PAYMENT DATA SYSTEMS, INC. (NASDAQ:PYDS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Material Definitive Agreement. |
On June 6, 2017, we and Singular Payments, LLC, a Florida limited
liability company, mutually agreed to extend the interest start
date under a $500,000 secured line of credit promissory note from
May 31, 2017 to the earlier of August 1, 2017, the date of
closing and funding our proposed acquisition of Singular Payments
or the termination of a non-binding letter of intent regarding
the proposed acquisition, or until such mutually agreed upon
extended date. Thereafter, interest will accrue at a rate of ten
percent per annum. Upon an event of default, interest will accrue
at the maximum lawful rate or 15% per annum. The line of credit
matures on November 1, 2019.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
Our annual meeting of stockholders was held on June 6, 2017.
Proxies were solicited to our definitive proxy statement filed on
April 27, 2017 with the Securities and Exchange Commission under
Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of our common stock entitled to vote at the
annual meeting was 11,761,111. The holders of 9,432,585 shares of
common stock were present or represented by valid proxy at the
annual meeting. Each share of common stock was entitled to one
vote with respect to matters submitted to our stockholders at the
annual meeting. At the annual meeting, our stockholders voted on
the matters set forth below.
Proposal 1 Election of Class III Director
Miguel A. Chapa was duly elected as the Companys Class III
director. The result of the election was as follows:
NOMINEE | FOR | WITHHELD |
Miguel A. Chapa | 5,323,019 | 96,725 |
Proposal 2 Advisory Vote on Executive Compensation
Our stockholders voted upon and approved, by non-binding advisory
vote, the compensation of our Named Executive Officers, as
described in our proxy statement dated April 27, 2017. The votes
on this proposal were as follows:
FOR | AGAINST | ABSTAIN |
5,294,888 | 121,352 | 3,504 |
Proposal 3 Ratification of the Appointment of Independent
Registered Public Accounting Firm
Our stockholders voted upon and approved the ratification of the
appointment of Akin, Doherty, Klein Feuge, P.C. to serve as our
independent registered public accounting firm for the fiscal year
ending December 31, 2017 was ratified. The votes on this proposal
were as follows:
FOR | AGAINST | ABSTAIN |
9,411,887 | 8,936 | 11,762 |
Item 8.01 | Other Events. |
Attached is our presentation delivered at our 2017 annual meeting
of stockholders.
This report contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements that
express our intentions, beliefs, expectations, strategies,
predictions or any other statements related to our future
activities, or future events or conditions. These statements are
based on current expectations, estimates and projections about
our business based, in part, on assumptions made by management.
These statements are not guarantees of future performances and
involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including
those risks discussed in our Annual Report on Form 10-K and in
other documents that we file from time to time with the SEC. Any
forward-looking statements speak only as of the date on which
they are made, and we do not undertake any obligation to update
any forward-looking statement to reflect events or circumstances
after the date of this report, except as required by law.
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
10.1 |
Amendment No. 1 to Line of Credit Promissory Note, dated June 6, 2017, by and between Singular Payments, LLC, as Borrower and Payment Data Systems, Inc., as Lender. |
99.1 |
Payment Data Systems, Inc. Presentation for 2017 Annual Meeting of Stockholders on June 6, 2017. |
The information filed as Exhibit 99.1 to this Current Report on
Form 8-K is being furnished in accordance with Item 8.01 and
shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities imposed by that Section. Such information
shall not be incorporated by reference into any registration
statement or other document or filing under the Securities Act of
1933, as amended, except as may be expressly set forth in a
specific filing.
About PAYMENT DATA SYSTEMS, INC. (NASDAQ:PYDS)
Payment Data Systems, Inc. is engaged in the business of processing electronic payments for other companies, including a range of automated clearing house (ACH) processing, credit, prepaid card and debit card-based processing. The Company is an integrated payment solutions provider offering a range of services to merchants, billers, banks, service bureaus, and card issuers. It operates through two operating entities: Payment Data Systems, Inc. and FiCentive, Inc. Payment Data Systems, Inc. provides integrated electronic payment processing services to merchants and businesses, including credit and debit card-based processing services and transaction processing through the ACH network. Its ACH processing services enable merchants or businesses to both disburse and collect funds electronically using e-checks to transfer funds instead of traditional paper checks. The Company provides prepaid card processing services for merchants and consumers through its subsidiary, FiCentive, Inc.