
| (7,578,011 | ) |
Total Liabilities and Equity (Deficit) | |
$ | 896,525 | | |
$ | 805,216 | |
See accompanying notes
to the unaudited condensed consolidated financial statements.
INNOVATIVE PAYMENT SOLUTIONS, INC.
Condensed Consolidated
Statements of Operations
(Unaudited)
| |
Three months ended | | |
Three months ended | |
| |
March 31, | | |
March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Net Revenue | |
$ | - | | |
$ | 433 | |
| |
| | | |
| | |
Cost of Goods Sold | |
| - | | |
| 2,085 | |
| |
| | | |
| | |
Gross loss | |
| - | | |
| (1,652 | ) |
| |
| | | |
| | |
General and administrative | |
| 626,797 | | |
| 949,947 | |
Depreciation and amortization | |
| 542 | | |
| 140,690 | |
Total Expense | |
| 627,339 | | |
| 1,090,637 | |
| |
| | | |
| | |
Loss from Operations | |
| (627,339 | ) | |
| (1,092,289 | ) |
| |
| | | |
| | |
Deemed Interest income | |
| 3,282 | | |
| - | |
Loss on convertible notes | |
| (66,047 | ) | |
| - | |
Interest expense | |
| (136,919 | ) | |
| (85,221 | ) |
Amortization of debt discount | |
| (319,899 | ) | |
| (22,967 | ) |
Derivative liability movements | |
| 815,941 | | |
| 940,750 | |
Loss before Income Taxes | |
| (330,981 | ) | |
| (259,727 | ) |
| |
| | | |
| | |
Income Taxes | |
| - | | |
| - | |
Net Loss after income taxes | |
| (330,981 | ) | |
| (259,727 | ) |
| |
| | | |
| | |
Net loss from equity method investments | |
| (484 | ) | |
| - | |
Net loss from continuing operations | |
| (331,465 | ) | |
| (259,727 | ) |
| |
| | | |
| | |
Discontinued operations | |
| | | |
| | |
Net loss from discontinued operations | |
| - | | |
| (15,260 | ) |
| |
| - | | |
| (15,260 | ) |
Net loss | |
| (331,465 | ) | |
| (274,987 | ) |
| |
| | | |
| | |
Net loss attributable to non-controlling interest | |
| - | | |
| 1,597 | |
Net loss attributable to Innovative Payment Solutions, Inc. stockholders | |
$ | (331,465 | ) | |
$ | (273,390 | ) |
| |
| | | |
| | |
Basic and diluted loss per share* | |
| | | |
| | |
Continuing operations* | |
| (0.02 | ) | |
| (0.02 | ) |
Discontinued operations* | |
| - | | |
| (0.00 | ) |
| |
$ | (0.02 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
Weighted Average Number of Shares Outstanding – Basic and diluted | |
| 13,819,889 | | |
| 12,563,389 | |
See accompanying notes
to the unaudited condensed consolidated financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Condensed Consolidated
Statements of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
| |
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, 2023 | |
| - | | |
$ | - | | |
| 13,819,889 | | |
$ | 1,382 | | |
$ | 50,656,225 | | |
$ | (58,235,618 | ) | |
$ | - | | |
$ | (7,578,011 | ) |
Fair value of warrants issued to convertible debt holders | |
| - | | |
| - | | |
| - | | |
| - | | |
| 44,813 | | |
| - | | |
| - | | |
| 44,813 | |
Fair value of warrants issued on debt extinguishment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 66,047 | | |
| - | | |
| - | | |
| 66,047 | |
Fair value of warrants issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 36,207 | | |
| - | | |
| - | | |
| 36,207 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 94,464 | | |
| - | | |
| - | | |
| 94,464 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (331,465 | ) | |
| - | | |
| (331,465 | ) |
Balance at March 31, 2024 | |
| - | | |
$ | - | | |
| 13,819,889 | | |
$ | 1,382 | | |
$ | 50,897,756 | | |
$ | (58,567,083 | ) | |
$ | - | | |
$ | (7,667,945 | ) |
| |
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, 2022 | |
| - | | |
$ | - | | |
| 12,563,426 | | |
$ | 1,256 | | |
$ | 48,442,355 | | |
$ | (52,399,858 | ) | |
$ | 1,597 | | |
$ | (3,954,650 | ) |
Fair value of warrants issued to convertible debt holders | |
| - | | |
| - | | |
| - | | |
| - | | |
| 251,856 | | |
| - | | |
| - | | |
| 251,856 | |
Fair value of warrants issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 36,207 | | |
| - | | |
| - | | |
| 36,207 | |
Stock based compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 94,464 | | |
| - | | |
| - | | |
| 94,464 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (273,390 | ) | |
| (1,597 | ) | |
| (274,987 | ) |
Balance at March 31, 2023 | |
| - | | |
$ | - | | |
| 12,563,426 | | |
$ | 1,256 | | |
$ | 48,824,882 | | |
$ | (52,673,248 | ) | |
$ | - | | |
$ | (3,847,110 | ) |
See accompanying notes
to condensed consolidated financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
| |
Three months ended | | |
Three months ended | |
| |
March 31, | | |
March 31, | |
| |
2024 | | |
2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss | |
$ | (331,465 | ) | |
$ | (274,987 | ) |
Net loss from discontinued operations | |
| - | | |
| 15,260 | |
Net loss from continuing operations | |
| (331,465 | ) | |
| (259,727 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Derivative liability movements | |
| (815,941 | ) | |
| (940,750 | ) |
Depreciation | |
| 542 | | |
| 140,690 | |
Amortization of debt discount | |
| 319,899 | | |
| 22,967 | |
Loss on convertible notes | |
| 66,047 | | |
| - | |
Deemed interest income | |
| (3,282 | ) | |
| - | |
Unrealized loss on equity method investments | |
| 484 | | |
| - | |
Warrants issued for services | |
| 36,207 | | |
| 36,207 | |
Stock based compensation | |
| 94,464 | | |
| 94,464 | |
Changes in Assets and Liabilities | |
| | | |
| | |
Other current assets | |
| 26,221 | | |
| 21,957 | |
Accounts payable and accrued expenses | |
| 283,679 | | |
| 76,420 | |
Interest accruals | |
| 120,396 | | |
| 83,837 | |
Cash used in operating activities – continuing operations | |
| (202,749 | ) | |
| (723,935 | ) |
Cash provided by operating activities – discontinued operations | |
| - | | |
| 35,631 | |
CASH USED IN OPERATING ACTIVITIES | |
| (202,749 | ) | |
| (688,304 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Investment in intangibles | |
| - | | |
| (28,893 | ) |
Investment in notes receivable | |
| (158,333 | ) | |
| - | |
Investment in equity method investment | |
| (500 | ) | |
| - | |
Net cash used in investing activities – continuing operations | |
| (158,833 | ) | |
| (28,893 | ) |
Net cash used in investing activities – discontinued operations | |
| - | | |
| (35,890 | ) |
CASH USED IN INVESTING ACTIVITIES | |
| (158,833 | ) | |
| (64,783 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from convertible notes | |
| 402,335 | | |
| 535,000 | |
Repayment of convertible notes | |
| (84,311 | ) | |
| - | |
Repayment of federal relief loans | |
| - | | |
| (809 | ) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 318,024 | | |
| 534,191 | |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (43,558 | ) | |
| (218,896 | ) |
Cash and cash included in assets held for sale at the beginning of the period | |
| 50,433 | | |
| 374,765 | |
CASH AT END OF PERIOD | |
$ | 6,875 | | |
$ | 155,869 | |
RECONCILIATION OF OPENING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS | |
| | | |
| | |
Cash | |
$ | 50,433 | | |
$ | 373,822 | |
Cash included in assets held for sale | |
| - | | |
| 943 | |
CASH AT THE BEGINNING OF THE PERIOD | |
$ | 50,433 | | |
$ | 374,765 | |
RECONCILIATION OF CLOSING CASH WITHIN THE BALANCE SHEET TO THE STATEMENT OF CASH FLOWS | |
| | | |
| | |
Cash | |
$ | 6,875 | | |
$ | 155,185 | |
Cash included in assets held for sale | |
| - | | |
| 684 | |
CASH AT THE END OF THE PERIOD | |
$ | 6,875 | | |
$ | 155,869 | |
CASH PAID FOR INTEREST AND TAXES: | |
| | | |
| | |
Cash paid for income taxes | |
$ | - | | |
$ | - | |
Cash paid for interest | |
$ | 16,522 | | |
$ | 1,384 | |
NON CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
Fair value of warrants issued with convertible notes | |
$ | 44,813 | | |
$ | 251,856 | |
See notes to the unaudited
condensed financial statements.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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.
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.
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.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
1 |
ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) |
| a) | Organizational
History (continued) |
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 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, 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 August 30,
2023, the Company implemented a 1 for 30 reverse stock split of its Common Stock. Unless the context expressly requires otherwise, as
used in this Report, all share and per share numbers reflect such reverse stock split.
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 LLC (“IPSIPay Express”) joint venture. See note 1(b) for further information.
| 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,
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. 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. In late 2023,
the Company agreed with its joint venture partners that such investment was not required as the joint venture is not operational as yet.
The need for any additional advances will be addressed with the joint venture partners once IPEX becomes operational and begins generating
revenue, our current shareholding in the joint venture remains at 22%.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
1 |
ORGANIZATION AND DESCRIPTION OF BUSINESS (continued) |
| b) | Description
of current business (continued) |
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.
2 |
ACCOUNTING POLICIES AND ESTIMATES |
The
accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly,
these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete
financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments
(consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial
statements. The results of operations and cash flows for the three months ended March 31, 2024 may not necessarily be indicative of results
that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Report should be read
in conjunction with the audited financial statements of IPSI for the year ended December 31, 2023, included in the Company’s Annual
Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024 and amended on April
17, 2024.
All amounts referred to in the notes
to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise.
| b) | Principles of Consolidation |
The unaudited condensed consolidated
financial statements as of March 31, 2024, include the financial statements of the Company. The unaudited condensed consolidated financial
statements as of March 31, 2023, include the financial statements of the Company and its subsidiary in which it has a majority voting
interest, until May 12, 2023, the date of disposal of its Beyond Fintech subsidiary. Pursuant to the May 2023 Frictionless Agreement,
the Company disposed of its 51% interest in Beyond Fintech. Therefore the Company currently has no subsidiaries.
All significant inter-company accounts
and transactions have been eliminated in the unaudited condensed consolidated financial statements.
The
accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP.
All
amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.
The
preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 Condensed
Consolidated Financial Statements
(Unaudited)
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 unaudited condensed 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 and prospects 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 wars in Ukraine and Israel 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 Condensed
Consolidated Financial Statements
(Unaudited)
2 |
ACCOUNTING POLICIES AND ESTIMATES (continued) |
| g) | Recent accounting pronouncements |
The
Financial Accounting Standards Board (“FASB”) issued additional updates during the quarter ended March 31, 2024. 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 unaudited condensed 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, the balance did not
exceed federally insured limits.
| 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 March 31,
2024 and 2023.
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.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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 |
| |
|
Computer equipment | |
3 years |
| |
|
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 $0 and $433 for the three months ended March 31, 2024 and 2023, respectively.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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 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.
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 U.S. and currently enacted U.S. 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 March 31, 2024 and December 31, 2023, there have been no interest or penalties incurred
on income taxes.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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 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 three months ended March 31, 2024, the Company
had a net loss of $331,465 In connection with preparing the unaudited condensed consolidated financial statements for the three months
ended March 31, 2024, 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 March 31, 2024 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 unaudited condensed 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 |
DISCONTINUED OPERATIONS |
In
the prior year, effective May 12, 2023, the Company disposed of its investment in Beyond Fintech.
The
statement of operations from discontinued operations is as follows:
| |
Three months ended | |
| |
March 31 | |
| |
2023 | |
| |
| |
Net Revenue | |
$ | - | |
Cost of Goods Sold | |
| - | |
Gross loss | |
| - | |
| |
| | |
General and administrative | |
| 15,260 | |
Depreciation and amortization | |
| - | |
Total Expense | |
| 15,260 | |
| |
| | |
Loss from operations before income taxes | |
| (15,260 | ) |
Income Taxes | |
| - | |
Loss from discontinued operations, net of taxation | |
$ | (15,260 | ) |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
On
February 22, 2024, the Company (utilizing a portion of the proceeds from the issuance of convertible notes) loaned funds to Business
Warrior Corporation (“BZWR”) in the principal amount of $226,190, which includes an original issue discount equal to $67,857,
for net proceeds of $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
debt discount on the BZWR note is amortized as income utilizing the effective interest rate method.
Loans
receivable consists of the following:
Description | |
Interest Rate | | |
Maturity date | |
Principal | | |
Unamortized discount | | |
March 31, 2024 Amount, net | |
Business Warrior Corporation | |
| 0 | % | |
December 31, 2025 | |
| 226,190 | | |
| (64,575 | ) | |
| 161,615 | |
Discount
amortized to income as deemed interest during the three months ended March 31, 2024 was $3,282.
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. Prior to the disposal of Beyond Fintech to Frictionless the Company spent
an additional 77,211 on the software to further enhance the Beyond Wallet product offering. On May 12, 2023, Beyond Fintech was
sold to Frictionless.
During
the year ended December 31, 2021, the Company paid gross proceeds of $375,000 to Frictionless for the development of the IPSIPay
wallet, prior to the novation of the rights and obligation to a third party, the company spent an additional $1,171,805 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.
Amortization
expense was $0 and $125,856 for the three months ended March 31, 2024 and 2023, respectively.
7 |
EQUITY METHOD INVESTMENT |
On
April 28, 2023, the Company formed IPSIPay Express with OpenPath and EFinityPay. As described in note 1(b), the Company has agreed to
make the IPSI Capital Contributions to IPSIPay Express. As of March 31, 2024, 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 March 31, 2024 and December 31, 2023
is as follows:
| |
March 31,
2024 | | |
December 31, 2023 | |
Cash contribution to IPSIPay Express | |
$ | 999,500 | | |
$ | 999,000 | |
Fair value of warrants issued to third party joint venture partners | |
| 108,220 | | |
| 108,220 | |
| |
| 1,107,720 | | |
| 1,107,220 | |
Prior period equity loss from joint venture | |
| (403,282 | ) | |
| (403,282 | ) |
Current period equity income (loss) from joint venture | |
| (484 | ) | |
| - | |
| |
$ | 703,954 | | |
$ | 703,938 | |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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.
Total
Lease Cost
Individual
components of the total lease cost incurred by the Company is as follows:
| |
Three
months ended March 31, 2024 | | |
Three
months ended March 31, 2023 | |
Operating lease expense | |
$ | - | | |
$ | 15,264 | |
Other lease
information:
| |
Three
months ended March 31, 2024 | | |
Three
months ended March 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities | |
| | |
| |
Operating cash flows from operating leases | |
$ | - | | |
$ | (15,264 | ) |
| |
| | | |
| | |
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 $9,309 and $9,369 on this loan as of March 31, 2024 and December 31, 2023, respectively.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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 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.
On
February 27, 2024, the maturity date of the notes was extended to April 30, 2024 with an automatic one month extension each month until
such time as the note is declared to be in default, all other terms remain the same as the previous notes. The Company performed an analysis
in terms of ASC 470 and it was determined that the extension was a debt modification, in addition, no additional consideration was paid
for the maturity date extension.
Notes
payable consists of the following:
Description | |
Interest Rate | | |
Maturity date | |
Principal | | |
Accrued Interest | | |
March 31, 2024 Amount, net | | |
December 31,
2023 Amount, net | |
Cavalry Fund I LP | |
| 10 | % | |
April 30, 2024 | |
| 482,000 | | |
| 61,187 | | |
| 543,187 | | |
| 531,004 | |
Mercer Street Global Opportunity Fund, LLC | |
| 10 | % | |
April 30, 2024 | |
| 482,000 | | |
| 61,187 | | |
| 543,187 | | |
| 531,003 | |
Total convertible notes payable | |
| | | |
| |
$ | 964,000 | | |
$ | 122,374 | | |
$ | 1,086,374 | | |
$ | 1,062,007 | |
Interest
expense totaled $24,368 and $24,100 for the three months ended March 31, 2024 and 2023, respectively.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
11 |
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 shares of Common
Stock at an exercise price of $4.50 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 to
$0.345 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 shares of Common Stock underlying the Extension Warrants was increased to 1,304,348 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 per share or above were
amended effective December 30, 2022 to reduce such forced exercise price to $1.20 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. |
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 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 to $0.345 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, with an automatic one month extension each month until such time as the note is declared to be in default, other than the maturity
date all other terms remained the same. The Company performed an analysis in terms of ASC 470 and it was determined that the extension
was a debt modification, in addition, no additional consideration was paid for the maturity date extension.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
11 |
CONVERTIBLE NOTES PAYABLE (continued) |
December
2022 Note Amendment Transaction (continued)
Convertible
notes payable consists of the following:
Description | |
Interest Rate |
| |
Maturity date | |
Principal | | |
Accrued Interest | | |
Unamortized debt discount | | |
March 31, 2024 Amount, net | | |
December 31, 2023 Amount, net | |
Cavalry Fund I LP | |
| 10.00 |
% | |
April 30, 2024 | |
$ | 898,980 | | |
$ | 32,963 | | |
$ | - | | |
$ | 931,943 | | |
$ | 909,218 | |
Mercer Street Global
Opportunity Fund, LLC | |
| 10.00 |
% | |
April 30, 2024 | |
| 991,754 | | |
| 173,079 | | |
| - | | |
| 1,164,833 | | |
| 1,139,764 | |
Red Road Holdings Corporation* | |
| 29.32 |
% | |
June 15, 2024 | |
| 52,691 | | |
| 722 | | |
| (14,457 | ) | |
| 38,956 | | |
| 41,771 | |
| |
| 27.77 |
% | |
July 30, 2024 | |
| 43,385 | | |
| 880 | | |
| (18,419 | ) | |
| 25,846 | | |
| 18,683 | |
| |
| 32.04 |
% | |
September 30, 2024 | |
| 51,148 | | |
| 1,209 | | |
| (32,843 | ) | |
| 19,514 | | |
| 3,109 | |
Quick Capital, LLC* | |
| 11.12 |
% | |
September 30, 2024 | |
| 114,286 | | |
| 2,348 | | |
| (52,602 | ) | |
| 64,032 | | |
| - | |
2023 and 2024 convertible notes | |
| 8.00 to 12.00 |
% | |
May 22, 2024 to February 21, 2025 | |
| 2,335,001 | | |
| 127,735 | | |
| (314,381 | ) | |
| 2,148,355 | | |
| 1,591,735 | |
Total convertible notes payable | |
| |
| |
| |
$ | 4,487,245 | | |
$ | 338,936 | | |
$ | (432,702 | ) | |
$ | 4,393,479 | | |
$ | 3,704,280 | |
Interest
expense totaled $110,769 and $59,737 for the three months ended March 31, 2024 and 2023, respectively.
Amortization
of debt discount totaled $319,899 and $22,967 for the three months ended March 31, 2024 and 2023, 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 Condensed
Consolidated Financial Statements
(Unaudited)
11 |
CONVERTIBLE NOTES PAYABLE (continued) |
Cavalry
Fund LP
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.
On
February 27, 2024, the maturity date of the notes was extended to April 30, 2024, , with an automatic one month extension each month until
such time as the note is declared to be in default, all other terms remain the same as the previous notes. Based on an analysis performed
in terms of ASC470, 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 March 31, 2024 was $931,943.
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. with an automatic one month extension each month until such time as the note is declared to be in default, all other terms remain
the same as the previous notes. Based on an analysis performed in terms of ASC 470, 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 Mercer Note plus accrued interest at March 31, 2024 was $1,164,833.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
11 |
CONVERTIBLE NOTES PAYABLE (continued) |
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 March 31, 2024 was $38,956, net of unamortized debt discount of $14,457. |
| | |
| ● | 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 March 31, 2024 was $25,846, net of unamortized debt discount of $18,419. |
| | |
| ● | 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 March 31, 2024 was $19,514, net of unamortized debt discount of $32,842. |
Quick
Capital, LLC
On
March 4, 2024, the Company closed a transaction with Quick Capital, LLC pursuant to which the Company received net proceeds of $94,000,
after an original issue discount and fees of $20,286 in exchange for the issuance of a $114,286 Convertible Note, bearing interest
at an effective interest rate of 11.12% per annum, which interest is earned on issuance of the note, and maturing on September 4,
2024. 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 357,764 shares of Common Stock at an initial exercise price of $0.345 per share.
The
balance of the Quick Capital note plus accrued interest at March 31, 2024 was $64,032, net of unamortized debt discount of $52,602.
2023
and 2024 Convertible Notes
Between
February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors (the “2023
Notes”), and between February 6, 2024 and February 21, 2024 (the “2024 Notes”), the Company entered into Securities
Purchase Agreements with 4 accredited investors, pursuant to which the Company received an aggregate of $2,026,666 from the 2023 Notes
and $308,335 from the 2024 Notes, in gross proceeds in private placements through the issuance of:
|
● |
Convertible Promissory Notes (the “2023 Notes and 2024 Notes”); and |
| ● | five-year warrants to purchase an aggregate 5,696,586 shares of Common Stock (the “2023 Warrants”), at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
11 |
CONVERTIBLE NOTES PAYABLE (continued) |
2023
and 2024 Convertible Notes (continued)
The
2023 Notes and the 2024 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 and 2024 Notes may be prepaid at any time without penalty. The Company is under
no obligation to register the shares of Common Stock underlying the 2023 Notes and the 2024 Notes or the 2023 Warrants for public resale.
The
2023 Notes, the 2024 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. On May 4, 2024, the maturity date of the $200,000 note was further extended
to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date
extension, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345
per share.
On
March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024
by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares
of Common Stock at an exercise price of $0.345 per share. The modification was assessed in terms of ASC 470 and determined to be a debt
extinguishment, resulting in the warrant value of $66,047 being expensed as a loss on convertible notes.
The
balance of the 2023 Notes and the 2024 Notes plus accrued interest at March 31, 2024 was $2,148,355, net of unamortized debt discount
of $314,381.
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.
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 three months ended March 31, 2024 was a net mark-to-market credit of $815,941 determined
by using a Black-Scholes valuation model.
The
following assumptions were used in the Black-Scholes valuation model:
| |
Three months
ended
March 31,
2024 | | |
Year ended
December 31,
2023 | |
Conversion price | |
| $ 0.0684 to $0.345 | | |
| $
0.104 to $0.345 | |
Risk free interest rate | |
| 4.40 to 5.49 % | | |
| 3.60 to 5.55 | % |
Expected life of derivative liability | |
| 1 to 41 months
| | |
| 3.5 to 47 months
| |
Expected volatility of underlying stock | |
| 157.83 to 201.11 | % | |
| 158.72 to 217.01 | % |
Expected dividend rate | |
| 0 | % | |
| 0 | % |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
12 |
DERIVATIVE LIABILITY (continued) |
The
movement in derivative liability is as follows:
| |
March 31, 2024 | | |
December 31, 2023 | |
Opening balance | |
$ | 1,434,196 | | |
$ | 2,550,642 | |
Derivative financial liability arising from convertible note and warrants | |
| - | | |
| 385,000 | |
Fair value adjustment to derivative liability | |
| (815,941 | ) | |
| (1,501,446 | ) |
| |
$ | 618,255 | | |
$ | 1,434,196 | |
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 shares
of Common Stock issued and outstanding as of March 31, 2024 and December 31, 2023.
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 11 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 11 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 11 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 11 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 11 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 11 above.
|
b. |
Restricted stock awards |
A
summary of restricted stock activity during the period January 1, 2023 to March 31, 2024 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, 2023 | |
| 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 | |
Granted and issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Forfeited/Cancelled | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Vested | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding March 31, 2024 | |
| 783,167 | | |
$ | 1.50 | | |
| - | | |
$ | - | | |
| 783,167 | | |
$ | 1.50 | |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
13 |
STOCKHOLDERS’ EQUITY (continued) |
|
b. |
Restricted stock awards (continued) |
The
restricted stock granted, issued and exercisable at March 31, 2024 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 for the three months ended March 31, 2024 and 2023.
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 March 31, 2024 and December 31, 2023.
Between
February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors, as disclosed
in note 11 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.
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.
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.
On
December 14, 2023, the maturity date of two notes totaling $225,000 which matured on December 31, 2023 were extended for an additional
3 months to March 30, 2024. In exchange for the maturity date extension, 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. On May 4, 2024, the maturity date of the $200,000
note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange
for the maturity date extension, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise
price of $0.345 per share.
During
2023, warrants exercisable for 33,334 shares expired as unexercised and an additional warrant exercisable for 1,000,000 shares
of Common Stock was forfeited on the disposal of Frictionless and Beyond Fintech.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
| 13 | STOCKHOLDERS’ EQUITY (continued) |
On
March 4, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor, as disclosed in note 11 above. In
terms of the Securities Purchase Agreement, the Company issued a five-year warrant to purchase an aggregate of 357,764 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 Note or the Warrant, for
public resale.
On
March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024
by an additional six months and as compensation for the extension, the note holders were issued warrants exercisable for 387,673 shares
of Common Stock at an exercise price of $0.345 per share.
The
2023 and 2024 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.
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:
| |
Three months ended March 31, 2024 | |
Exercise price | |
$ | 0.345 | |
Risk free interest rate | |
| 4.15 to 4.21 | % |
Expected life | |
| 5 years | |
Expected volatility of underlying stock | |
| 190.72 to 191.17 | % |
Expected dividend rate | |
| 0 | % |
A
summary of warrant activity during the period January 1, 2023 to March 31, 2024 is as follows:
| |
Shares Underlying Warrants* | | |
Exercise price per share* | | |
Weighted average exercise price* | |
Outstanding January 1, 2023 | |
| 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 | |
Granted | |
| 745,437 | | |
| 0.345 | | |
| 0.345 | |
Forfeited | |
| - | | |
| - | | |
| - | |
Cancelled on disposal of investment in Frictionless and Beyond Fintech | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | |
Outstanding March 31, 2024 | |
| 11,187,530 | | |
$ | 0.345 – 5.625 | | |
$ | 0.6077 | |
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
13 | STOCKHOLDERS’ EQUITY (continued) |
The
warrants outstanding and exercisable at March 31, 2024 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 | | |
| 9,801,079 | | |
| 3.99 | | |
| | | |
| 9,801,079 | | |
| | | |
| 3.99 | |
$ | 0.450 | | |
| 266,668 | | |
| 4.23 | | |
| | | |
| 266,668 | | |
| | | |
| 4.23 | |
$ | 1.035 | | |
| 500,000 | | |
| 1.27 | | |
| | | |
| 468,750 | | |
| | | |
| 1.27 | |
$ | 1.500 | | |
| 33,334 | | |
| 4.37 | | |
| | | |
| 33,334 | | |
| | | |
| 4.37 | |
$ | 4.50 | | |
| 505,560 | | |
| 1.96 | | |
| | | |
| 505,560 | | |
| | | |
| 1.96 | |
$ | 5.625 | | |
| 80,889 | | |
| 1.96 | | |
| | | |
| 80,889 | | |
| | | |
| 1.96 | |
| | | |
| 11,187,530 | | |
| 3.77 | | |
$ | 0.6077 | | |
| 11,156,280 | | |
$ | 0.6065 | | |
| 3.78 | |
The
warrants outstanding have an intrinsic value of $0 as of March 31, 2024 and 2023.
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.
During
2023, the Company cancelled options exercisable for 23,891 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 Condensed
Consolidated Financial Statements
(Unaudited)
13 | STOCKHOLDERS’ EQUITY (continued) |
| e. | Stock options (continued) |
A
summary of option activity during the period January 1, 2023 to March 31, 2024 is as follows:
|
|
Shares
Underlying
options* |
|
|
Exercise
price per
share* |
|
|
Weighted
average
exercise
price* |
|
Outstanding January 1, 2023 |
|
|
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 |
|
Granted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Forfeited/Cancelled |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Exercised |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Outstanding March 31, 2024 |
|
|
1,520,002 |
|
|
$ |
1.20 to 12.00 |
|
|
$ |
4.46 |
|
The
options outstanding and exercisable at March 31, 2024 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 | | |
| 5.61 | | |
| | | |
| 20,001 | | |
| | | |
| 5.61 | |
$ | 4.50 | | |
| 1,500,001 | | |
| 7.69 | | |
| | | |
| 1,430,557 | | |
| | | |
| 7.71 | |
| | | |
| 1,520,002 | | |
| 7.66 | | |
$ | 4.46 | | |
| 1,450,558 | | |
$ | 4.45 | | |
| 7.68 | |
The
options outstanding have an intrinsic value of $0 as of March 31, 2024 and 2023.
The
option expense was $94,464 and $94,464 for the three months ended March 31, 2024 and 2023, respectively.
14 | LOSS ON CONVERTIBLE NOTES |
The
loss on convertible notes consists of the following:
| |
Three months ended March 31, 2024 | | |
Three months ended March 31, 2023 | |
Expense on extension of maturity date of convertible notes | |
| 66,047 | | |
| - | |
On
March 14, 2024, the Company extended the maturity date of 11 convertible notes which matured between February 13, 2024 and February 23,
2024 by six months and issued the note holders additional warrants exercisable for 387,673 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 $66,047 for the three
months ended March 31, 2024.
INNOVATIVE PAYMENT
SOLUTIONS, INC.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Basic
loss per share is based on the weighted-average number of Common Stock 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 Stock that have an anti-dilutive effect on net loss per share. For the three months ended March 31, 2024 and 2023
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 three months ended March 31, 2024 and 2023 are as follows:
| |
Three months ended
March 31,
2024 (Shares) | | |
Three months ended
March 31, 2023 (Shares) | |
Convertible debt | |
| 15,232,285 | | |
| 8,293,738 | |
Stock options | |
| 1,520,002 | | |
| 1,543,891 | |
Warrants to purchase shares of Common Stock | |
| 11,187,530 | | |
| 6,703,760 | |
| |
| 27,939,817 | | |
| 16,541,389 | |
| 16 | RELATED PARTY TRANSACTIONS |
The
following transactions were entered into with related parties during the quarter ended March 31, 2024:
William
Corbett
An
option expense for options still vesting for Mr. Corbett was $66,587 for each of the three months ended March 31, 2024 and 2023.
Richard
Rosenblum
An
option expense for options still vesting for Mr. Rosenblum was $27,877 for each of the three months ended March 31, 2024 and 2023.
| 17 | COMMITMENTS AND CONTINGENCIES |
The
Company has notes payable and convertible notes payable, disclosed under notes 10 and 11 above, which have maturity dates between March
30, 2024 and February 21,2025. 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
On
April 1, 2024, the Company received gross proceeds of $70,000 for a Securities Purchase Agreement entered into on March 26, 2024, pursuant
to which the Company issued convertible promissory notes to one accredited investment entity for a principal amount outstanding of $88,500.
The Note is unsecured, matures on December 30,2024 and has a one-time interest charge of 15% totaling $13,275. The note is convertible
into Common Stock upon an event of default at a variable conversion price of 65% of the lowest trading price for the 10 days immediately
prior to conversion. The note may be prepaid at a discount to the full amount outstanding, including once-off interest of 96%.
On
April 12, 2024 and May 3, 2024, the Company entered into Securities Purchase Agreements with 3 accredited investors pursuant to which
the Company received an aggregate of $100,000 in gross proceeds in private placements through the issuance of convertible promissory
notes and five-year warrants to purchase an aggregate 289,856 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 notes are unsecured, may be converted
into Common Stock at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and
similar events), mature 12 months from the date of issuance and bear interest at 8% per annum, based on a 360-day year, and may be prepaid
at any time without penalty.
On
May 4, 2024, the maturity date of two notes totaling $225,000 which originally matured on December 31, 2023 and which maturity dates
were extended to March 30, 2024, on May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the
maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, the Company issued
to note holders warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share.
Other than the above, the Company has
evaluated subsequent events through the date the financial statements were issued and did not identify any subsequent events that would
have required adjustment or disclosure in the financial statements.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
All references to “we,”
“us,” “our” and the “Company” refer to Innovative Payment Solutions, Inc., a Delaware corporation
and its consolidated subsidiaries unless the context requires otherwise.
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 have continued these efforts during 2024. 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
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 U.S. Dollar and other
foreign currencies may in future have an effect our results of operations.
Critical Accounting Estimates
Preparation of our consolidated
financial statements in accordance with U.S. 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 condensed
Consolidated Financial Statements included in Part I, Item I of this Form 10-Q for further information.
The critical accounting policies
that involved significant estimation included the following:
Derivative liabilities
We have certain short-term
convertible notes and certain warrants which have fundamental transaction clauses which might result in cash settlement. The conversion
feature of these convertible notes and warrants are recorded as derivative liabilities which are valued at each reporting date.
The derivative liability is
valued using the following inputs:
|
● |
Current market prices of our equity |
|
● |
Risk free interest rates; |
|
● |
Expected remaining life of the derivative liability; |
|
● |
Expected volatility of the underlying stock; and expected dividend rates |
Any change in the above factors
such as a change in risk free interest rates, a significant increase or decrease in our current stock prices and a change in the volatility
of our Common Stock may result in a significant increase or decrease in the derivative liability.
Results of Operations
Results of Operations for the Three Months Ended March 31, 2024
and 2023
Net revenue
We did not have any revenues
during the three months ended March 31, 2024 and minimal revenues of $433 for the three months ended March 31, 2023. The revenue in the
prior year was generated from the IPSIPay platform which was been novated to a third party in September 2023. We pivoted to focus our
attention on the IPSIPay Express joint venture, where we expect to generate initial revenues during the 2024 fiscal year, dependent on
product testing, which is currently underway, and market acceptance.
Cost of goods sold
We did not have any revenues
or cost of goods sold for the three months ended March 31, 2024. Cost of goods sold was $2,085 for the three months ended March 31, 2023
and consisted primarily of bank and merchant related fees and chargebacks.
General and administrative expenses
General and administrative
expenses were $626,797 and $949,947 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $323,150 or 34.0%.
The decrease primarily due to the following:
|
(i) |
Selling and marketing expenses were $75,707 and $169,958 for the three months ended March 31, 2024 and 2023, respectively, a decrease of 94,251 or 55.5%. The decrease is primarily due to the reduction in social media advertising costs which were incurred in the prior year to promote the IPSIPay platform, which was novated to a third party in September 2023. |
|
|
|
|
(ii) |
Payroll expenses were $269,003 and $279,764 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $10,761 or 3.8%. The decrease is primarily attributable to the reduction in employee taxes which were calculated on the basis of payments made during the current period. |
|
|
|
|
(iii) |
Consulting fees was $15,000 and $45,000 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $30,000 or 66.7%, The decrease is primarily due to a reduction in technical consulting expenses as we concentrate all our efforts on developing and marketing the IPSIPay Express business model. |
|
|
|
|
(iv) |
Legal fees were $152,594 and $135,523 for the three months ended March 31, 2024 and 2023, respectively, an increase of $17,071 or 12.6%. The increase in legal fees is primarily due to an increase in corporate related matters, including the Business Warrior potential acquisition, discussed above. |
|
|
|
|
(v) |
Professional fees were $9,558 and $225,136 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $215,578 or 95.8%. The decrease is primarily due to the cessation of the relationship with Frictionless during May of the prior year and through the prior year disposal of certain assets to Frictionless and the prior year novation of the remaining IPSIPay assets to a third party as we focus all our attention on the IPSIPay Express business opportunity. |
|
|
|
|
(vi) |
Audit fees was $80,000 and $0 for the three months ended March 31, 2024 and 2023, respectively, an increase of $80,000 or 100.0%. The increase is primarily related to the timing of invoices received from our auditors. |
|
|
|
|
(vii) |
Other general and administrative
expenses were $24,935 and $94,566 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $69,631 or 73.6%. The
balance of the general and administrative expenses is made up of several individually insignificant expenses. |
Depreciation and amortization
Depreciation and amortization
was $542 and $140,690 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $146,148, primarily due to the prior
year amortization of the software platform which was subsequently novated to a third party on September 5, 2023.
Deemed interest income
Deemed interest income was $3,282 and $0 for the
three months ended March 31, 2024 and 2023, respectively, an increase of $3,282 or 100.0%. The deemed interest income arises due to the
amortization of debt discount on notes receivable advanced to Business Warrior during the current period.
Loss on convertible notes
Loss on convertible notes
was $66,047 and $0 for the three months ended March 31, 2024 and 2023, respectively an increase of $66,047 or 100.0 The loss on convertible
notes related to extension warrants issued to certain noteholders to extend the maturity date of their notes by 6 months, the value of
the warrants was determined to be a debt extinguishment and were therefore expensed.
Interest expense, net
Interest expense was $136,919
and $85,221for the three months ended March 31, 2024 and 2023, respectively, an increase of $51,698 or 60.7%. The increase is related
to the increase in the principal amount of convertible debt from $2,718,508 as at March 31, 2023 to $4,487,245 as at March 31, 2024,
an increase of $1,768,737 as we raise additional funding for working capital purposes while we develop and market the IPSIPay Express
payment processing platform, which we expect to be operational during the current fiscal year.
Amortization of debt discount
Amortization of debt discount
was $319,899 and $22,967 for the three months ended March 31, 2024 and 2023, respectively, an increase of $296,932 or 1,292,90%. 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 increase in convertible debt of $1,768,737 raised since March 31, 2023.
Derivative liability movements
Derivative liability movements
were $815,941 and $940,750 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $124,809 or 13.3%. The derivative
liability arose due to the issuance of convertible securities and warrants with a fundamental transaction clause allowing for a cash settlement
of the convertible note at the option of the holder. The credit during the current period represents the decrease in the mark-to-market
value of the derivative liability due to a decrease in our stock price and the cash settlement of certain convertible notes which had
derivative liability features.
Net loss from equity method investment
Net loss from equity method
investment was $484 and $0 for the three months ended March 31, 2024 and 2023 respectively, an increase of $484 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 Open Path, 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.
Net loss from continuing operations
Net loss from continuing operations
was $331,465 and $259,727 for the three months ended March 31, 2024 and 2023, respectively, an increase of $71,738 or 27.6%. The increase
is primarily due to the decrease in the derivative liability movement, an increase in interest expense, an increase in discount amortization
and the loss on convertible notes, offset by the decrease in general and administrative expenses, which are all discussed in detail above.
Net loss from discontinued operations
Net loss from discontinued
operations was $0 and $15,260 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $15,260 or 100.0%. Our Beyond
fintech subsidiary was disposed of in the previous year.
Net loss
Net loss was $331,465 and
$274,987 for the three months ended March 31, 2024 and 2023, respectively, an increase of $56,478 or 20.5%. The decrease is primarily
attributable to the increase in net loss from continuing operations, 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 approximately $58.6 million through March 31, 2024 and incurred negative cash flow from operations of approximately $0.2 million for
the three months ended March 31, 2024. Our primary focus is on 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 to memorialize the terms of the joint
venture.
At March 31, 2024, we had
cash of $6,875 and a working capital deficit of $8.4 million including a derivative liability of $0.6 million. After eliminating the derivative
liability our working capital deficit is $7.8 million. Subsequent to March 31, 2024, we raised $0.17 million through the issuance of convertible
notes to accredited investors.
We used cash of $0.2 million
and $0.7 million in operations for the three months ended March 31, 2024 and 2023, respectively. Overall cash used in operations decreased
by $0.5 million due to cost containment efforts to preserve cash balances.
We invested $0.2 million in
notes receivable for strategic purposes during the three months ended March 31, 2024. In the prior year we had invested $0.06 million
in our payment platforms which we subsequently disposed of or novated to other parties.
We generated net cash of $0.3
million during the current period from convertible notes issued to investors to bridge our working capital. In the prior period we generated
$0.5 million from convertible notes to fund our operations during the development and launch of the IPSIPay platform.
At March 31, 2024, we had
outstanding convertible notes, including interest thereon of $4.8 million (before unamortized debt discount of $0.4 million) and outstanding
promissory notes, including interest thereon of $1.1 million. 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 rates from 8% to
an effective rate of 32% 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 $0.5 million 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this Item.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b)
under the Exchange Act, our management carried out an evaluation, with the participation of our Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, our CEO and CFO concluded
that our disclosure controls and procedures as of March 31, 2024 are not effective due to a lack of written policies and procedures to
address all material transactions and developments impacting our financial statements.
Changes in Internal Control over Financial
Reporting
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
fiscal quarter ended March 31, 2024.
Our management is committed
to improving our controls and procedures by, among other matters, continuing to consider and adopt appropriate policies and procedures
to address all material transactions and developments impacting our financial statements. However, our management 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.
Part II. Other Information
Item 1. 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 shares 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 the 10-day arbitration has been set for April 7-11 2025 and April 14-18, 2025. 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 1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Between February 6, 2024 and
March 4, 2024, we entered into Securities Purchase Agreements with 5 accredited investors, pursuant to which we received an aggregate
of $402,335 in gross proceeds from the Investors through the initial closing of a private placement issuance of:
|
● |
Convertible Notes Promissory (the “Notes” and each a “Note”); and |
|
● |
five-year warrants (the “Warrants” and each a “Warrant”) to purchase an aggregate 357,764 shares of the Company’s Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). |
The Notes mature between 6
months and 12 months, and bear interest at rates from 8% to 11.12% 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 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, pursuant to Section 4(a)(2) of the Securities Act.
On April 1, 2024, the Company
closed a transaction with Red Road Holdings Corporation (“RRH”) pursuant to which the Company received net proceeds of $70,000,
after an original issue discount and fees of $13,500 in exchange for the issuance of a $85,500 Convertible Note, bearing interest
at 13%, which interest is earned on issuance of the note and maturing on December 30, 2024. The RRH Note is convertible into shares
of Common Stock at a variable conversion rate of 65% of the lowest trading price ten trading days before conversion.
Use of Proceeds from Public Offering of Common
Stock
Not applicable.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
Exhibit No. |
|
Exhibit Description |
3.1 |
|
Articles of Incorporation of the Company (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 |
|
Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2021) |
3.3 |
|
Certificate of Amendment to Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2016) |
3.4 |
|
Certificate of Amendment to Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2018) |
3.5 |
|
Certificate of Amendment to the Articles of Incorporation of the Company (Name Change) (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K 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 filed with the Securities and Exchange Commission on August 30, 2023) |
31.1* |
|
Certification of William Corbett, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) |
31.2* |
|
Certification of Richard Rosenblum, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule15d-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 Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 |
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 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
SIGNATURES
Pursuant to the requirements
of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
INNOVATIVE PAYMENT SOLUTIONS, INC. |
|
|
Date: May 14, 2024 |
By: |
/s/ William D. Corbett |
|
|
William D. Corbett |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
Date: May 14, 2024 |
By: |
/s/ Richard Rosenblum |
|
|
Richard Rosenblum |
|
|
President & Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
--12-31
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In connection with the Quarterly Report of
Innovative Payment Solutions, Inc. (the “Registrant”) on Form 10-Q for the three months ended March 31, 2024, 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 Quarterly Report of
Innovative Payment Solutions, Inc. (the “Registrant”) on Form 10-Q for the three months ended March 31, 2024, 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: