IPSI 8-K
Innovative Payment Solutions, Inc. (IPSI)
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):
(Exact name of registrant as specified in its charter)
| State of Incorporation | Commission File Number | IRS Employer Identification No. |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12(b) 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: None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 21, 2026, Innovative Payment Solutions, Inc. (the “Company”) filed an Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada. The Amended to the Articles were approved by majority written consent of the shareholders in accordance with the Nevada Revised Statutes and became effective upon filing.
The Amended Articles of Incorporation
| ● | An increase in the number of authorized shares of the Company’s common stock. |
A copy of the filed Restated Articles of Incorporation, as certified by the Nevada Secretary of State, is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended Articles of Incorporation of Innovative Payment Solutions, Inc., filed January 21, 2026, with the Nevada Secretary of State. | |
| 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 duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVATIVE PAYMENT SOLUTIONS, INC. | ||
| By: | /s/ William D. Corbett | |
| William D. Corbett | ||
| Chief Executive Officer and Chairman | ||
| Date: January 23, 2026 | ||
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Exhibit 3.1
Exhibit 3.1 Amended Articles of Incorporation of Innovative Payment Solutions, Inc. Filed with the Nevada Secretary of State on January 21, 2026
Business Number E0466592013 - 0 Filed in the Office of Filing Number 20265460428 Secretary of State State Of Nevada Filed On 1/21/2026 11:12:00 AM Number of Pages 3
01/ 21 / 2g26 1 2 : 29 775 322 Ei623 NEVADA AGENCV J01 North Carson Street Cerson City, kevsda 89701•4101 ProĞt Corporation: CertiĞcate of Amendment (eURSUANTTONRBY8.280 A 78483/78.390) Certifîcate to Accompany Restated Articles or Amended and Restated A )cI@Ğ (PUR6UAHT TO NR6 t8.403) Offlcer's Statement w Rs«aNTTONR680.D1O Effbct ve Data Time: (Opt \ onal) . Infermation Ba Chehgad: (Domestic cotporat one only) gnatu (Required) (must not be later than 60 days after Ihe oertifio8te te filad) Changes to takes tha following eflect: The entity name has been amended. The registered agent has been changed. (ettach Certificate of A coeptence from n6w Signature of Offioer or Auth reg/ste gant) The purpose of the entity has bean amended. The a u thorizedaharas have been amended, The directors, manager8 or general paMer8 have been amended. IRS tax language has been added. Artidaa have been added. Artlclee hava been deleted. The aitldes hgve baen amended aa follows: (provide aitide numbers, If available) The entity shall be authorized to issue 5,000,000,000... (continue) (attach additional paga(s) if necessary) Tltle 84/ 85 Signature of Officer or Authorized Signer Title ‘P sny proposed amendment would alter or change any preference or any relative or other right given to any dgBs or series af outstan d ingshares, then the amendment must be approved by the vote, in addition to the affirmative vote othenuise required, of the holders of shgres representing a mejority of tha voting powar of each class or series effected by the amendment ragardtess to Ilmltations or restrictions on tha voting power thereof. Please include sny requlred or optional informatio« in apece below: (attach addilJonal paga(s) if necsssvy) (five billion) shares of common stock, par value $0.0001 and 100.O00,OOO (one hundred million) shares of preferred stock, par value $0.0001. Thlş form mua ba accompaniad by appropriate faas. Pege 2 of 2 ReU4ed' 0/1/Z029
1: 12:1fl a.m.07 - 24 - Z0Z0 01/21/2026 12 : 2B 7753225623 Docuslgn Envelope ID:5E1O77AB - DBA4 - 40CB - 8 1 - AC1ED27EJ7BC NEVADA AGENCY BOARD OF DIRECTORS RESOLUTION INNOVATIVE PAYMENT SOLUTIONS, INC. Resolution Approving increase in Authorized Cdmmon Stock Pursuant to Board Authority Undar Articles of Incorpor6tlpn WHEREAS, Innovative Payment Gotuttona, Inc. (the”Company")isa Nevada corporation whose Amended and Restated Articles of Incorporation axpreaaly grant the Board of Dlractora the authority to amend the Articles to increase tha number of authorized shares of common stock without further stockholder approved; and WHEREAS. the COfTipeny ia Gurrently authorized to issue1,500,000,000 aharea of common stock, par value $D&01 per share; and WHEREAS, the Board of Directors haa d eterminedthat it is advisable and In the Deat interests of the Company to increase the number of authorized aharea of common stock toprovide ffaxibitity for future financings, strategic tranaactions, acquisitions, equity incentives, conversions of outstanding securit’ies. 8nd other lawful corporate purposes; NOW, THEREFORE, BE IT RESOLVED, tha pursuant \ o the authority granted to tha Board of Directors under the Company's Articles of Incorporation and applicab \ s provisions of the Navada Revised Statutaa, the Board hereby epproves an increase in the Company'g authorized common stock from 1,50Q,O00,000 ahares to5,000,000.000 shares, per vatue 1 pe fiere: and FURTHER RESOLVEO, that the Bogrd hereby approves and adopts an Amendment to the Articles of Incorporation to reflect the foregolng increase in authorized common stock; and FURTHER RESOLVED, th 8 t the officers of tha Company are heraby authorized and directed, singly or jointly, to execute and fila a Certiticata of Amendment with the Nevada secretary of state and to take az}y and all actions necessary of appropriate to carry out the intent of these resolutions : and FURTI•IER RESOLVED, that all prior gctlons tgken by the officers or directors of the Company consistent with thesa resolutions are hereby raifled, confirmed, and approved In all respects. Adopted by the Board of Dlractors PAGE 05/ 05 1/14/2026 Data: Director •lgnaturas A•••sh«•at«: Wllllam D. Corbett 1/14/2026 Madison Butler 1/14/2026 1/14/202B