8-K
Paysign, Inc. (PAYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2022
PAYSIGN,
INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38623 | 95-4550154 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) |
2615 St. Rose Parkway
Henderson, Nevada 89052
(Address of principal executive offices) (Zip Code)
(702) 453-2221
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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 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-4c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | PAYS | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
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 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Daniel H. Spence
Mr. Daniel H. Spence resigned as a member of the Board of Directors (the “Board”) of Paysign, Inc. (the “Company”), effective August 8, 2022. Mr. Spence effected his resignation pursuant to the letter attached hereto as Exhibit 17.1. Mr. Spence’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment of Matt Lanford
Effective August 8, 2022, the Board appointed Matt Lanford as a director of the Company. Mr. Lanford has served as the Company’s President and Chief Operating Officer since February 2021 and was previously the Company’s Chief Product Officer. Mr. Lanford will be a non-independent member of the Board. As an employee director, we do not anticipate that Mr. Lanford will serve on any of the committees of the Board. Other than with respect to the terms of his employment as President and Chief Operating Officer of the Company, there are no other arrangements or understandings pursuant to which Mr. Lanford was selected as a director. There are no related party transactions between the Company and Mr. Lanford reportable under Item 404(a) of Regulation S-K. Mr. Lanford has no family relationship with any director or executive officer of the Company.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on August 9, 2022, announcing Mr. Spence’s resignation from the Board and Mr. Lanford’s appointment to the Board. A copy of the press release is attached to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 17.1 | Resignation Letter dated August 8, 2022 from Daniel H. Spence |
| 99.1 | Press Release dated August 9, 2022 |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
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.
| PAYSIGN, INC. | |
|---|---|
| Date: August 9,<br> 2022 | By: /s/ Mark Newcomer |
| Mark Newcomer, Chief Executive Officer |
| 3 |
| --- |
Exhibit 17.1
Exhibit 99.1
Paysign Announces Changes to the Board of Directors
Daniel Spence Resigns from Board and is Replacedby Matthew Lanford
**HENDERSON, Nev. – August 9, 2022 – (Business Wire) –**Paysign, Inc. (NASDAQ: PAYS), a leading provider of prepaid card programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing, announced today that Daniel H. Spence, co-founder and member of the Paysign Board of Directors, has tendered his resignation as a member of the board, effective August 8, 2022.
The company also announced today that Matthew Lanford, President and COO, has been appointed as a member of the board, replacing Mr. Spence. “Along with the rest of the board, I am confident that Matt is a great choice to succeed Dan as a member of our board,” said Mark Newcomer, Paysign CEO. “He has been in the payments industry more than 30 years and his experience with the company will add valuable insight to the Board. We would like to thank Dan for his many contributions to the company over the past 21 years and wish him the best in his future endeavors.”
About Paysign
Paysign, Inc. (NASDAQ: PAYS) is a leading provider of prepaid card programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing designed for businesses, consumers and government institutions. Founded in 2001 and headquartered in southern Nevada, the company creates customized, innovative payment solutions for clients across all industries, including pharmaceutical, healthcare, hospitality and retail. Built on the foundation of a reliable payments platform, Paysign’s end-to-end technologies securely enable digital financial services and facilitate the distribution of funds for donor compensation, copay assistance, payroll, customer incentives, employee rewards, travel expenses, per diem, reimbursements, rebates and countless other exchanges of value. Paysign’s solutions lower costs, streamline operations and improve customer, employee and partner loyalty. To learn more, visit paysign.com.
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Contacts:
Paysign Media Relations
Alicia Ches
Director, Marketing
702.749.7257
pr@paysign.com