Innovative Payment Solutions Secures $100K Loan, Issues 2M Shares

TL;DR

**IPSI just took on $100K debt and gave away 2M shares, watch for dilution!**

AI Summary

Innovative Payment Solutions, Inc. (IPSI) entered into a Promissory Note with an accredited investor on February 12, 2024, for a principal amount of $100,000. The note carries a 10% annual interest rate, maturing on August 12, 2024, and is convertible into IPSI common stock at $0.05 per share. Additionally, IPSI issued 2,000,000 shares of common stock as a commitment fee to the investor.

Why It Matters

This financing provides Innovative Payment Solutions with $100,000 in capital, but the issuance of 2,000,000 shares as a commitment fee and potential conversion of the note could lead to significant shareholder dilution.

Risk Assessment

Risk Level: medium — The issuance of 2,000,000 shares as a commitment fee and the convertible nature of the $100,000 note at a low price of $0.05 per share pose a significant risk of dilution for existing shareholders.

Key Numbers

• $100,000 — Promissory Note Principal (New financial obligation for Innovative Payment Solutions, Inc.)
• 2,000,000 shares — Commitment Fee Shares (Shares issued as a fee, potentially diluting existing shareholders.)
• 10% — Annual Interest Rate (Cost of the new financial obligation.)
• $0.05 — Conversion Price (Price at which the note can be converted into common stock, indicating potential dilution.)
• August 12, 2024 — Maturity Date (Deadline for repayment or conversion of the note.)

Key Players & Entities

• Innovative Payment Solutions, Inc. (company) — Registrant
• $100,000 (dollar_amount) — Principal amount of Promissory Note
• February 12, 2024 (date) — Date of Promissory Note
• August 12, 2024 (date) — Maturity date of Promissory Note
• 10% (dollar_amount) — Annual interest rate
• $0.05 (dollar_amount) — Conversion price per share
• 2,000,000 shares (dollar_amount) — Commitment fee in common stock

FAQ

Key Financial Figures

• $308,000 — r total gross proceeds of approximately $308,000. The offer and sale of the Notes was ex
• $0.345 — ommon Stock ") at a conversion price of $0.345 per share (as adjusted for stock splits
• $226,190 — unds to BZWR in the principal amount of $226,190, which includes an original issue disco
• $67,857 — des an original issue discount equal to $67,857, netting BZWR proceeds $158,333. The lo
• $158,333 — equal to $67,857, netting BZWR proceeds $158,333. The loan is memorialized by a secured
• $0.0036 — ommon stock of BZWR at a price equal to $0.0036 per share, subject to certain adjustmen

Filing Documents

• ea0200695-8k_innov.htm (8-K) — 37KB
• 0001213900-24-016929.txt ( ) — 205KB
• ipsi-20240212_lab.xml (EX-101.LAB) — 33KB
• ipsi-20240212_pre.xml (EX-101.PRE) — 22KB
• ipsi-20240212.xsd (EX-101.SCH) — 3KB
• ea0200695-8k_innov_htm.xml (XML) — 3KB

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Between February 6 and February 21, 2024, Innovative Payment Solutions, Inc. (the " Company " or " IPSI ") entered into Securities Purchase Agreements pursuant to which the Company issued convertible promissory notes (the " Notes ") to four (4) accredited investment entities for total gross proceeds of approximately $308,000. The offer and sale of the Notes was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Notes are unsecured, mature 12 months from issuance, bear interest at a rate of 8% per annum, and are convertible into shares of common stock of the Company (the " Common Stock ") at a conversion price of $0.345 per share (as adjusted for stock splits, stock combinations, and similar events). The Notes may be prepaid at any time without penalty. The Note contains customary events of default. The Company is under no obligation to register the shares of Common Stock underlying the Notes for public resale.

01 Other Information

Item 8.01 Other Information. Non-Binding Letter of Intent with Business Warrior Overview and Cautionary On February 13, 2024, the Company signed an amended and restated non-binding letter of intent (the " LOI ") with Business Warrior Corporation, a Wyoming corporation (" BZWR "), pursuant to which the Company would acquire BZWR on the general terms described below (the " Proposed Transaction "). Readers are cautioned that the LOI is intended to express only a mutual indication of interest by IPSI and BZWR in the Proposed Transaction, and neither IPSI nor BZWR shall have any legal obligation of any kind with respect to the Proposed Transaction unless and until binding definitive agreements with respect to the Proposed Transaction are executed. Moreover, the Proposed Transaction, assuming definitive agreements are even executed, would be subject to the approval of the stockholders of both IPSI and BZWR and the satisfaction of other conditions to closing, of which no assurances can be given. Therefore, there is a material risk that the Proposed Transaction may not reach the stage of definitive agreements or may not ultimately be consummated for any number of reasons. Purpose of the Proposed Transaction Headquartered in Las Vegas, Nevada, 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. The Company believes that a potential combination with a fintech company that generates some revenue monthly would complement the development and commercial launch of the Company's IPSIPay Express TM products and potentially other product offerings. IPSIPay Express (which takes the form of a joint venture of which the Company currently owns 22%) was formed in June 2023 to develop and launch a proprietary consumer to merchant real-time payment platform called Instant-Settlement in RealTime as well as to provide traditional credit card

SIGNATURES

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: February 26, 2024 By: /s/ William D. Corbett Name: William D. Corbett Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR