UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): September 6, 2023 (
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
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Item 1.01 Entry into a Material Definitive Agreement
On September 9, 2021, Frictionless Financial Technologies, Inc. (“Frictionless”) and Innovative Payment Solutions, Inc. (the “Company”) entered into a SAAS Cloud Hosted Services Enablement Master Services Agreement (collectively with any other written or oral agreement ever entered into between Frictionless and IPSI related to the services provided by FFT to IPSI as described in this paragraph, the “SAAS Agreement”), pursuant to which Frictionless has provided certain information technology, supplier access, billing and rating technology, mobile wallet/debit card enablement, back-office support services, customer service, and consulting services to the Company related to the Company’s IPSIPay® mobile application (“IPSIPay”).
On September 5, 2023 (the “Effective Date”), the Company, Frictionless and Endpoint Technologies, LLC (“Endpoint”) entered into a Novation Agreement (the “Novation Agreement”) containing the following material terms:
| 1. | The Company transferred and assigned to Endpoint all its rights, liabilities and obligations under the SAAS Agreement, including all IPSIPay customers and e-wallets and all debts owed to Frictionless in the amount of $324,543.78, effective as of the Effective Date, and Endpoint assumed and agreed to fulfill and discharge all such debts, liabilities and obligations in accordance with the terms of the SAAS Agreement. |
| 2. | The Company and Frictionless agreed that they shall have no further obligations or responsibilities to each other under the SAAS Agreement after the Effective Date, other than as provided for in the Novation Agreement. |
| 3. | The Company and Frictionless agreed that Frictionless will continue its services under the SAAS Agreement with respect to existing IPSIPay clients and users during the Transition Period (as defined below), provided that no new clients of IPSIPay platform will be onboarded under the IPSIPay brand starting September 6, 2023. All existing clients will become Endpoint clients, after notification by Endpoint, and a brand change will occur on October 5, 2023. |
| 4. | The Company agreed to assist for a period of thirty (30) days from the Effective Date in transferring all accounts related to the IPSIPay wallet services to Endpoint, starting as of the Effective Date (such 30-day period, ending October 5, 2023, the “Transition Period”). |
| 5. | By the conclusion of the Transition Period, Endpoint will no longer be permitted to operate the IPSIPay app under the brand “IPSIPay” and shall have completed the rebranding of IPSIPay to a different name and brand. Frictionless and Endpoint each acknowledged and agreed that “IPSIPay” is a registered trademark of and owned exclusively by the Company and neither Frictionless nor Endpoint shall have the right to utilize the name IPSIPay or any derivative of such name from and after the Effective Date, except during the Transition Period as expressly provided for in the Novation. |
The above summary of the Novation Agreement is qualified in its entirety by reference to the complete text of the Novation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit | ||
| Number | Description | |
| 10.1 | Novation Agreement, dated September 5, 2023, by and among Endpoint Technologies, LLC, Innovative Payment Solutions, Inc., and Frictionless Financial Technologies Inc.. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVATIVE PAYMENT SOLUTIONS, INC. | ||
| Dated: September 6, 2023 | ||
| By: | /s/ William D. Corbett | |
| Name: | William D. Corbett | |
| Title: | Chief Executive Officer | |
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