Usio, Inc 8-K/A, filed Mar 11, 2025
Usio, Inc. (USIO)
About this 8-K/A
Usio, Inc filed this 8-K/A on March 11, 2025, reporting on events of March 3, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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The
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Financial Statements and Exhibits.
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| 10.1 | Tenth Amendment to Employment Agreement Dated to be effective as of March 1, 2025 by and between the Company and Louis A. Hoch |
| 10.2 | First Amendment to Employment Agreement Dated to be effective as of March 1, 2025 by and between the Company and Greg Carter |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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| Date: March 11, 2025 |
USIO, INC.
By: /s/ Louis A. Hoch
Name: Louis A. Hoch
Title: Chief Executive Officer and President
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Exhibit 10.1
Tenth Amendment to Employment Agreement
This Tenth Amendment (“Tenth Amendment”), to the Employment Agreement (the “Agreement”) dated February 27, 2007 between Usio, Inc. fka Payment Data Systems, Inc (“PDS”) and Louis A. Hoch (“Executive”) is entered into this 1st day of March 2025, and is made part of the Agreement which is hereby amended as follows:
1. Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.
2. Entire Agreement. Except as expressly modified by this Tenth Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of PDS and Executive.
3. Successors and Assigns. This Tenth Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.
4. Section References. Section titles and references used in this Tenth Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.
5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:
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a. |
SCHEDULE 4(a)(i) of the Agreement is hereby replaced in its entirety with: |
“$900,000 per annum.”
6. This Tenth Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.
[Signature Page follows.]
In witness thereof, the parties hereto have caused this Tenth Amendment to the Agreement to be executed on the day and year first above written.
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Usio, Inc. |
Executive |
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By: /s/ Michelle Miller |
By: /s/ Louis Hoch |
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Name: Michelle Miller |
Name: Louis A. Hoch |
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Title: Chairperson of the |
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Compensation Committee |
Exhibit 10.2
First Amendment to Employment Agreement
This First Amendment (“First Amendment”), to the Employment Agreement (the “Agreement”) dated February 17, 2023 between Usio, Inc. (“Company”) and Greg Carter (“Executive”) is entered into this 1st day of March 2025, and is made part of the Agreement which is hereby amended as follows:
1. Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.
2. Entire Agreement. Except as expressly modified by this First Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding and enforceable obligations of Company and Executive.
3. Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.
4. Section References. Section titles and references used in this First Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.
5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:
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a. |
SCHEDULE 4(a) of the Agreement is hereby replaced in its entirety with: |
Base Salary: $300,000 per annum
Override/Commissions: 10% override to be paid quarterly and calculated against the actual cash commissions paid to salespersons under direct management of Employee and for only commissions paid on products and services related to “Payment Acceptance”.
The Employee will be allowed to participate in any future stock options or stock grants as
approved and calculated by the Company’s executive compensation committee and/or CEO.
6. This First Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.
[Signature Page follows.]
In witness thereof, the parties hereto have caused this Tenth Amendment to the Agreement to be executed on the day and year first above written.
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Usio, Inc. |
Executive |
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By: /s/ Michelle Miller |
By: /s/ Greg Carter |
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Name: Michelle Miller |
Name: Greg Carter |
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Title: Chairperson of the |
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Compensation Committee |