Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported by Innovative Payment Solutions, Inc. (the "Company"),
the Company entered into separate Securities Purchase Agreements, each dated
February 16, 2021, with each of Cavalry Fund I LP ("Cavalry") and Mercer Street
Global Opportunity Fund, LLC ("Mercer"), pursuant to which the Company received
$500,500 and $500,500 from Cavalry and Mercer, respectively, in exchange for the
issuance of: (i) Original Issue Discount 12.5% Convertible Notes (the "Notes"
and each a "Note") in the principal amount of $572,000 to each of Cavalry and
Mercer; and (ii) five-year warrants (the "Original Warrants") issued to each of
Cavalry and Mercer to purchase 2,486,957 shares of the Company's common stock at
an exercise price of $0.24 per share.
Also as previously reported, on February 3, 2022, the Company extended its
indebtedness to each of Cavalry and Mercer from February 16, 2022 to August 16,
2022 in consideration of increasing the principal amount outstanding and due to
Cavalry and Mercer under their respective Notes by ten percent (10%).
On August 30, 2022, the Company again extended its indebtedness to each of
Cavalry and Mercer from August 16, 2022 to November 16, 2022 in consideration of
(i) increasing the principal amount outstanding and due to Cavalry and Mercer
under their respective Notes by twenty percent (20%) and (ii) issuing to each of
Cavalry and Mercer a new five-year warrant (each, an "Extension Warrant") to
purchase an additional 3,000,000 shares of Company common stock at an exercise
price of $0.15 per share. The Extension Warrant contains the same terms and
provisions in all material respects as the Original Warrants, except for
difference in exercise price.
The aggregate principal amount of each of the Cavalry Note and the Mercer Note
after such extension is $1,091,754.13.
The agreement of extension between the Company and each of Cavalry and Mercer
are filed as Exhibits 4.1 and 4.2 hereto, respectively. The form of Extension
Warrant is filed as Exhibit 4.3 hereto. The foregoing description of the terms
and provisions of the agreements of extension and the Extension Warrant is a
summary only and does not purport to be complete and, is qualified in its
entirety by reference to the full text of such documents, which text is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Exhibits
4.1 Extension Letter Agreement with Cavalry Fund I LP, dated August 30,
2022.
4.2 Extension Letter Agreement with Mercer Street Global Opportunity
Fund, LLC, dated August 30, 2022.
4.3 Form of Extension Warrant, dated August 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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