TORONTO, March 28,
2024 /PRNewswire/ - Payfare Inc. ("Payfare" or the
"Company") (TSX: PAY) (OTCQX: PYFRF) today announces that,
as a result of delay by one of the Company's material vendors in
completing its annual System and Organization Controls ("SOC
1") auditor's report, which report is required in order for the
Company's auditors to issue their opinion with respect to the
Company's audited annual financial statements, the Company will not
be able to file its audited annual financial statements, the
related management's discussion and analysis, and the accompanying
chief executive officer and chief financial officer certification
for its financial year ended December 31,
2023 (the "Annual Filings"), within 90 days of
December 31, 2023, as required under
Parts 4 and 5 of National Instrument 51-102 – Continuous
Disclosure Obligations and National Instrument 52-109 –
Certification of Disclosure in Issuers' Annual and Interim
Filings. As a result, the Company will also be required
to delay filing of its Annual Information Form for the year ended
December 31, 2023 (the
"AIF").
Payfare reaffirms its previously issued fourth quarter and full
year 2023 guidance on its revenues and earnings and reiterates that
the delay in receiving the SOC 1 report from the vendor has no
impact on the Company's financial outlook.
The Company made an application to the Ontario Securities
Commission (the "OSC"), as its principal regulator, under
National Policy 12-203 – Cease Trade Orders for Continuous
Disclosure Defaults ("NP 12-203") requesting that a
management cease trade order ("MCTO") be imposed in respect
of the late filing of the Annual Filings. If the MCTO is granted,
the MCTO will at minimum prohibit the chief executive officer and
the chief financial officer from trading in securities of the
Company for so long as the Annual Filings are not filed. The MCTO
does not affect the ability of shareholders who are not insiders of
the Company to trade their securities of the Company.
The Company has the necessary financial and human resources to
remedy the default and expects to remedy the default by filing the
Annual Filings by April 12, 2024 and
will issue a news release announcing completion of filing of the
Annual Filings at such time as they are completed and filed. When
the filing date is definitively determined, the Company will
schedule a conference call to discuss the financial results and
host a live question and answer session with analysts.
Upon filing its Annual Filings, the Company will also file its
AIF.
The delay in the Annual Filings is due solely to the delay in
receiving the SOC 1 report from a vendor. The Company
confirms that there have been no material business developments or
other material information relating to its affairs as of the date
of this news release that have not been generally disclosed, and is
not subject to any insolvency proceedings.
Until the Company files the Annual Filings, it will comply with
the alternative information guidelines set out in NP 12-203,
including issuing bi-weekly default status reports by way of news
releases, which will be filed on SEDAR+.
About Payfare
Payfare is a global financial technology company powering
digital banking and instant payment solutions for today's gig
workforce. Payfare partners with leading platforms and
marketplaces, such as Uber, Lyft and DoorDash, to provide financial
health for their workforce.
Cautionary Statement Regarding
Forward Looking Information
Information and statements contained in this news release that
are not historical facts are "forward-looking information" within
the meaning of applicable securities legislation that involve risks
and uncertainties relating, but not limited, to Payfare's current
expectations, intentions, plans, and beliefs. Forward-looking
information can often be identified by forward-looking words such
as "anticipate", "believe", "expect", "goal", "plan", "target",
"intend", "estimate", "could", "should", "may" and "will" or the
negative of these terms or similar words suggesting future
outcomes, or other expectations, beliefs, plans, objectives,
assumptions, intentions or statements about future events or
performance. Examples of forward-looking information in this news
release include, without limitation: the timing of filing of
Payfare's Annual Filings, whether the MCTO will be granted by the
OSC, and whether Payfare will remedy the default by
April 12, 2024; the impact of the
MCTO on Payfare, its shareholders and directors; and Payfare's
compliance with NP 12-203. This forward-looking information is
based, in part, on assumptions and factors that may change or prove
to be incorrect, thus causing actual results, performance or
achievements to be materially different from those expressed or
implied by forward-looking information.
Security holders, potential security holders and other
prospective investors should be aware that these statements are
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those
suggested by the forward-looking statements. Such risks include the
factors discussed from time to time in Payfare's filings with the
Canadian Securities Authorities, copies of which can be found under
Payfare's profile on the SEDAR+ website at www.sedarplus.ca.
Security holders, potential security holders and other prospective
investors are cautioned not to place undue reliance on
forward-looking information. By its nature, forward-looking
information involves numerous assumptions, inherent risks and
uncertainties, both general and specific, that contribute to the
possibility that the predictions, forecasts, projections and
various future events will not occur. Payfare undertakes no
obligation to update publicly or otherwise revise any
forward-looking information whether as a result of new information,
future events or other such factors which affect this information,
except as required by law.
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SOURCE Payfare