Attached files
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| EX-4.1 - EXCHANGE AGREEMENT FOR SERIES A PREFERRED STOCK TO COMMON STOCK - PAID INC | ex4-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): March 11,
2020
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PAID, Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-28720
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73-1479833
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(State
or Other Jurisdiction
of
Incorporation
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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225 Cedar Hill Street Suite 200
Marlborough, Massachusetts
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01752
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number, including area
code: (617)
861-6050
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Type of each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
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PAYD
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Indicate
by checkmark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) of Rule 12B-2 of the Securities Exchange act of
1934 (§240.12b-2 of this chapter).
Emerging Growth
Company ☐
If an emerging
growth company, indicate by check mark if the Registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item
3.02.
Unregistered Sales of Equity Securities
(a)
On
February 28, 2020, thirteen secured debenture holders
exchanged 2,529,300 in Preferred Stock into shares of Common Stock
on a one for one basis each at a conversion price of $2.94 per
share. Also on this date, ShipTime, a subsidiary of Paid Inc,
amended its rights to exchange one share of ShipTime from
forty-five (45) common and three hundred eleven (311) preferred to
three hundred fifty six (356) common. Exemption from registration
is claimed under section 3(a) (9) of the Securities Act of 1933, as
amended.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
On February 29,
2020, Allan Pratt completed his contractual obligation as a Chief
Executive Officer with PAID, Inc. (the “Company”). Mr.
Pratt remains a member of the Company’s Board of
Directors.
(c)
W. Austin Lewis,
IV, as Chief Financial Officer was appointed interim Chief
Executive Officer. Mr. Lewis, 44, currently serves as CFO and
Director of PAID as well as serving as a member of the Audit
Committees and Compensation Committees for MAM Software, Inc.
(MAMS). Since 2004, Mr. Lewis has served as Chief
Executive Officer of Lewis Asset Management Corporation, an
investment management company he founded, where he is also the
Portfolio and Chief Investment Officer of the Lewis Opportunity
Fund. Prior to founding Lewis Asset Management, Mr. Lewis held a
variety of positions with investment firms, including Puglisi &
Co., Thompson Davis & Co., and Branch Cabell & Company. Mr.
Lewis holds a Bachelor of Science in Finance and a Bachelor of
Science in Financial Economics from James Madison
University.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
See
Exhibit Index attached hereto.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date:
March 11, 2020
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By:
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/s/ W.
Austin Lewis, IV
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W.
Austin Lewis, IV, CEO, CFO
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EXHIBIT INDEX
Exhibit
Description
Exchange Agreement
for Series A Preferred Stock to Common Stock dated February 24,
2020.
.