What changed in this filing

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Item 5. Other Information

2021-05-13 compared with 2020-11-12 · 24 added, 32 removed, 86 unchanged (39% of the section changed)

OTHER INFORMATION.

As approved by our Compensation Committee, on November 1, 2020, we issued 136,891 shares of common stock to Mr.

Louis Hoch, our Chief Executive Officer, valued at $216,000 at the closing price of $1.5779 per share from October 15, 2020 in satisfaction of the terms of the additional bonus of the employment agreement.

As part of the transaction, on November 1, 2020, we repurchased 54,756 shares from Mr.

Hoch to cover withholding taxes due.

On April 18, 2021, our Compensation Committee approved an amendment to the employment agreement with Louis Hoch, our Chief Executive Officer.

Under the terms of the amendment, Mr.

Hoch's annual base salary increases from $350,000 to $566,000 beginning April 18, 2021.

Hoch's entitlement to an annual bonus of $216,000 per year was cancelled as a result of the base salary increase.

The Compensation Committee also approved a change of the term of the employment agreement of Tom Jewell, our Chief Financial Officer, from one to two years with a renewal of one-year increments.

The committee further approved the payout of one additional year of Mr.

Jewell's base salary upon a change of control in addition to what he was already entitled to under the employment agreement.

Amended and Restated Articles of Incorporation (included as exhibit 3.1 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).

3 unchanged sentences

Amended and Restated By-laws (included as exhibit 3.2 to the Form 10-KSB filed March 31, 2006, and incorporated herein by reference).

Amendment to the Amended and Restated By-laws (included as exhibit A to Schedule 14C filed April 18, 2007, and incorporated herein by reference).

Employment Agreement between the Company and Michael R.

23 unchanged sentences

Bank Sponsorship Agreement between the Company and Metropolitan Commercial Bank, dated December 11, 2014 (included as exhibit 10.26 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).

Independent Director Agreement, dated April 24, 2015, by and between Payment Data Systems, Inc.

and Miguel A.

Chapa (included as exhibit 10.29 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).

Fifth Amendment to Employment Agreement between the Company and Michael R.

7 unchanged sentences

Employment agreement between Tom Jewell and Payment Data Systems, Inc., dated January 6, 2017 (included as exhibit 10.1 to the Form 8-K filed January 6, 2017, and incorporated herein by reference).

Line of Credit Promissory Note, dated March 7, 2017, by and between Singular Payments, LLC, as Borrower and Payment Data Systems, Inc., as Lender (included as exhibit 10.1 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).

Security Agreement, dated March 7, 2017, by and between Singular Payments, LLC, as Debtor and Payment Data Systems, Inc., as Secured Party (included as exhibit 10.2 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).

Membership Interest Pledge Agreement, dated March 7, 2017, by and between Vaden Landers as Pledgor and Payment Data Systems, Inc.

(included as exhibit 10.3 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).

Guaranty Agreement, dated March 7, 2017, by and between Vaden Landers as Guarantor and Payment Data Systems, Inc.

(included as exhibit 10.4 to the Form 8-K filed March 13, 2017, and incorporated herein by reference).

Independent Director Agreement, dated May 5, 2017, by and between Payment Data Systems, Inc.

and Brad Rollins (included as exhibit 10.1 to the Form 8-K, filed May 11, 2017, and incorporated herein by reference).

Amendment No.

1 to Line of Credit Promissory Note, dated June 6, 2017, by and between Payment Data Systems, Inc.

and Singular Payments, LLC (included as exhibit 10.1 to the Form 8-K, filed June 8, 2017, and incorporated herein by reference).

First Amended and Restated Line of Credit Promissory Note, dated August 2, 2017, by and between Payment Data Systems, Inc.

and Singular Payments, LLC (included as exhibit 10.1 to the Form 8-K, filed August 7, 2017, and incorporated herein by reference).

Membership Interest Purchase Agreement, dated September 1, 2017, by and among Payment Data Systems, Inc., Singular Payments, LLC and Vaden Landers (included as exhibit 10.1 to the Form 8-K, filed September 8, 2017, and incorporated herein by reference).

3 unchanged sentences

and Tom Jewell (included as exhibit 10.1 to the Form 8-K, filed November 28, 2017, and incorporated herein by reference).

Placement Agency Agreement, dated December 21, 2017, by and between Payment Data Systems, Inc.

and Maxim Group, LLC (included as exhibit 10.1 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).

Share Purchase Agreement, dated December 21, 2017, by and among Payment Data Systems, Inc., CVI Investments, Inc., Hudson Bay Maser Fund Ltd., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P.

and Special Situations Cayman Fund, L.P.

(included as exhibit 10.2 to the Form 8-K, filed December 22, 2017, and incorporated herein by reference).

Settlement Agreement, dated December 7, 2017, by and among C2Go.

Inc., FiCentive, Inc.

and Mercury Investment Partners LLC (included as exhibit 10.42 to the Form 10-K, filed March 30, 2018, and incorporated herein by reference).

Lease Agreement dated February 9, 2018 between Payment Data Systems, Inc.

3 unchanged sentences

Second Amendment to Employment Agreement between the Company and Tom Jewell, dated November 28, 2018 (included as exhibit 10.1 go the Form 8-K filed November 28, 2018, and incorporated herein by reference).

Placement Agency Agreement between the Company and Maxim Group, LLC, dated February 12, 2019 (included as exhibit 10.1 to the Form 8-K filed February 13, 2019, and incorporated herein by reference).

Share Purchase Agreement among the Company, Sabby Healthcare Master Fund, Ltd.

and Sabby Volatility Warrant Master Fund, Ltd., dated February 12, 2019 (included as exhibit 10.2 to the Form 8-K filed February 13, 2019, and incorporated herein by reference).

Independent Director Agreement dated April 1, 2019, by and between Payment Data Systems, Inc.

4 unchanged sentences

2015 Equity Incentive Plan (included as Appendix B to the Definitive Proxy Statement filed June 5, 2015, and incorporated herein by reference).

Warrant Agreement between the Company and University FanCards, LLC dated August 21, 2018.

Warrant Agreement between the Company and University FanCards, LLC dated August 21, 2018 (included as exhibit 10.41 to the Form 10-Q filed on November 12, 2020, and incorporated herein by reference).

Independent Director Agreement dated August 29, 2020, by and between the Company and Ernesto Beyer (included as exhibit 10.1 to the Form 8-K filed on August 31, 2020, and incorporated herein by reference).

2 unchanged sentences

Third Amendment to the Employment Agreement between the Company and Tom Jewell, effective October 12, 2020 (included as exhibit 10.1 to the Form 8-K filed on October 28, 2020, and incorporated herein by reference).

Asset Purchase Agreement between the Company and Information Management Solutions, LLC dated December 15, 2020 (included as exhibit 10.2 to the Form 8-K filed on December 18, 2020, and incorporated herein by reference).

Warrant Agreement between the Company and Information Management Solutions, LLC dated December 15, 2020 (included as exhibit 10.2 to the Form 8-K filed on December 18, 2020, and incorporated herein by reference).

Lease agreement between Information Management Systems, LLC and Industrial Properties Corp.

dated June 16, 2011 (included as exhibit 10.40 to the Form 10-K filed on March 30, 2021, and incorporated herein by reference).

First amendment to lease between Information Management Systems, LLC and Industrial Properties Corp.

dated April 4, 2013 (included as exhibit 10.41 to the Form 10-K filed on March 30, 2021, and incorporated herein by reference).

Second amendment to lease between Information Management Systems, LLC and Industrial Properties Corp.

dated March 5, 2018 (included as exhibit 10.42 to the Form 10-K filed on March 30, 2021, and incorporated herein by reference).

Third amendment to lease between the Company as successor to Information Management Systems, LLC and ICON IPC TX Property Owner Pool 6 West/Southwest, LLC, dated December 22, 2020 (included as exhibit 10.43 to the Form 10-K filed on March 30, 2021, and incorporated herein by reference).

Lease agreement between the Company and Smartyfi, LLC for Austin offices dated January 1, 2021 (included as exhibit 10.44 to the Form 10-K filed on March 30, 2021, and incorporated herein by reference).

First amendment to lease between the Company and Paesanos Office Building, LLC for San Antonio offices dated March 15, 2021 (included as exhibit 10.45 to the Form 10-K filed on March 30, 2021, and incorporated herein by reference).

Seventh Amendment to Employment Agreement between Usio, Inc.

Hoch, dated April 18, 2021 (included as exhibit 10.1 to the Form 8-K filed on April 21, 2021, and incorporated herein by reference).

Fourth Amendment to Employment Agreement between Usio, Inc.

and Tom Jewell, dated April 18, 2021 (included as exhibit 10.2 to the Form 8-K filed on April 21, 2021, and incorporated herein by reference).

Code of Ethics (included as exhibit 14.1 to the Form 10-K filed March 30, 2004, and incorporated herein by reference).

17 unchanged sentences

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, thereunto duly authorized.

November 12, 2020

Chief Executive Officer

(Principal Executive Officer)

November 12, 2020

/s/ Tom Jewell

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information