Item 8.01. Other Events.


JetPay Corporation (“JetPay” or the “Company”) is saddened to report that Robert B. Palmer, a member of JetPay’s Board of Directors, passed away on May 7, 2017. Mr. Palmer joined the Company’s Board as a founding director in February 2011. Mr. Palmer, an independent director, served as Chairman of the Audit Committee and a member of the Compensation Committee and the Nominating Committee at the time of his passing.

Mr. Palmer worked for CoreStates Financial Corp for 32 years, with titles including Executive Vice President for Retail Banking, Operations and Data Processing, and President and Chief Executive Officer of the Philadelphia National Bank. He also served as Vice Chairman of CoreStates and Chairman of its First Pennsylvania Bank. After retiring from CoreStates, he later served as Vice Chairman of the Asian Bank in Philadelphia. Mr. Palmer served as a board member of VISA, USA, Chairman of The World Affairs Council and International Visitors Council and Vice Chair of the Police Athletic League, all of Philadelphia, and also served on numerous civic boards.

The Company is extremely grateful for Mr. Palmer’s dedication and service to the Company. The Company’s management and Board of Directors extends its sincerest condolences to Mr. Palmer’s family.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Following Mr. Palmer’s death, the Audit Committee of the Company has been reduced to two members. As a result, the Company is no longer compliant with Listing Rule 5605(c)(2) of The NASDAQ Stock Market LLC (“Nasdaq”), which requires that an audit committee consist of at least three members, each of whom is independent. In accordance with the Nasdaq Listing Rules, on May 10, 2017, the Company notified Nasdaq of Mr. Palmer’s passing and the resulting non-compliance with Nasdaq Listing Rule 5605(c)(2).

to the Nasdaq Listing Rules, the Company has until November 2, 2017 to regain compliance with Listing Rule 5605(c)(2). The Board of Directors intends to identify candidates to replace Mr. Palmer and appoint a new director to the Audit Committee who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period.


JetPay Corporation, formerly Universal Business Payment Solutions Acquisition Corporation, is a provider of payment services, such as debit and credit card processing, payroll and human capital management (HCM) services, and card services to businesses and their employees throughout the United States. The Company’s segments include the JetPay Payment Processing Segment, which is an end-to-end processor of credit and debit card, and automated clearing house (ACH) payment transactions, with a focus on those processing Internet transactions and recurring billings, as well as traditional retailers and service providers; JetPay HR and Payroll Segment, which provides HCM services, including payroll and related payroll tax payment processing, time and attendance, human resource services, services under the Patient Protection and Affordable Care Act, and other related services to small and medium-sized employers, and Corporate segment, which includes JetPay Card Services.


JETPAY CORPORATION (NASDAQ:UBPSU) closed its last trading session at 6.03 with shares trading hands.

An ad to help with our costs