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 or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) |
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 5.08 Shareholder Director Nominations.
The Board of Directors of Paysign, Inc. (the “Company”) has determined that the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) will be held on December 16, 2022. This is a new date for the meeting, as the Company decided to hold it on December 16, 2022 rather than the previously announced date of October 28. Stockholders of record at the close of business on October 21, 2022, and only such stockholders, will be entitled to notice of and to vote at the 2022 Annual Meeting. The time and location of the Annual Meeting will be set forth in the Company’s definitive proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”).
Because the date of the 2022 Annual Meeting differs by more than thirty days from the anniversary date of the Company’s 2021 annual meeting of stockholders, which was held on August 5, 2021, the deadline for submission of any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the deadlines for any stockholder to submit a nominee to serve as director pursuant to Rule 14a-18, or to submit a proposal to be considered at the meeting or for inclusion in the Company’s proxy materials outside of Rule 14a-8, as set forth in the Company’s 2021 proxy statement, filed with the SEC on June 23, 2021 (the "2021 Proxy Statement"), no longer apply. Pursuant to Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadlines for such proposals by means of this report.
Stockholders of the Company who wish to have a proposal, including nominations of persons for election to the Board of Directors, considered for inclusion in the Company’s proxy materials for the 2022 Annual Meeting must ensure that such proposal is received by, on or before the close of business on October 28, 2021, which date the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials, and which complies with the requirements of the Company’s bylaws (the “Bylaws”). To be eligible for inclusion in the proxy materials for the 2022 Annual Meeting, any such proposal must also meet the requirements set forth in the rules and regulations of the SEC and in the Bylaws, including those described in the sections titled “Director Nomination Process” and “How and when may I submit a stockholder proposal for next year’s annual meeting?” in the 2021 Proxy Statement.
Proposals and notices must be in writing and received by the Company’s Secretary, Robert Strobo, addressed to: Paysign, Inc. Board of Directors, Attn: Secretary, 2615 St. Rose Parkway, Henderson, Nevada 89052.
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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.
|
PAYSIGN, INC.
| |
| Date: October 18, 2022 | By: /s/ Mark Newcomer |
| Mark Newcomer, Chief Executive Officer |
| 3 |
Cover |
Oct. 18, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 18, 2022 |
| Entity File Number | 001-38623 |
| Entity Registrant Name | PAYSIGN, INC. |
| Entity Central Index Key | 0001496443 |
| Entity Tax Identification Number | 95-4550154 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 2615 St. Rose Parkway |
| Entity Address, City or Town | Henderson |
| Entity Address, State or Province | NV |
| Entity Address, Postal Zip Code | 89052 |
| City Area Code | (702) |
| Local Phone Number | 453-2221 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value per share |
| Trading Symbol | PAYS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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