8-K
UPAY (UPYY)
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549
FORM
8- K
CURRENT
REPORT
Pursuant
to
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
Date
of
Report
(Date
of
earliest
event
reported):
September 19 2023
UPAY,
INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-<br>55747 | 37-<br>1793622 |
|---|---|
| (Commission File <br>Number) | (IRS<br><br>Employer Identification <br>No.) |
| 3010<br><br>LBJ<br><br>Highway,<br><br>12th<br><br><br>Floor | |
| --- | --- |
| Dallas,<br><br><br>Texas | 75234 |
| (Address of Principal Executive <br>Offices) | (Zip <br>Code) |
(972)
888- 6052
(Registrant’s
Telephone
Number,
Including
Area
Code)
Not
applicable
(Former Name or Former Address, if Changed Since Last Report)
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-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
| Title<br><br>of<br><br>each<br>class | Trading<br><br><br>Symbol(s) | Name of each exchange on which <br>registered |
|---|
Indicate
by
check
mark
whether
the
registrant
is
an
emerging
growth
company
as
defined
in
Rule
405
of
the
Securities
Act
of
1933
(17
CFR §230.405)
or
Rule
12b-2
of
the
Securities
Exchange
Act
of
1934
(17
CFR
§240.12b-2).
Emerging
growth
company
x
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.
¨
UPAY,
Inc.
is
referred
to
herein
as
“we”,
“us”
or
“our”
or
“UPAY”.
ITEM 8.01. OTHER EVENTS
On September
1 9 , 2023, we will be publishing a press release titled “UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche.”
The information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be
“
filed
”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (
“
Exchange Act
”
), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Press Release dated 9/19/23 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| UPAY,<br><br><br><br>INC. | ||
| --- | --- | --- |
| Date: September 1<br>9<br>, 2023 | By: | /s/ Jaco<br><br><br>Folscher |
| Name: | Jaco <br>Folscher | |
| Title: | Chief<br><br>Executive<br><br><br>Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche
Dallas, Texas 9/19/2023 – (GLOBE NEWSWIRE) -- UPAY Inc.(“UPAY” or the “Corporation” or the “Company”) (OTCQB: UPYY)
UPAY Inc., a leading player in the fintech industry, is pleased to announce the successful conclusion of negotiations to repurchase all the remaining shares from former Director and CEO, Wouter A Fouche. This strategic move reflects UPAY's commitment to optimizing shareholder value and strengthening its corporate structure.
Over the last few months, UPAY has been engaged in negotiations with Wouter A Fouche to repurchase all the shares he still held in the Company. The buyback involved over 2 million shares at an amount that both parties deemed fair and mutually beneficial.
UPAY Inc. has consistently been committed to optimizing shareholder value, and this share buyback is a testament to that commitment.
"We appreciate the contributions of Mr. Fouche during his tenure as Director and CEO and we respect his decision to sell back his shares. This strategic move allows UPAY to streamline its ownership structure to align with our vision for the future," stated Jacob C Fölscher, CEO of UPAY Inc.
This transaction marks a significant milestone in UPAY's journey as it continues to innovate and grow within the fintech landscape. The Company remains committed to delivering innovative financial solutions to its clients and creating value for its shareholders.
This strategic initiative has resulted in the reduction of outstanding UPAY shares to just 15,508,544, out of the 100,000,000 authorized shares with a public float of only 1,606,878 shares.
This milestone highlights UPAY's prudent financial management and its unwavering commitment to delivering value to its shareholders. It serves as a testament to the Company's long-term vision and its strategic efforts to strengthen its position in the market.
About UPAY Inc.:
UPAY Inc. is a forward-thinking US public company with fintech and other industry related holdings, dedicated to providing cutting-edge financial solutions to its clients. With a focus on innovation and user-centric design, UPAY remains on the bleeding edge of innovation.
For media inquiries, please contact:
CONTACT INFORMATION
UPAY INC.
info@upaytechnology.com
CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
The information contained in this publication does not constitute an offer to sell or solicit an offer to buy securities of UPAY, Inc. (the “Company”). This publication contains forward-looking statements, which are not guarantees of future performance and may involve subjective judgment and analysis. The information provided herein is believed to be accurate and reliable, however the Company makes no representations or warranties, expressed or implied, as to its accuracy or completeness. The Company has no obligation to provide the recipient with additional updated information. No information in this publication should be interpreted as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.
