false 0001088034 0001088034 2024-01-26 2024-01-26
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):  January 26, 2024
 
USIO, INC.
(Exact name of registrant as specified in its charter)
Nevada
  
000-30152   
  
98-0190072
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
 
3611 Paesanos Parkway, Suite 300, San Antonio, TX
  
78231
(Address of principal executive offices)
  
(Zip Code)
 
(210) 249-4100
(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 (see General Instruction A.2. below):
 
☐
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:
 
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
USIO
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(c)  On January 26, 2024, Michael White was appointed as Senior Vice President, Chief Accounting Officer of Usio, Inc. (the “Company”) as well as the principal accounting and financial officer of the Company for purposes of the Securities Exchange Act of 1934, as amended, effective February 1, 2024.
 
Mr. White, age 27, has been employed by the Company since September 2020. Prior to his appointment as Chief Accounting Officer, Mr. White was an accounting analyst from September 2020 to August 2021, Assistant Controller from August 2021 to April 2022 and Vice President, Controller from April 2022 until his appointment as Chief Accounting Officer in January 2024. Prior to his employment with the Company, from May 2016 to September 2020, Mr. White was an Accounting Associate with EPIcenter, an energy startup founded by the Board of Directors of CPS Energy, Itron, Landis+Gyr, and OCI Solar. In this position, Mr. White, EPIcenter’s first financial employee, helped establish an accounting system utilizing software to automate accounting tasks; presented financial statements to the Board of Directors; managed application and reporting processes for multiple government energy grant programs; managed annual audit and tax filing procedures; and established compliance with policies and procedures, as well as determined effectiveness of internal controls.
 
Mr. White’s annual salary will be $180,000, effective February 1, 2024. Mr. White will also be eligible for grants of awards under the Company’s equity incentive programs and annual bonus plans as well as other employment benefits for which all employees of the Company are eligible.
 
In addition, Houston Frost, the Company’s Senior Vice President, Corporate Development and Prepaid Services, was promoted to Senior Vice President, Chief Product Officer, In connection with this promotion, the Compensation Committee approved a base salary of $240,000 per annum for Mr. Frost, effective February 1, 2024. Mr. Frost will also be eligible for grants of awards under the Company’s equity incentive programs and annual bonus plans as well as other employment benefits for which all employees of the Company are eligible. Mr.  Frost was also appointed as the Company’s Chief Product Officer. 
 
(e)  On January 26, 2024, the Compensation Committee of the Board of Directors of the Company approved an annual base salary for Louis Hoch, the Chairman of the Board, President and Chief Executive Officer of the Company, of $800,000, effective February 1, 2024. Mr. Hoch will also be eligible for grants of awards under the Company’s equity incentive programs and annual bonus plans as well as other employment benefits for which all employees of the Company are eligible.
 
Item 9.01
Financial Statements and Exhibits.
   
10.1 Ninth Amendment to Employment Agreement Dated to be effective as of February 1, 2024 by and between the Company and Louis A. Hoch
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
SIGNATURE
 
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.
 
Date: February 1, 2024
USIO, INC.
 
By:    /s/ Louis A. Hoch
Name:     Louis A. Hoch
Title: Chief Executive Officer and President
 
 

Exhibit 10.1

 

 

 

 

Nineth Amendment to Employment Agreement

 

This Nineth Amendment (“Nineth 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 February  2024, 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 Nineth 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 Nineth 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 Nineth 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:

 

 

 

a.

SCHEDULE 4(a)(i)  of the Agreement is hereby replaced in its entirety with:

 

 

“$800,000 per annum.”

 

 

6.   This Nineth Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.

 

 

[Signature Page follows.]

 

 

1
 

 

 

 

 

 

 

 

In witness thereof, the parties hereto have caused this Nineth Amendment to the Agreement to be executed on the day and year first above written.

 

 

Usio, Inc.

Executive
 

By: /s/ Louis Hoch

By: /s/ Michelle Miller    

Name: Louis A. Hoch

Name: Michelle Miller       

  

Title: Chairperson of the

  

Compensation Committee

  

 

 

 

2
 
v3.24.0.1
Document And Entity Information
Jan. 26, 2024
Document Information [Line Items]  
Entity, Registrant Name USIO, INC.
Document, Type 8-K
Document, Period End Date Jan. 26, 2024
Entity, Incorporation, State or Country Code NV
Entity, File Number 000-30152
Entity, Tax Identification Number 98-0190072
Entity, Address, Address Line One 3611 Paesanos Parkway, Suite 300
Entity, Address, City or Town San Antonio
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 78231
City Area Code 210
Local Phone Number 249-4100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol USIO
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001088034
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