Form 8-K - Current report

 

 

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):

September 19 2023

 

UPAY,

INC.

(Exact Name of Registrant as Specified in Its

Charter)

 

Nevada

(State or Other Jurisdiction of

Incorporation)

 

000- 55747	37- 1793622
(Commission File Number)	(IRS Employer Identification No.)

 

3010 LBJ Highway, 12th Floor
Dallas, Texas	75234
(Address of Principal Executive Offices)	(Zip Code)

 

(972)

888-

6052

(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:

 

¨

   

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: None

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

(17

CFR

§230.405)

or

Rule

12b-2

of

the

Securities

Exchange

Act

of

1934

(17

CFR

§240.12b-2).

Emerging

growth

company

x

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.

¨

 

 

 

UPAY,

Inc.

is

referred

to

herein

as

“we”,

“us”

or

“our”

or

“UPAY”.

 

ITEM 8.01. OTHER EVENTS

 

On

September

1

9

, 2023, we will be publishing a press release titled “UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche.”

 

The information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be

“

filed

”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (

“

Exchange Act

”

), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit No.		Description
99.1		Press Release dated 9/19/23
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

	UPAY, INC.
Date: September 1 9 , 2023	By:	/s/ Jaco Folscher
	Name:	Jaco Folscher
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche

Dallas, Texas 9/19/2023 – (GLOBE NEWSWIRE) -- UPAY Inc. (“UPAY” or the “Corporation” or the “Company”) (OTCQB: UPYY) 

 

UPAY Inc., a leading player in the fintech industry, is pleased to announce the successful conclusion of negotiations to repurchase all the remaining shares from former Director and CEO, Wouter A Fouche. This strategic move reflects UPAY's commitment to optimizing shareholder value and strengthening its corporate structure.

 

Over the last few months, UPAY has been engaged in negotiations with Wouter A Fouche to repurchase all the shares he still held in the Company. The buyback involved over 2 million shares at an amount that both parties deemed fair and mutually beneficial.

 

UPAY Inc. has consistently been committed to optimizing shareholder value, and this share buyback is a testament to that commitment. 

 

"We appreciate the contributions of Mr. Fouche during his tenure as Director and CEO and we respect his decision to sell back his shares. This strategic move allows UPAY to streamline its ownership structure to align with our vision for the future," stated Jacob C Fölscher, CEO of UPAY Inc.

 

This transaction marks a significant milestone in UPAY's journey as it continues to innovate and grow within the fintech landscape. The Company remains committed to delivering innovative financial solutions to its clients and creating value for its shareholders.

 

This strategic initiative has resulted in the reduction of outstanding UPAY shares to just 15,508,544, out of the 100,000,000 authorized shares with a public float of only 1,606,878 shares. 

 

This milestone highlights UPAY's prudent financial management and its unwavering commitment to delivering value to its shareholders. It serves as a testament to the Company's long-term vision and its strategic efforts to strengthen its position in the market.

 

 

About UPAY Inc.:

UPAY Inc. is a forward-thinking US public company with fintech and other industry related holdings, dedicated to providing cutting-edge financial solutions to its clients. With a focus on innovation and user-centric design, UPAY remains on the bleeding edge of innovation.

For media inquiries, please contact:

CONTACT INFORMATION

UPAY INC.

[e-mail]

 

CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS

 

The information contained in this publication does not constitute an offer to sell or solicit an offer to buy securities of UPAY, Inc. (the “Company”). This publication contains forward-looking statements, which are not guarantees of future performance and may involve subjective judgment and analysis. The information provided herein is believed to be accurate and reliable, however the Company makes no representations or warranties, expressed or implied, as to its accuracy or completeness. The Company has no obligation to provide the recipient with additional updated information. No information in this publication should be interpreted as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.

Cover	Sep. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2023
Entity File Number	000-55747
Entity Registrant Name	UPAY, INC.
Entity Central Index Key	0001677897
Entity Tax Identification Number	37-1793622
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3010 LBJ Highway
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75234
City Area Code	972
Local Phone Number	888-6052
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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