Filed 2026-03-25 · Period ending 2025-12-31 · 43,442 words · SEC EDGAR
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# Paysign, Inc. (PAYS) — 10-K
**Filed:** 2026-03-25
**Period ending:** 2025-12-31
**Accession:** 0001683168-26-002180
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1496443/000168316826002180/)
**Origin leaf:** 0c620adfd1a05b8cd5d39364a6d54a1937049a11a8e6fa1b57fa1f70adce384b
**Words:** 43,442
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**Table of Contents
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D. C. 20549**
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**FORM 10-K**
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(Mark One)
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 001-38623
**PAYSIGN, INC.**
(Exact name of registrant as specified in its charter)
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Nevada |
95-4550154 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2615 St. Rose Parkway, Henderson, Nevada 89052
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including
area code: (702) 453-2221
Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | |
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Common Stock, $0.001 par value per share |
PAYS |
The Nasdaq Stock Market LLC | |
Securities registered under Section 12(g) of the
Exchange Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of large accelerated filer, accelerated filer, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer | |
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Non-accelerated filer |
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Smaller reporting company | |
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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.
Indicate by check mark whether the registrant
has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes No
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second
fiscal quarter: $276,377,168 based upon a market price of $7.20 per share.
Indicate the number of shares outstanding of each
of the registrants classes of common stock, as of the latest practicable date: 55,185,394 as of March 19, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive
Proxy Statement for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form
10-K where indicated. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrants
fiscal year ended December 31, 2025.
****
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**TABLE OF CONTENTS**
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PART I |
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1 | |
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ITEM 1 |
BUSINESS |
1 | |
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ITEM 1A. |
RISK FACTORS |
11 | |
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ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
21 | |
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ITEM 1C. |
CYBERSECURITY |
21 | |
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ITEM 2. |
PROPERTIES |
23 | |
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ITEM 3 |
LEGAL PROCEEDINGS |
24 | |
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ITEM 4. |
MINE SAFETY DISCLOSURE |
25 | |
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PART II |
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26 | |
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ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
26 | |
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ITEM 6. |
[RESERVED] |
27 | |
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ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
27 | |
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ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
36 | |
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ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
36 | |
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ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
37 | |
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ITEM 9A. |
CONTROLS AND PROCEDURES |
37 | |
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ITEM 9B. |
OTHER INFORMATION |
38 | |
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ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
38 | |
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PART III |
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39 | |
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
39 | |
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ITEM 11. |
EXECUTIVE COMPENSATION |
39 | |
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
39 | |
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
39 | |
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ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
39 | |
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PART IV |
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40 | |
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ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
40 | |
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ITEM 16 |
FORM 10-K SUMMARY |
41 | |
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SIGNATURES |
42 | |
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Cautionary Note Regarding Forward Looking Statements
This Annual Report on Form 10-K contains forward-looking
statements. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about
our business and our industry. Words such as believe, anticipate, expect, intend,
plan, propose, may, and other similar expressions identify forward-looking statements. In addition,
any statements that refer to expectations, projections, estimates, forecasts, or other characterizations of future events or circumstances
are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward-looking statements. You are cautioned not to place undue reliance on
these forward-looking statements, which relate only to events as of the date on which the statements are made. We undertake no obligation
to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. You should refer
to and carefully review the information in future documents we file with the Securities and Exchange Commission.
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**PART I**
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**ITEM 1. BUSINESS.**
**Overview**
Paysign, Inc. (the Company, Paysign,
we or our), headquartered in Nevada, was incorporated on August 24, 1995, and trades under the symbol PAYS
on The Nasdaq Stock Market LLC. We are a vertically integrated provider of prepaid card products and processing services for corporate,
consumer and government entities. Our payment solutions are utilized by our corporate customers as a means to increase customer loyalty,
increase patient adherence rates, reduce administration costs and streamline operations. We market our prepaid card solutions under our
Paysign brand. As we are a payment processor and prepaid card program manager, we derive our revenue from all stages of the prepaid
card lifecycle.
In addition to our payment solutions, we also
offer life science technology solutions targeting blood and plasma collection organizations. These software solutions are marketed under
the Apherion brand, and we derive our revenue from licensing, hosting and consulting fees.
We operate on a powerful, high-availability
payment solutions platform with cutting-edge fintech capabilities that can be seamlessly integrated with our clients systems. This
distinctive positioning allows us to provide end-to-end technologies that securely manage transaction processing, cardholder
enrollment, value loading, account management, data and analytics and customer service. Our architecture is known for its
cross-platform compatibility, flexibility, and scalability allowing our clients and partners to leverage these advantages
for cost savings and revenue opportunities.
Our suite of product offerings includes solutions
for corporate rewards, prepaid gift cards, general purpose reloadable debit cards, employee incentives, consumer rebates, donor compensation,
clinical trials, healthcare reimbursement payments and pharmaceutical payment assistance, demand deposit accounts accessible with a debit
card and software solutions targeting blood and plasma collection organizations. Our cards are sponsored by our issuing bank partners.
Our revenues include fees generated from cardholder
fees, interchange, card program management fees, transaction claims processing fees, breakage, and settlement income. Revenue from cardholder
fees, interchange, card program management fees and transaction claims processing fees is recorded when the performance obligation is
fulfilled. Breakage is recorded ratably over the estimated card life based on historical redemption patterns, market-specific trends,
escheatment rules and existing economic conditions and relates solely to our open-loop gift card business which began at the end of 2022.
Settlement income is recorded at the expiration of the card or card program and relates primarily to our corporate incentive programs.
**
*What Are Prepaid Cards?*
**
A prepaid card is a payment product that is pre-funded
and not directly linked to an individual bank account. Prepaid cards are unlike debit cards that are attached to a personal or business
checking account and draw funds from that linked account or a credit card that draws funds from a line of credit.
Prepaid cards can either be open-loop, closed-loop,
or restricted-loop. Open-loop, or network-branded, prepaid cards carry an acceptance mark of a national or international payment network
such as Visa, Interlink, Plus, MasterCard, Maestro, Cirrus, Discover or Pulse and can be used anywhere that card brand is accepted. Closed-loop
prepaid cards can only be used at a specific merchant whose name is typically branded on the card and are most likely not network branded.
Restricted-loop prepaid cards may carry a network brand and can be used only at a specific group of non-affiliated merchant locations
such as a shopping mall or a specific merchant category.
Open-loop, and some restricted-loop, prepaid
cards are issued by a financial institution under a license of the payment network. Open-loop prepaid cards provide consumers, businesses
and governments with the efficiency, security and flexibility of digital payments reducing costs associated with handling cash, checks
and other paper-based payment processes, and provides the end user a payment product that is accessible and with global utility, convenient,
safer than cash, can be used as a budgeting tool and contains protections against fraud and theft.
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The prepaid market continues to experience significant
growth due to consumers, corporations and governments embracing improved technology, greater convenience, more product choices and greater
flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for certain segments of the population,
particularly those without, or who could not qualify for, a checking or savings account.
Javelin Advisory Services 22nd Annual U.S. Open-Loop
Prepaid Card Market Forecast, 2025-2029, shows that open-loop prepaid growth continues to demonstrate strong performance in both the short-term
and long-term. The forecast is led by robust anticipated growth in the cash access market, which remains the largest open-loop segment.
Javelin predicts an 8% compound annual growth rate (CAGR) from 2025 through 2029, with total open-loop loads projected to reach approximately
$450 billion by 2029. The cash access category alone is expected to grow at a 9% CAGR, reaching $350 billion by 2026.
Consumers, both banked and unbanked,
continue to increase their use of prepaid cards such as general purpose reloadable ("GPR") cards to conduct day-to-day
financial transactions including paying bills, depositing checks, and receiving direct deposits. According to Javelin's 2025 North
American Payments Insights survey, the use of open-loop reloadable cards grew significantly from 20% in 2024 to 27% in 2025.
Consumer sentiment research highlights strong purchase intent, with 35% of users reporting they are more likely to purchase
reloadable prepaid cards in the next 12 months, and 42% indicating they will maintain their current purchase levels. The research
also shows that 56% of GPR card users are likely to utilize these cards as budgeting tools in the coming year, demonstrating their
value beyond simple payment functionality.
*Common Examples of Prepaid Cards*
The prepaid card market is divided into three
macro categories based on who funds the card account. These categories are consumer-funded, corporate-funded and government-funded.
*Consumer-Funded Programs:* The consumer
prepaid category consists of products such as GPR cards, gift cards, travel money cards, and remittance/peer-to-peer (P2P)
cards.
General Purpose Reloadable Cards:
A type of prepaid card typically purchased by a consumer for his or her personal use to pay for purchases, pay bills and/or access
cash at ATMs. GPR cards may be purchased online and in retail locations from a variety of providers. Funds may be loaded onto the
card by direct deposit of wages or benefits or at retail locations offering prepaid card reload services.
Gift Cards*:* A non-reloadable
prepaid card that is purchased by a gift giver to be given to a gift recipient.
*Corporate-Funded Programs:* The corporate
prepaid category consists of products such as employee/partner incentives, consumer incentives, payroll, employee benefits, healthcare,
corporate expense and business travel, insurance claim disbursement, etc.
*Government-Funded Programs:* The government
prepaid category consists of products such as Social Security benefits, veterans benefits, disability benefits, pensions, unemployment
benefits, workers compensation, emergency disaster relief and child support disbursements.
**Our Products and Services**
As a payment processor and prepaid card
program manager, our payment solutions are utilized by our customers as a means to increase customer loyalty, increase brand
recognition and reward customers, agents and employees while reducing administration costs and streamlining operations. We manage all
aspects of the prepaid card lifecycle, from managing the card design and approval processes with partners and networks, to
production, packaging, distribution and personalization. We also oversee inventory and security controls, renewals, lost and stolen
card management and replacement. We employ a fully staffed, in-house customer service department which utilizes bilingual customer
service representatives, interactive voice response (IVR) and two-way short message service (SMS)
messaging and text alerts. As we do not have our own banking license to issue open-loop prepaid cards, our cards are offered to end
users through our relationships with bank issuers.
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As an end-to-end payment processor and prepaid
card program manager, we derive our revenue from all stages of the card lifecycle. These revenues can include fees from program set-up;
customization and development; data processing and report generation; card production and fulfillment; transaction fees derived from card
usage; inactivity fees; card replacement fees; program administration fees; breakage; and settlement income.
To date, we have issued millions of prepaid cards
under programs implemented for Fortune 500 companies, multinationals, as well as top pharmaceutical manufacturers, universities and social
media companies.
As of December 31, 2025, we had approximately
8.4 million cardholders participating in approximately 670 card programs.
In our early years of operations, we focused mainly
on providing co-pay assistance prepaid cards to the pharmaceutical industry. In 2011, we began marketing a corporate incentive prepaid
card-based payment solution targeting the plasma donation industry. More recently, having built the necessary infrastructure and added
essential staff, we have increased our focus and sales efforts on disbursement programs, corporate incentive and expense card programs,
as well as retargeting the pharmaceutical industry with patient affordability solutions such as co-pay assistance, buy and bill and other
prepaid programs designed to maximize patient enrollment, adherence and retention.
*The Paysign* *Brand*
In order to leverage the capabilities of the Paysign
platform and successfully expand our product offerings, we established the Paysign brand of prepaid cards and solutions. The Paysign brand
encompasses all of our current and future prepaid product offerings, including but not limited to, corporate incentives, healthcare related
payment solutions for clinical trials, donations and patient affordability solutions, payroll, disbursement payments, corporate expense
cards and solutions designed for the public sector as well as general purpose reloadable prepaid cards and prepaid gift cards. Paysign
is a registered trademark of the Company in the United States and other countries.
*Corporate Incentives*
Our Paysign corporate incentive cards offer businesses
a practical and contemporary way to reward and motivate existing and potential customers, employees, donors, patients, clinical trial
participants, sales professionals, agents and distributors. We develop incentive card programs, either traditional plastic or virtual,
that our customers use for a wide variety of applications, including but not limited to: consumer rebates for large purchases or frequent
buyers; trade incentives for third-party distributors; new product launches and commission based sales incentives; consumer promotions
such as automobile test drives; purchase incentives; loyalty rewards; compensation for the time and effort of donating; pharmaceutical
payment assistance; referral programs; event giveaways; and purchase incentives. The Paysign solution can be integrated into existing
payment management systems or act as a stand-alone solution. All Paysign cards are accepted anywhere Visa, Interlink, Plus, MasterCard,
Maestro, Cirrus, Discover and Pulse are accepted depending on the brands used on the card.
Key benefits of our corporate incentive cards
are:
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Reduced costs: Operating and administrative costs associated with processing traditional paper checks are reduced. | |
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Co-Branding: Our clients can promote their brands as the card can include the corporate sponsors logo. The card itself advertises the sponsors brand. | |
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Customization: Our Paysign platform allows for easy customization of our corporate incentive card products. For example, our clients can select merchants or merchant categories which dictate where the card will be accepted. Our clients can receive customized reports, track card usage and attach surveys to the activation process to gain market intelligence. | |
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Speed to Market:Our clients can get rewards and incentives to the intended recipients in a much quicker manner than traditional methods using our corporate incentive card products. | |
**
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*Per Diem/ Corporate Expense Payments*
Per Diem, Corporate Expense and Business Travel
Cards are reloadable prepaid cards that allows businesses, nonprofits and government agencies the ability to control employee spending
while reducing administration costs by eliminating the need for traditional expense reports. We are currently focusing on marketing these
card products to large corporations.
*Pharmaceutical Market*
Our Paysign solutions for the pharmaceutical industry
are a specialized, adjudicated solution that pays all or a portion of a patients out-of-pocket costs associated with a prescription
drug purchase. Funds are provided by the sponsoring pharmaceutical company for use at retail pharmacies, specialty pharmacies, hospitals,
doctors offices and clinics nationwide.
Our pharmaceutical solutions provide payment claims
processing and other administrative services for clients according to client benefit plan designs. Our offerings also allow clients to
directly manage more of their pharmacy benefits and include pharmacy claims adjudication, network and payment administration, client call
center service and support, reporting, rebate management, as well as implementation, training and account management.
*Patient Affordability Products and Services*
**
Paysign provides targeted products and services
designed to address financial barriers related to patients starting and remaining on brand name and biosimilar drug therapies. Our products
are specifically designed to work within the established workflow of the specific healthcare provider. These products can be used to cover
all or a portion of the patients financial responsibility. We continue to build out additional products as industry concerns continue
to emerge presenting new business opportunities. A critical component of all patient affordability products is the ability of a pharmaceutical
manufacturer to access and visualize data related to the performance of their affordability program, patient and prescriber behavior,
and overall brand growth on a commercially insured patient basis. To provide these insights, Paysign has data scientists and a team of
analytic professionals dedicated to these products and clients.
Pharmacy Based Voucher and Patient Affordability
Programs: Voucher and patient affordability programs have become an industry standard offering for pharmaceutical brands entering a market
or seeking to increase market share. These products are processed via the pharmacy transactional systems in accordance with established
standards. These products are the most common form of affordability programs and exist for almost every retail and specialty-based branded
pharmaceutical drug. Pharmacies process claims to one of Paysigns chosen processors who grow and maintain their own individual
contractual networks. Claims may be submitted in the primary or secondary payor position where our processor will adjudicate the claim
in accordance with business rules defined by each client.
Medical Claims Based Affordability Programs: These
programs are similar to pharmacy-based products but utilize internal networks developed and maintained by Paysign. We are a direct processor
of these claims and conduct adjudication on an internal proprietary platform specifically designed to address the needs of our clients
and their unique business rules. Payments for processed claims are made directly to a healthcare provider using either checks or virtual
debit cards. We differentiate ourselves with this specific product by offering accelerated adjudication and payments for medical claims
relative to our competition. This results in providers having a stronger willingness to utilize our products versus our competitors.
Debit Based Affordability Programs: We continue
to utilize physical and virtual debit cards to address highly specific industry concerns related to patient affordability. These issues
include utilization of debit-based products to combat copay accumulators and maximizers, currently one of the largest threats in the marketplace
for pharmaceutical manufacturers.
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*Source Plasma Donor Payments*
Plasma derived therapies are lifesaving treatments
used to treat various rare conditions. Plasma based therapies are manufactured using human plasma, which is the yellow liquid portion
of whole blood that can be easily replaced by the body. Plasma makes up approximately 55% of whole blood and consists primarily of water
and proteins. Source plasma is the plasma collected from individual donors that serves as the raw material for the further manufacture
into these lifesaving therapies. In the past, source plasma donation centers compensated their donors with cash or check. Today, the
predominant compensation means for donor payments is a prepaid card.
The Company provides a fully customized payment
solution for source plasma collection centers under the Paysign brand. This offering includes the Paysign Plasma Donor Compensation Prepaid
Card and the Paysign Partner Portal for administrators. In addition, the plasma solution features a point-of-sale cash-back rewards program,
a pharmacy prescription discount card and a digital banking account, all designed to help plasma donation centers enhance and optimize
the donor experience. The solution offers customized reporting and provides a level of business analytics previously unavailable. The
solution can be utilized either as a stand-alone web-based solution or integrated with existing donor management systems, giving plasma
donation centers an increased level of flexibility. The Company entered the market in late 2011 and has seen significant growth in this
market segment. Currently, the Company services approximately 48% of the plasma collection centers in the United States and Puerto Rico.
*Life Science Technology Solutions*
Paysign offers a cloud-based, state of the art
technology platform purpose-built for blood and plasma collection organizations known as Apherion. It combines donor engagement,
donor relationship management, core operational systems, compensation optimization, donor payments, competitive market intelligence and
quality assurance, into a single, modular operating system designed for regulated, high-volume blood and plasma collection environments.
Apherion replaces fragmented legacy systems with an integrated platform that enables operators to reduce collection costs, improve donor
experience and retention, maintain compliance and scale efficiently across single-center and multi-center donation networks.
**
*DDA Debit CardsPaysign Premier*
Recently, providers of GPR card products, in
response to changes in the regulatory environment, have introduced new products similar to a GPR card but that act as true demand deposit
accounts accessible with a debit card (DDA Debit Card). These DDA Debit Cards offer many of the features and functionalities
of a traditional debit card associated with a standard bank account, including overdraft protection. The Company markets this product,
branded Paysign Premier Digital Bank Account, to a targeted portion of its existing cardholder base through existing communication points
and to customers and employees of new clients.
**Other Services**
****
*Customer Service Center*
In order to provide a full range of services to
our customers, we offer a fully staffed, in-house Customer Service Center which is operational 24 hours a day, 7 days per week consisting
of live bilingual customer care representatives. The Paysign platform provides IVR, SMS alerts and two-way SMS messaging, allowing cardholders
to set alerts and check their balances and transaction history without the assistance of a live customer service operator. We believe
our in-house customer service center provides the highest quality customer service experience for our clients as training is performed
on-site by Paysign staff.
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*The Paysign Communications Suite*
**
To help maximize the cardholder experience, cardholders
can access their card balances and transaction history, as well as other information as dictated by the program, such as an ATM locator,
a loyalty point counter, and geo-specific messaging through a number of touchpoints such as the Paysign Mobile App, two-way SMS, text
alerts and the Paysign cardholder web portal.
**Technology**
Our technology platform employs a standard enterprise
services bus in a service-oriented architecture, configured for 24/7/365 transaction processing and operations. We utilize two secure,
interconnected, environmentally-controlled data centers, with emergency power generation capabilities, and fully redundant capabilities,
and cloud hosting. We use a variety of proprietary and licensed standards-based technologies to implement our platforms, including those
which provide for orchestration, interoperability and process control. The platforms also integrate a data infrastructure to support both
transaction processing and data warehousing for operational support and data analytics.
**Competition**
The markets for financial products and services,
including prepaid cards and services related thereto, are intensely competitive. We compete with a variety of companies in our markets
and our competitors vary in size, scope and breadth of products and services offered. Certain segments of the financial services and healthcare
industries tend to be highly fragmented, with numerous companies competing for market share. Highly fragmented segments currently include
financial account processing, customer relationship management solutions, electronic funds transfer and prepaid solutions.
Many of our existing and potential competitors
have longer operating histories, greater financial strength and more recognized brands in the industry. These competitors may be able
to attract customers more easily because of their financial resources and awareness in the market. Our larger competitors can also devote
substantially more resources to business development and may adopt more aggressive pricing policies. To compete with these companies,
we rely primarily on direct marketing strategies including strategic marketing partners.
**Sales and Marketing**
****
We market our Paysign payment solutions through
direct marketing by the Companys sales team. Our primary market focus is on companies that require a streamlined payment solution
for rewards, rebates, payment assistance, and other payments to their customers, employees, agents and others. To reach these markets,
we focus our sales efforts on direct contact with our target market and attendance at various industry specific conferences. We may, at
times, utilize independent contractors who make direct sales and are paid on a commission basis only.
We market our Paysign Premier product through
existing communication channels to a targeted segment of our existing cardholders, as well as to a broad group of individuals, ranging
from non-banked to fully banked consumers with a focus on long term users of our product.
**Markets and Major Customers**
****
We have no major customers and are not reliant
on any individual card program. We manage multiple card programs at any given time. As of December 31, 2025, we managed approximately
670 card programs with approximately 8.4 million participating cardholders.
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**Regulations**
****
*Introduction*
**
We operate in a highly regulated environment and
are subject to extensive regulation, supervision and examination. Applicable laws and regulations may change, and there is no assurance
that such changes will not adversely affect our business. Regulatory authorities have extensive discretion in connection with their supervisory
and enforcement activities, including but not limited to the imposition of restrictions on the operation of financial institutions we
may work with. Any change in such regulation and oversight, whether in the form of restrictions on activities, regulatory policy, regulations,
or legislation, including but not limited to changes in the regulations governing banks, could have a material impact on our operations.
Our products and services are generally subject
to federal, state and local laws and regulations, including:
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anti-money laundering and anti-bribery laws; | |
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money transfer and payment instrument licensing regulations; | |
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escheatment laws; | |
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privacy and information safeguard laws; | |
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data and personal information protection; | |
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bank regulations; | |
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consumer protection laws; | |
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tax; | |
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environmental sustainability (including climate change); | |
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false claims laws and other fraud and abuse restrictions; and | |
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privacy and security standards under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or other laws. | |
These laws are often evolving and sometimes ambiguous
or inconsistent, and the extent to which they apply to us or the banks that issue our cards, our clients or our third-party service providers
is at times unclear. Any failure to comply with applicable law either by us or by the card issuing banks, our client or our
third-party service providers, over which we have limited legal and practical control could result in restrictions on our
ability to provide our products and services, as well as the imposition of civil fines and criminal penalties and the suspension or revocation
of a license or registration required to sell our products and services. See "Risk Factors" for additional discussion regarding
the potential impacts of changes in laws and regulations to which we are subject and failure tocomply with existing or future laws
and regulations.
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We continually monitor and enhance our compliance
program to stay current with the most recent legal and regulatory changes. We also continue to implement policies and programs and to
adapt our business practices and strategies to help us comply with current legal standards, as well as with new and changing legal requirements
affecting particular services or the conduct of our business generally.
*Anti-Money Laundering and Anti-Bribery Laws*
**
Our products and services are generally subject
to federal anti-money laundering laws, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and similar state laws. On an
ongoing basis, these laws require us, among other things, to:
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report large cash transactions and suspicious activity; | |
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screen transactions against the U.S.governments watch-lists, such as the watch-list maintained by the Office of Foreign Assets Control (OFAC); | |
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prevent the processing of transactions to or from certain countries, individuals, nationals and entities; | |
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identify the dollar amounts loaded or transferred at any one time or over specified periods of time, which requires the aggregation of information over multiple transactions; | |
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gather and, in certain circumstances, report customer information; | |
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comply with consumer disclosure requirements; | |
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comply with anti-corruption laws and regulations; and | |
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register or obtain licenses with state and federal agencies in the United States and seek registration of any retail distributors when necessary. | |
Anti-money laundering regulations are constantly
evolving. We continuously monitor our compliance with anti-money laundering regulations and implement policies and procedures to make
our business practices flexible, so we can comply with the most current legal requirements. We cannot predict how these future regulations
might affect us. Complying with future regulation could be expensive or require us to change the way we operate our business.
*Money Transfer and Payment Instrument Licensing
Regulations*
We are not currently subject to money transfer
and payment instrument licensing regulations; however, we may introduce products in the future that would be subject to such regulations.
Currently, we believe that nearly every state wouldrequire us to obtain a money transmitter license to operate a money transfer
business. As a licensee, we would be subject to certain restrictions and requirements, including reporting, net worth and surety bonding
requirements and requirements for regulatory approval of controlling stockholders, agent locations and consumer forms and disclosures.
We would also be subject to inspection by the regulators in the jurisdictions in which we are licensed, many of which conduct regular
examinations. In addition, we would be required to maintain "permissible investments" in an amount equivalent to all "outstanding
payment obligations."
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*Escheatment Laws*
Unclaimed property laws of every U.S.state
require that certain information be tracked on card programs. If customer funds are unclaimed at the end of an applicable statutory abandonment
period, the proceeds of the unclaimed property must be remitted to the appropriate state.Analysis of facts and circumstances of
each card program under state unclaimed property laws determines whether funds under such programs are escheatable.
*Privacy and Data Protection Regulation*
In the ordinary course of our business, we or
our third-party service providers collect certain types of data, which subjects us to certain privacy and information security laws in
the United States, including, for example, the Gramm-Leach-Bliley Act of 1999, and other laws or rules designed to regulate consumer information
and mitigate identity theft. We are also subject to privacy laws of various states. These state and federal laws impose obligations with
respect to the collection, processing, storage, disposal, use and disclosure of personal information, and require that financial institutions
have in place policies regarding information privacy and security. In addition, under federal and certain state financial privacy laws,
we must provide notice to consumers of our policies and practices for sharing nonpublic information with third parties, provide advance
notice of any changes to our policies and, with limited exceptions, give consumers the right to prevent use of their nonpublic personal
information and disclosure of it to unaffiliated third parties. Certain state laws may, in some circumstances, require us to notify affected
individuals of security breaches of computer databases that contain their personal information. These laws may also require us to notify
state law enforcement, regulators or consumer reporting agencies in the event of a data breach, as well as businesses and governmental
agencies that own data. In order to comply with the privacy and information safeguard laws, we have confidentiality/information security
standards and procedures in place for our business activities and with our third-party vendors and service providers. Privacy and information
security laws evolve regularly, requiring us to adjust our compliance program on an ongoing basis and presenting compliance challenges.
*Bank Regulations*
All the cards that we service are issued by state-chartered
banks. Thus, we are subject to the oversight of the regulators for, and certain laws applicable to, these card issuing banks. These banking
laws require us, as a servicer to the banks that issue our cards, among other things, to undertake compliance actions similar to those
described under "Anti-Money Laundering Laws" above and to comply with the privacy regulations promulgated under the Gramm-Leach-Bliley
Act as discussed under "Privacy and Information Safeguard Laws" above.
*Consumer Protection Laws*
Certain products that we offer are subject to
additional state and federal consumer protection laws, including laws prohibiting unfair and deceptive practices, regulating electronic
fund transfers and protecting consumer nonpublic information. As such, we have developed appropriate procedures for compliance with these
consumer protection laws.
**
*Card Networks*
In order to provide our products and services,
we, as well as the banks that issue our cards, must be registered with Visa and/or MasterCard, as well as any other networks that we desire
to use, such as Interlink, Plus, Maestro, Cirrus, Discover and Pulse, and, as a result, are subject to card association rules that could
subject us to a variety of fines or penalties that may be levied by the card association or network for certain acts or omissions. The
banks that issue our cards are specifically registered as "members" of the card networks. The card networks set the standards
with which we and the card issuing banks must comply.
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*Environmental Sustainability*
Climate-related events, including extreme weather
events and natural disasters and their effect on critical infrastructure in the U.S. could have similar adverse effects on our operations,
customers or third-party suppliers. Furthermore, our stockholders, customers and other stakeholders have begun to consider how corporations
are addressing environmental, social and governance ("ESG") issues. Government regulators, investors, customers and the general
public are increasingly focused on ESG practices and disclosures, and views about ESG are diverse and rapidly changing. These shifts in
investing priorities may result in adverse effects on the trading price of the Companys common stock if investors determine that
the Company has not made sufficient progress on ESG matters. Furthermore, developing and acting on initiatives within the scope of ESG,
and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming, and are subject
to evolving reporting standards and/or contractual obligations. We could also face potential negative ESG-related publicity in traditional
media or social media if stockholders or other stakeholders determine that we have not adequately considered or addressed ESG matters.
Stockholders are increasingly submitting proposals related to a variety of ESG issues to public companies, and we may receive such proposals
in the future. Such proposals may not be in the long-term interests of the Company or our stockholders and may divert managements
attention away from operational matters or create the impression that our practices are inadequate.
*False Claims Laws and Other Fraud and Abuse
Restrictions*
We provide claims processing and other transaction
services to pharmaceutical companies that relate to, or directly involve, the reimbursement of pharmaceutical costs covered by Medicare,
Medicaid, other federal healthcare programs and private payers. As a result of these aspects of our business, we may be subject to, or
contractually required to comply with, state and federal laws that govern various aspects of the submission of healthcare claims for reimbursement
and the receipt of payments for healthcare items or services. These laws generally prohibit an individual or entity from knowingly presenting
or causing to be presented claims for payment to Medicare, Medicaid or other third-party payers that are false or fraudulent. False or
fraudulent claims include, but are not limited to, billing for services not rendered, failing to refund known overpayments, misrepresenting
actual services rendered in order to obtain higher reimbursement, improper coding and billing for medically unnecessary goods and services.
Many of these laws provide significant civil and criminal penalties for noncompliance and can be enforced by private individuals through
whistleblower or qui tam actions. To avoid liability, providers and their contractors must, among other things, carefully
and accurately code, complete and submit claims for reimbursement.
From time to time, participants in the healthcare
industry, including us, may be subject to actions under the federal False Claims Act or other fraud and abuse provisions. We cannot guarantee
that state and federal agencies will regard any billing errors we process as inadvertent or will not hold us responsible for any compliance
issues related to claims we handle on behalf of providers and payers. Although we believe our editing processes are consistent with applicable
reimbursement rules and industry practice, a court, enforcement agency or whistleblower could challenge these practices. We cannot predict
the impact of any enforcement actions under the various false claims and fraud and abuse laws applicable to our operations. Even an unsuccessful
challenge of our practices could cause adverse publicity and cause us to incur significant legal and related costs.
**
*Privacy and Security Standards under HIPAA
or Other Laws.*
HIPAA contains privacy regulations and security
regulations that apply to some of our operations. The privacy regulations extensively regulate the use and disclosure of individually
identifiable health information by entities subject to HIPAA. For example, the privacy regulations permit parties to use and disclose
individually identifiable health information for treatment and to process claims for payment, but other uses and disclosures, such as
marketing communications, require written authorization from the individual or must meet an exception specified under the privacy regulations.
The privacy regulations also provide patients with rights related to understanding and controlling how their health information is used
and disclosed. To the extent permitted by the privacy regulations from the American Recovery and Reinvestment Act, and our contracts with
our customers, we may use and disclose individually identifiable health information to perform our services and for other limited purposes,
such as creating de-identified information. Determining whether data has been sufficiently de-identified to comply with the privacy regulations
and our contractual obligations may require complex factual and statistical analyses and may be subject to interpretation. The security
regulations require certain entities to implement and maintain administrative, physical and technical safeguards to protect the security
of individually identifiable health information that is electronically transmitted or electronically stored. We have implemented and maintain
policies and processes to assist us in complying with the privacy regulations, the security regulations and our contractual obligations.
We cannot provide assurance regarding how these standards will be interpreted, enforced or applied to our operations. If we are unable
to properly protect the privacy and security of health information entrusted to us, we could be subject to substantial penalties, damages
and injunctive relief.
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In addition to HIPAA, numerous other state and
federal laws govern the collection, dissemination, use, access to and confidentiality of individually identifiable health information
and healthcare provider information. In addition, some states are considering new laws and regulations that further protect the confidentiality,
privacy and security of medical records or other types of medical information. In many cases, these state laws are not preempted by the
HIPAA privacy regulations and may be subject to interpretation by various courts and other governmental authorities. Further, the U.S.Congress
and a number of states have considered or are considering prohibitions or limitations on the disclosure of medical or other information
to individuals or entities located outside of the United States.
**Patents and Trademarks**
We protect our intellectual property rights through
a combination of trademark, patent, copyright, and trade secrets laws.
In order to limit access to and disclosure of
our intellectual property and proprietary information, all of our employees and consultants have signed confidentiality and we enter into
nondisclosure agreements with third parties. We cannot provide assurance that the steps we have taken to protect our intellectual property
rights, however, will deter adequately infringement or misappropriation of those rights. Particularly given the international nature of
the Internet, the rate of growth of the Internet and the ease of registering new domain names, we may not be able to detect unauthorized
use of our intellectual property or proprietary information, or to take enforcement action.
**Employees and Independent Contractors**
As of December 31, 2025, we had approximately
two hundred twenty-six employees and independent contractors.
We have no collective bargaining agreements with
our employees and believe all independent contractor and employment agreement relationships are satisfactory. We hire independent contractors
on an as-needed basis, and we may retain additional employees and consultants during the next twelve months, including additional patient
affordability, information technology, product and project management, fraud, and customer care personnel to support our growing businesses.
**Available Information**
Our internet address is www.paysign.com. Information
on our website does not constitute part of this Annual Report.
**ITEM 1A. RISK FACTORS.**
*An investment in our common stock involves
a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information
in this Form 10-K, including our consolidated financial statements and related notes. If any of the following risks actually occurs, our
business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the
market price of our common stock could decline and you could lose part or all of your investment. All forward-looking statements made
by us or on our behalf are qualified by the risks described below.*
**
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**Risks Related to Our Business**
**We may be unable to grow our business in future
periods, and if our revenue growth slows, or our revenues decline further, our business and financial conditions could be adversely affected.**
Our growth rates may decline in the future. There
can be no assurance that we will be able to grow our business in future periods. In the near term, our growth depends in significant part
on our ability, among other things, to enter new markets and to continue to attract new clients, and to retain our current clientele.
Our growth also depends on our ability to develop and market other prepaid card products that can utilize the Paysign platform.
As the prepaid financial services industry continues
to develop, our competitors may be able to offer products and services that are, or that are perceived to be, substantially similar to
or better than ours. This may force us to compete on the basis of price and to expend significant marketing, product development and other
resources in order to remain competitive. Even if we are successful at increasing our operating revenues through our various initiatives
and strategies, we will experience an inevitable decline in growth rates as our operating revenues increase to higher levels and we may
also experience a decline in margins. If our operating revenue growth rates slow materially or decline, our business, operating results
and financial condition could be adversely affected.
**We operate in a highly regulated environment,
and failure by us or business partners to comply with applicable laws and regulations could have an adverse effect on our business, financial
position and results of operations.**
We operate in a highly regulated environment,
and failure by us or our business partners to comply with the laws and regulations to which we are subject could negatively impact our
business. We are subject to a wide range of federal and other state laws and regulations, which are described under "BusinessRegulations"
above. In particular, our products and services are subject to an increasingly strict set of legal and regulatory requirements intended
to protect consumers and to help detect and prevent money laundering, terrorist financing and other illicit activities.
Many of these laws and regulations are evolving,
unclear and inconsistent across various jurisdictions, and ensuring compliance with them is difficult and costly. For example, with increasing
frequency, federal and state regulators are holding businesses like ours to higher standards of training, monitoring and compliance, including
monitoring for possible violations of laws by the businesses that participate in our reload network. Failure by us or those businesses
to comply with the laws and regulations to which we are subject could result in fines, penalties or limitations on our ability to conduct
our business, or federal or state actions, any of which could significantly harm our reputation with consumers and other network participants,
banks that issue our cards and regulators, and could materially and adversely affect our business, operating results and financial condition.
**Changes in the laws, regulations, credit card
association rules or other industry standards affecting our business may impose costly compliance burdens and negatively impact our business.**
****
There may be changes in the laws, regulations,
card association rules or other industry standards that affect our operating environment in substantial and unpredictable ways. Changes
to statutes, regulations or industry standards, including interpretation and implementation of statutes, regulations or standards, could
increase the cost of doing business or affect the competitive balance. For example, more stringent anti-money laundering regulations could
require the collection and verification of more information from our customers, which could have a material adverse effect on our operations.
Regulation of the payments industry has increased significantly in recent years. Additional regulatory changes may require us to incur
significant expenses to redevelop our products. Also, failure to comply with laws, rules and regulations or standards to which we are
subject, including with respect to privacy and data use and security, could result in fines, sanctions or other penalties, which could
have a material adverse effect on our financial position and results of operations, as well as damage our reputation.
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**A data security breach could expose us to liability
and protracted and costly litigation, and could adversely affect our reputation and operating results.**
****
We, the banks that issue our cards and our third-party
service providers receive, transmit and store confidential customer and other information in connection with our products and services.
The encryption software and the other technologies we and our partners use to provide security for storage, processing and transmission
of confidential customer and other information may not be effective to protect against data security breaches. The risk of unauthorized
circumvention of our security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers.
The banks that issue our cards, our clients and our third-party service providers also may experience similar security breaches involving
the receipt, transmission and storage of our confidential customer and other information. Improper access to our or these third parties
systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information.
A data security breach of the systems on which
sensitive cardholder data and account information are stored could lead to fraudulent activity involving our products and services, reputational
damage and claims or regulatory actions against us. If we are sued in connection with any data security breach, we could be involved in
protracted and costly litigation. If unsuccessful in defending that litigation, we might be forced to pay damages and/or change our business
practices or pricing structure, any of which could have a material adverse effect on our operating revenues and profitability. We would
also likely have to pay (or indemnify the banks that issue our cards for) fines, penalties and/or other assessments imposed by card networks
as a result of any data security breach. Further, a significant data security breach could lead to additional regulation, which could
impose new and costly compliance obligations. In addition, a data security breach at one of the banks that issue our cards or our third-party
service providers could result in significant reputational harm to us and cause the use and acceptance of our cards to decline, either
of which could have a significant adverse impact on our operating results and future growth prospects.
**We may have deficiencies or weaknesses in our
internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition
and results of operations in a timely and accurate manner, decrease investor confidence in our Company, and reduce the value of our common
stock.**
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act
and based upon the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Management is also responsible for reporting on the effectiveness of internal control over financial reporting.
Deficiencies or weaknesses in our internal control
over financial reporting that are not promptly identified and remediated may adversely affect our ability to report our financial condition
and results of operations in a timely and accurate manner, decrease investor confidence in our Company and reduce the value of our common
stock. Although we believe we have taken appropriate actions to remediate previously reported control deficiencies that we have identified
and to strengthen our internal control over financial reporting, we cannot assure you that we will not discover other deficiencies or
weaknesses in the future.
**Security and privacy breaches of our electronic
transactions may damage customer relations and inhibit our growth.**
****
Any failures in our security and privacy measures
could have a material adverse effect on our business, financial condition and results of operations. Certain products we offer require
that we store personal information, including birth dates, addresses, bank account numbers, credit card information, social security numbers
and merchant account numbers. If we are unable to protect this information, or if consumers perceive that we are unable to protect this
information, our business and the growth of the electronic commerce market in general could be materially adversely affected. A security
or privacy breach may:
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cause our customers to lose confidence in our services; | |
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deter consumers from using our services; | |
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harm our reputation; | |
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require that we expend significant additional resources related to our information security systems and could result in a disruption of our operations; | |
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expose us to liability; | |
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increase expenses related to remediation costs; and | |
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decrease market acceptance of electronic commerce transactions and prepaid use. | |
Although management believes that we have utilized
proven systems designed for robust data security and integrity in electronic transactions, our use of these applications may be insufficient
to address changing technological or market conditions and the security and privacy concerns of existing and potential customers.
**The industry in which we compete is highly
competitive, which could adversely affect our operating results and financial condition.**
****
We believe that our existing competitors have
longer operating histories, are substantially larger than we are, may already have or could develop substantially greater financial and
other resources than we have, may offer, develop or introduce a wider range of programs and services than we offer or may use more effective
advertising and marketing strategies than we do to achieve broader brand recognition, customer awareness and retail penetration. We may
also face price competition that results in decreases in the purchase and use of our products and services. To stay competitive, we may
have to increase the incentives that we offer to our marketing partners and decrease the prices of our products and services, which could
adversely affect our operating results.
**We rely on relationships with card issuing
banks to conduct our business, and our results of operations and financial position could be materially and adversely affected if we fail
to maintain these relationships or we maintain them under new terms that are less favorable to us.**
****
Our relationships with various banks are currently,
and will be for the foreseeable future, a critical component of our ability to conduct our business and to maintain our revenue and expense
structure, because we are currently unable to issue our own cards. If we lose or do not maintain existing banking relationships, we could
incur significant switching and other costs and expenses and we and users of our products and services could be significantly affected,
creating contingent liabilities for us. As a result, the failure to maintain adequate banking relationships could have a material adverse
effect on our business, results of operations and financial condition. Our agreement with the bank that issues our cards provides for
cost and expense allocations between the parties. Changes in the costs and expenses that we have to bear under these relationships could
have a material impact on our operating expenses. In addition, we may be unable to maintain adequate banking relationships or renew our
agreements with the banks that currently issue our cards under terms at least as favorable to us as those existing before renewal.
**We receive important services from third-party
vendors, and replacing them could entail unexpected integration costs.**
****
Some services relating to our business, including
network connectivity and gateway services, are outsourced to third-party vendors. If any of our vendors were to terminate their contracts
with us or cease operations, we could replace the vendor with a competitor. However, in some cases, replacing a vendor would require one-time
integration costs to connect our systems to those of the new vendor, and could result in less advantageous contract terms for the same
service, which could adversely affect our profitability.
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**Changes in credit card association or other
network rules or standards set by Visa and MasterCard, or changes in card association and debit network fees or products or interchange
rates, could adversely affect our business, financial position and results of operations.**
We and the banks that issue our cards are subject
to Visa, Interlink, Plus, MasterCard, Maestro, Cirrus, Discover and Pulse association rules that could subject us to a variety of fines
or penalties that may be levied by the card networks for acts or omissions by us or businesses that work with us. The termination of the
card association registrations held by us or any of the banks that issue our cards or any changes in card association or other debit network
rules or standards, including interpretations or implementations of existing rules or standards, that increase our cost of doing business
or limit our ability to provide our products and services, could have an adverse effect on our business, operating results and financial
condition. In addition, from time to time, card networks increase the organization and/or processing fees that they charge, which could
increase our operating expenses, reduce our profit margin and adversely affect our business, operating results and financial condition.
For example, a portion of our operating revenues
is derived from interchange fees (i.e., transaction fees paid by the merchant). The amount of interchange revenues that we earn is highly
dependent on the interchange rates that the card networks set and adjust from time to time. Interchange rates for certain products and
certain issuing banks declined significantly as a result of the enactment of the Dodd-Frank Bill. If interchange rates decline further,
whether due to actions by the card networks or future legislation or regulation, we would likely need to change our fee structure to compensate
for lost interchange revenues. To the extent we increase the pricing of our products and services, we might find it more difficult to
acquire consumers and to maintain or grow card usage and customer retention. We also might have to discontinue certain products or services.
As a result, our operating revenues, operating results, prospects for future growth and overall business could be materially and adversely
affected.
**We may not be able to successfully manage our
intellectual property or may be subject to infringement claims.**
****
In the rapidly developing legal framework, we
rely on a combination of contractual rights and copyright, trademark and trade secret laws to establish and protect our proprietary technology.
Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or may
develop software or technology competitive to us. Our competitors may independently develop similar technology, duplicate our products
or services or design around our intellectual property rights. We may need to litigate to enforce or protect our intellectual property
rights, trade secrets and know-how, or to determine their scope, validity or enforceability. Such litigation can be expensive, may divert
resources, and may not be successful. The loss of intellectual property protection or the inability to secure or enforce intellectual
property protection could harm our business and ability to compete.
We may also be subject to costly litigation in
the event our products and technology infringe upon another partys proprietary rights. Third parties may have, or may eventually
be issued, patents that would be infringed upon our products or technology and any of these third parties could make a claim of infringement
against us with respect to our products or technology. We may also be subject to claims by third parties for breach of copyright, trademark
or license usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages. An adverse
determination in any litigation of this type could require us to design around a third partys patent or to license alternative
technology from another party. In addition, litigation is time-consuming and expensive to defend and could result in the diversion of
time and attention of our management and employees. Any claim from third parties may result in limitations on our ability to use the intellectual
property subject to these claims. As of the date of this filing, we had not received any notice or claim of infringement from any party.
**The market for electronic commerce services
is evolving and may not continue to develop or grow rapidly enough for us to maintain profitability.**
If the number of electronic commerce transactions
does not continue to grow or if consumers or businesses do not continue as projected to adopt our products and services, it could have
a material adverse effect on our business, financial condition and results of operations. Management believes future growth in the electronic
commerce market will be driven by the cost, convenience, ease of use and quality of products and services offered to consumers and businesses.
In order to maintain our profitability, consumers and businesses must continue to adopt our products and services.
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**If we do not respond to rapid technological
change or changes in industry standards, our products and services could become obsolete and we could lose our customers.**
If competitors introduce new products and services,
or if new industry standards and practices emerge, our existing product and service offerings, technology and systems may become obsolete.
Further, if we fail to adopt or develop new technologies or to adapt our products and services to emerging industry standards, we may
lose current and future customers, which could have a material adverse effect on our business, financial condition and results of operations.
The electronic commerce industry is changing rapidly. To remain competitive, we must continue to enhance and improve the functionality
and features of our products, services and technologies.
**Our ability to adapt our existing products
and services to use artificial intelligence (AI) could adversely impact our business.**
****
The legal and regulatory landscape surrounding
AI technologies is rapidly evolving and uncertain, including in the areas of consumer protection, intellectual property, cybersecurity
and privacy and data protection. In addition, there is uncertainty around the validity and enforceability of intellectual property rights
related to the use, development and deployment of AI-generated outputs. Compliance with new and emerging laws, regulations or industry
standards relating to AI in the U.S. and internationally, such as U.S. state regulations and the Artificial Intelligence Act in the EU,
may impose significant operational costs and may limit our ability to develop, deploy or use existing or future AI technologies. As a
result, our ability to adapt our existing products and services or develop future and new products and services using AI may be limited
or restricted, which could adversely impact our business.
****
**Acquisitions and the integration of new businesses
create risks and may affect operating results. Failure to successfully complete, manage or integrate strategic transactions can adversely
affect our business, financial condition and results of operations.**
****
We regularly review our businesses strategy and
evaluate potential acquisitions, joint ventures, divestitures and other strategic transactions. The success of these transactions is dependent
upon, among other things, our ability to realize the full extent of the expected returns, benefits, cost savings or synergies as a result
of a transaction within the anticipated time frame, or at all. Acquisitions often involve additional or increased risks including, for
example:
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managing the complex process of integrating the acquired companys employees, products and services, technology and other assets in an effort to realize the projected value of the acquired company and the projected synergies of the acquisition; | |
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realizing the anticipated financial benefits from these acquisitions and where necessary, improving controls of these acquired businesses (including internal control over financial reporting and disclosure controls and procedures); | |
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retaining existing customers and attracting new customers; | |
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integrating personnel with diverse business backgrounds and organizational cultures; | |
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integrating the acquired systems and technologies into our Company; | |
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complying with regulatory requirements, including those particular to the industry and jurisdiction of the acquired business, and the need to improve regulatory compliance systems and controls; and | |
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entering new markets with the services of the acquired businesses. | |
**Changes in the Bank Secrecy Act and/or the
USAPATRIOT Act could impede our ability to circulate cards that can be easily loaded or issued.**
Our current compliance program and screening process
for the distribution and/or sale of prepaid card products is designed to comply withthe Bank Secrecy Act (BSA) and
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the USA
PATRIOT Act). These regulations require financial institutions to obtain and confirm information related to their respective cardholders.
If the BSA and/or the USA PATRIOT Act or subsequent legislation increases the level of scrutiny that we must apply to our cardholders
and customers, it may be costly or impractical for us to continue to profitably issue and load cards for our customers.
****
****
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****
| | 16 | | |
****
**Internal processing errors could result in
our failing to appropriately reflect transactions in customer accounts.**
In the event of a system failure that goes undetected
for a substantial period of time, transactions could be processed on blocked accounts, false authorizations could be confirmed, charges
could fail to be deducted from accounts or systematic fraud or abuse could go undetected. Errors or failures of this nature could adversely
impact our operations, credibility and financial standing.
**Our business is dependent on the efficient
and uninterrupted operation of computer network systems and data centers.**
Our ability to provide reliable service to our
clients and cardholders depends on the efficient and uninterrupted operation of our computer network systems and data centers as well
as those of our third-party service providers. Our business involves movement of large sums of money, processing of large numbers of transactions
and management of the data necessary to do both. Our success depends upon the efficient and error-free handling of the money. We rely
on the ability of our employees, systems and processes and those of the banks that issue our cards, and our third-party service providers
to process and facilitate these transactions in an efficient, uninterrupted and error-free manner.
In the event of a breakdown, a catastrophic event
(such as fire, natural disaster, power loss, telecommunications failure or physical break-in), a security breach or malicious attack,
an improper operation or any other event impacting our systems or processes, or those of our vendors, or an improper action by our employees,
agents or third-party vendors, we could suffer financial loss, loss of customers, regulatory sanctions and damage to our reputation. The
measures we have taken, including the implementation of disaster recovery plans and redundant computer systems, may not be successful,
and we may experience other problems unrelated to system failures. We may also experience software defects, development delays and installation
difficulties, any of which could harm our business and reputation and expose us to potential liability and increased operating expenses.
**The soundness of other institutions and companies
could adversely affect us.**
Our ability to engage in loading and purchasing
transactions could be adversely affected by the actions and failure of other institutions and companies, our card issuing banks and distributors
that carry our prepaid card products. As such, we have exposure to many different industries and counterparties. As a result, defaults
by, or even questions or rumors about, one or more of these institutions or companies could lead to losses or defaults by us or other
institutions. Losses related to these defaults or failures could materially and adversely affect our results of operations.
**Additional equity or debt financing may be
dilutive to existing stockholders or impose terms that are unfavorable to us or our existing stockholders.**
****
We may raise capital in order to provide working
capital for our expansion into other products and services using our payments platform. If we raise additional funds by issuing equity
securities, our stockholders will experience dilution. Debt financing, if available, may involve arrangements that include covenants limiting
or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences that are not favorable
to us or our current stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it
may be necessary to relinquish valuable rights to our technologies and products or grant unfavorable license terms.
| | 17 | | |
**Global and regional economic conditions could
harm our business.**
****
Adverse global and regional economic conditions
such as turmoil affecting the banking system and financial markets, including, but not limited to, tightening in the credit markets, extreme
volatility or distress in the financial markets (including the fixed income, credit, currency, equity, and commodity markets), high unemployment,
high consumer debt levels, recessionary or inflationary pressures, supply chain issues, reduced consumer confidence or economic activity,
government fiscal and tax policies, U.S. and international trade relationships, agreements, treaties, tariffs and restrictive actions,
the inability of a government to enact a budget in a fiscal year, government shutdowns, government austerity programs, and other negative
financial news or macroeconomic developments could have a material adverse impact on the demand for our products and services, including
a reduction in the volume and size of transactions on our payments platform. Additionally, an inability to access the capital markets
when needed due to volatility or illiquidity in the markets or increased regulatory liquidity and capital requirements may strain our
liquidity position. Such conditions may also expose us to fluctuations in foreign exchange rates or interest rates that could materially
and adversely affect our financial results.
**We depend on key personnel and may be harmed
by the loss of their services or our inability to attract, develop, integrate, incentivize and retain qualified employees.**
Because of our small size and the limited number
of qualified professionals in our industry, we rely heavily on the continued service and performance of our management team and our experienced
sales, marketing, program and technology personnel, all of whom we consider key employees. Our future success depends, to a significant
extent, on our ability to attract, source, hire, train, develop, incentivize and retain highly skilled directors, officers, management,
financial, legal, marketing, sales and technical personnel. Competition for qualified employees in the financial services and healthcare
industries is intense, and competitors have in the past and may in the future attempt to recruit our management and other key employees.
We may also experience difficulty integrating newly hired personnel, which could adversely affect our operations. The loss of the services
of one or more key employees, our failure to attract or retain additional highly qualified personnel, or our inability to effectively
integrate and motivate such individuals could impair our ability to manage and expand our business and provide services to our customers.
**Risks Related to Ownership of Our Common
Stock**
**Our stock price is volatile, and you may not
be able to sell your shares at a price higher than what was paid.**
**
The market for our common stock is highly volatile.
In 2025, our stock price fluctuated between $1.94 and $8.56. The trading price of our common stock could be subject to wide fluctuations
in response to, among other things, quarterly variations in operating and financial results, announcements of technological innovations
or new products by our competitors or us, changes in prices of our products and services or our competitors products and services,
changes in product mix or changes in our revenue and revenue growth rates.
**If securities analysts do not publish research
or reports about our business or if they publish negative evaluations of our common stock, the trading price of our common stock could
decline.**
****
We expect that the trading price for our common
stock will be affected by any research or reports that securities analysts publish about us or our business. If one or more of the analysts
who may elect to cover us or our business downgrade their evaluations of our common stock, the price of our common stock would likely
decline. If one or more of these analysts cease coverage of our company, we could lose visibility in the market for our common stock,
which in turn could cause our stock price to decline.
| | 18 | | |
**We do not intend to pay dividends for the foreseeable
future.**
****
We have never declared or paid any cash dividends
on our capital stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate
paying any cash dividends in the foreseeable future. As a result, you will likely receive a return on your investment in our common stock
only if the market price of our common stock increases.
**Concentration of ownership among our existing
directors, executive officers and principal stockholders may prevent new investors from influencing significant corporate decisions.**
****
Our directors, executive officers and holders
of more than 5% of our total shares of common stock outstanding and their respective affiliates, in the aggregate, beneficially own approximately
31% of our outstanding common stock as of March 9, 2026. As a result, these stockholders will be able to exercise a controlling influence
over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and
will have significant influence over our management and policies for the foreseeable future. Some of these persons or entities may have
interests that are different from yours. For example, these stockholders may support proposals and actions with which you may disagree
or which are not in your interests. The concentration of ownership could delay or prevent a change in control of our company or otherwise
discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our common stock.
In addition, these stockholders, some of which have representatives sitting on our board of directors (the Board), could
use their voting control to maintain our existing management and directors in office, delay or prevent changes of control of our company,
or support or reject other management and Board proposals that are subject to stockholder approval, such as amendments to our employee
stock plans and approvals of significant financing transactions.
**Our stock price could decline due to the large
number of outstanding shares of our common stock eligible for future sale.**
****
We have 55,185,394 shares of common stock outstanding
as of March 9, 2026, assuming no exercise of outstanding options or unvested restricted stock awards. None of the shares of common stock
are subject to any lock-up agreements, and all are eligible for sale, subject to registration under the Securities Act and in some cases
to volume and other restrictions imposed by Rule144. Sales of substantial amounts of our common stock in the public market, or even
the perception that these sales could occur, could cause the trading price of our common stock to decline. These sales could also make
it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.
**We incur significant costs as a result of operating
as a public company. We may not have sufficient personnel for our financial reporting responsibilities, which may result in the untimely
close of our books and records and delays in the preparation of financial statements and related disclosures.**
****
As a registered public company, we have experienced
an increase in legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act),
as well as new rules subsequently implemented by the SEC, has imposed various requirements on public companies, including requiring changes
in corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance
initiatives. Moreover, these rules and regulations have increased our legal and financial compliance costs and make some activities more
time-consuming and costly. In addition, three putative class action lawsuits were filed against us, which required our management
to devote significant time to defending. See Item 3. Legal Proceedings for additional information.
If we are not able to comply with the requirements
of the Sarbanes-Oxley Act, or if we or our independent registered public accounting firm identify additional deficiencies in our internal
control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be
subject to sanctions or investigations by the SEC and other regulatory authorities.
| | 19 | | |
**Our operating results may fluctuate in the
future, which could cause our stock price to decline.**
****
Our quarterly and annual results of operations
may fluctuate in the future as a result of a variety of factors, many of which are outside of our control. If our results of operations
fall below the expectations of investors or any securities analysts who follow our common stock, the trading price of our common stock
could decline substantially. Fluctuations in our quarterly or annual results of operations may be due to a number of factors, including,
but not limited to:
|
|
|
the timing and volume of purchases, use and reloads of our prepaid cards and related products and services; | |
|
|
|
| |
|
|
|
the timing and success of new product or service introductions by us or our competitors; | |
|
|
|
| |
|
|
|
seasonality in the purchase or use of our products and services; | |
|
|
|
| |
|
|
|
reductions in the level of interchange rates that can be charged; | |
|
|
|
| |
|
|
|
fluctuations in customer retention rates; | |
|
|
|
| |
|
|
|
changes in the mix of products and services that we sell; | |
|
|
|
| |
|
|
|
changes in the mix of retail distributors through which we sell our products and services; | |
|
|
|
| |
|
|
|
the timing of commencement, renegotiation or termination of relationships with significant third-party service providers; | |
|
|
|
| |
|
|
|
changes in our or our competitors pricing policies or sales terms; | |
|
|
|
| |
|
|
|
the timing of commencement and termination of major advertising campaigns; | |
|
|
|
| |
|
|
|
the timing of costs related to the development or acquisition of complementary businesses; | |
|
|
|
| |
|
|
|
the timing of costs of any major litigation to which we are a party; | |
|
|
|
| |
|
|
|
the amount and timing of operating costs related to the maintenance and expansion of our business, operations and infrastructure; | |
|
|
|
| |
|
|
|
our ability to control costs, including third-party service provider costs; | |
|
|
|
| |
|
|
|
volatility in the trading price of our common stock, which may lead to higher stock-based compensation expenses or fluctuations in the valuations of vesting equity;and | |
|
|
|
| |
|
|
|
changes in the regulatory environment affecting the banking or electronic payments industries generally or prepaid financial services specifically. | |
****
| | 20 | | |
**ITEM 1B. UNRESOLVED STAFF
COMMENTS.**
None.
**ITEM 1C. CYBERSECURITY.**
**Risk Management and Strategy**
Cyber criminals are becoming more
sophisticated and effective every day, and they are increasingly targeting software companies, including companies like ours that
handle sensitive customer and stakeholder data. All companies utilizing technology are subject to threats of breaches of their
cybersecurity programs. To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management
and make securing the data that customers and other stakeholders entrust to us a top priority. Our Board and our management are
actively involved in the oversight of our risk management program, of which cybersecurity represents an important component. As
described in more detail below, we have established policies, standards, processes and practices for assessing, identifying, and
managing material risks from cybersecurity threats. We have devoted financial and personnel resources to implement and maintain
security measures to meet regulatory requirements and customer expectations, and we intend to continue to make significant
investments to maintain the security of our data and cybersecurity infrastructure. While no cybersecurity program can eliminate all
risk or guarantee complete effectiveness, our controls are designed in alignment with industry recognized frameworks such as the
NIST Cybersecurity Framework and incorporate key principles of ISO 27001.
While our Risk Factors describe in greater detail the material cybersecurity
risks we face, we believe that prior cybersecurity threats, including any previous cybersecurity incidents, have not materially impacted
our business to date. However, we cannot guarantee that future incidents will not occur or that, if they do, they will not have a material
adverse effect on our business, strategy, results of operations, or financial condition.
**Risk Management and Strategy**
We understand the critical importance of cybersecurity
in protecting our operations, customer data, and the integrity of our services. Our commitment to cybersecurity is unwavering, and we
adopt a serious, multi-layered approach to minimize the risks and potential impacts of cyber-attacks which has been integrated into our
overall risk management process. Our cybersecurity controls are guided by a formal data classification policy and are supported by a maturing
Zero Trustinspired architecture, which includes least privilege access, continuous authentication and micro segmentation.
Our strategies are designed to ensure the resilience
and security of our systems, safeguarding against both internal and external vulnerabilities. We employ state-of-the-art technologies
and practices to secure our systems. This includes deploying advanced encryption, securing network infrastructure, and implementing robust
access controls and authentication mechanisms. Our information technology infrastructure is designed with security at its core, incorporating
full encryption of data in transit and at rest, endpoint detection and response, security information and event management
correlation, continuous vulnerability scanning and commercial threat intelligence feeds monitored by our 24/7/365 Security Operations
Center.
As part of our risk assessment framework, we have
aVendor Risk Management Program to monitor cybersecurity risks posed by third-party vendors and service providers. This program
includes:
|
|
|
Vendor Onboarding and Due Diligence: New vendors undergo security assessments to evaluate their data protection measures, regulatory compliance and cybersecurity policies. | |
|
|
|
Ongoing Monitoring and
Risk Assessments: We conduct periodic reviews of vendor security practices which may include security questionnaires, risk scoring,
and audits for high-risk vendors. | |
|
|
|
Contractual Security Obligations:Vendor agreements include strict data security clauses, incident notification requirements and audit rights. | |
|
|
|
Incident Reporting and Escalation:We have clear protocols for reporting vendor-related cybersecurity incidents, ensuring timely response and mitigation. | |
|
|
|
Vendors are risk tiered
based on criticality, and high-risk vendors undergo enhanced due diligence activities, including review of System and Organization Controls
reports, penetration test summaries and continuous monitoring signals where available. | |
| | 21 | | |
**Partnerships and Collaboration**
We believe in the strength of collaboration in
combating cyber threats. We actively engage with cybersecurity communities, industry groups, and regulatory bodies to stay ahead of evolving
cyber risks. We also participate in threat sharing programs and use horizon scanning activities to evaluate emerging risks that may impact
fintech, payments infrastructure, and healthcare related data environments. By sharing knowledge and best practices, we enhance our defenses
and contribute to the broader effort of securing the digital ecosystem. We maintain controls and procedures that are designed to ensure
prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can
be made by management and the Board in a timely manner.
**Risk Assessment**
We continuously monitor our information technology
environment to detect and respond to threats in real-time. Our dedicated cybersecurity team uses sophisticated tools to track anomalies,
potential vulnerabilities, and ongoing attacks. In addition to annual penetration and segmentation testing, we conduct periodic threat
hunting exercises to proactively identify malicious activity. Semi-annually, we leverage third-party independent consultants to perform
penetration and segmentation testing of our internal and externally facing environments. Results from these assessments inform remediation
roadmaps, prioritization of security investments, and updates to our enterprise risk register.
**Technical Safeguards**
Cybersecurity is an ever-evolving field, and we
are committed to continuous improvement of our security practices. We regularly review and update our cybersecurity policies, procedures,
and technologies to address new challenges and adapt to the changing threat landscape. Technical safeguards also include multi factor
authentication (MFA) across all privileged and non-privileged accounts, automated provisioning and de provisioning, periodic access reviews,
and comprehensive logging and monitoring to support audit and regulatory obligations.
**Incident Response and Recovery Planning**
Cybersecurity is a foundational element of our
operations. Our multi-layered approachencompassing system security, vigilant monitoring, comprehensive training, and collaborative
engagementdemonstrates our dedication to protecting our company, our clients, and the financial ecosystem. Our incident response
program includes ransomware specific playbooks, cross functional tabletop exercises involving senior leadership, and tight integration
with our business continuity (BCP) and disaster recovery (DR) plans. We have established comprehensive incident response and recovery
plans and continue to regularly test and evaluate the effectiveness of those plans.
**Education and Awareness**
Recognizing that human error can often be a weak
link in cybersecurity defenses, we are committed to regular and comprehensive training for all employees and executives. We also conduct
periodic phishing simulations, evaluate key performance indicators such as employee susceptibility rates, and track cybersecurity awareness
metrics as part of our overall risk management dashboard.
| | 22 | | |
**Cybersecurity Threats**
We are not aware of any risks from cybersecurity
threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially
affect our business strategy, results of operations, or financial condition.
****
**Governance**
**Board Oversight**
Our Board, in coordination with the Audit Committee,
oversees our management of cybersecurity risk. They receive regular reports from management about the prevention, detection, mitigation,
and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities. Our Audit Committee
directly oversees our cybersecurity program. The Audit Committee receives regular updates from management on cybersecurity risk resulting
from risk assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal
and industry cybersecurity incidents. The Board receives quarterly cybersecurity briefings, including key risk indicators, remediation
metrics, third party risk insights, and updates to our threat landscape assessment.
**Managements Role**
Our Chief Technology Officer, Information Security Officer, and General
Counsel have primary responsibility for assessing and managing material cybersecurity risks and are members of our managements
Information Technology Steering Committee (the Security Committee), which is a governing body that drives alignment on security
decisions across the Company. Such individuals have experience in various roles for public companies involving managing information security,
managing risk, implementing effective information and cybersecurity programs, and adhering to relevant compliance requirements. The Security
Committee meets at least quarterly to review security performance metrics, identify security risks, and assess the status of approved
security enhancements. The Security Committee also considers and makes recommendations on security policies and procedures, security service
requirements, and risk mitigation strategies. The Security Committee is responsible for a cybersecurity risk report which is presented
to the Board at eachquarterly meeting, ensuring continuous oversight of cybersecurity risks and mitigation efforts at the highest
levels of governance. Management evaluates the cybersecurity program using defined key risk indicators, including patch timeliness
metrics, vulnerability severity reduction intervals, access review completion rates, phishing resilience metrics and third party assurance
results.
**ITEM 2. PROPERTIES.**
We have an operating lease for office space at
2615 St. Rose Parkway, Henderson, Nevada 89052. The lease will expire in 2030 and allows for two optional extensions of 5years each.
Lease payments are approximately $60,000 per month.
We have an operating lease for office space at
168 N. Gibson Road, Henderson, Nevada 89014. The lease will expire in 2033 and allows for two optional extensions of 5years each.
Lease payments are approximately $60,000 per month.
We believe that our properties are adequate and
suitable for us to conduct business in the future.
****
****
****
****
| | 23 | | |
****
**ITEM 3. LEGAL PROCEEDINGS.**
From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result
in these or other matters may arise from time to time that may harm our business.
The Company was named as a defendant in three securities class action
complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et al., filed on March 19,
2020 (Shi), Lorna Chase v. Paysign, Inc. et al., filed on March 25, 2020 (Chase), and Smith & Duvall v.
Paysign, Inc. et al., filed on April 2, 2020 (collectively, the Complaints or Securities Class Action). Smith
& Duvall v. Paysign, Inc. et al. was voluntarily dismissed on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity
called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff.
The Complaints are putative class actions filed on behalf of a class of persons who acquired the Companys common stock from March
19, 2019 through March 31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated
Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially
and its financial statements. The Complaints seek class action certification, compensatory damages, and attorneys fees and costs.
On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation and appointed the Paysign Investor
Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion
to Dismiss the Amended Complaint on March 15, 2021. On February 9, 2023, the Court granted in part and denied in part Defendants
Motion to Dismiss. On May 22, 2023, Defendants filed an Answer to the Amended Complaint. On December 15, 2023, the parties agreed in principle
to a proposed settlement of the Securities Class Action and Plaintiffs filed a Consented Motion for Preliminary Approval of Settlement.
On January 4, 2024, the Court preliminarily approved a settlement in the amount of $3,750,000, the entirety of which came from the Companys
directors-and-officers insurance policy, for the referenced class of purchasers, and scheduled a final approval hearing for April 17,
2024. On April 17, 2024, the Court conducted the final approval hearing and approved the settlement and, on April 18, 2024, issued an
order and final judgment thereon.
The Company was also named as a nominal defendant in four stockholder
derivative actions currently pending in the United States District Court for the District of Nevada. The first-filed derivative action
is entitled Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark R. Newcomer, et al. and was filed on September 17, 2020. This
action alleged violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste, largely in connection
with the failure to correct information technology controls over financial reporting alleged in the Securities Class Action, thereby causing
the Company to face exposure in the Securities Class Action. The complaint also alleged insider trading violations against certain individual
defendants. The second-filed derivative action is entitled John K. Gray, derivatively on behalf of Paysign, Inc. v. Mark Attinger, et
al. and was filed on May 9, 2022. This action involved the same alleged conduct raised in the Toczek action and asserted claims for breach
of fiduciary duty in connection with financial reporting, breach of fiduciary duty in connection with alleged insider trading against
certain individual defendants, and unjust enrichment. On June 3, 2022, the Court approved a stipulation staying the action until the Court
in the consolidated Securities Class Action issued a ruling on the Motion to Dismiss. On May 10, 2023, the Toczek and Gray actions were
consolidated.
The Company was also named as a nominal defendant in a third stockholder
derivative action initially filed in state court in Clark County, Nevada, on October 2, 2023, entitled Simone Blanchette, derivatively
on behalf of Paysign, Inc. v. Mark Newcomer, et al, which the defendants subsequently removed to federal district court in Nevada pursuant
to a Notice of Removal filed on October 10, 2023. That complaint made substantially the same allegations as made in the consolidated Toczek
and Gray actions, and also contained a claim that the individual defendants violated Section 10(b) and Rule 10b-5 promulgated thereunder.
On December 7, 2023, the parties requested that the action be stayed for sixty days due to the settlement negotiations in the consolidated
Toczek and Gray actions, and the Court granted the sixty-day stay on December 11, 2023. Subsequently, the Court extended that deadline
to March 29, 2024 and then to May 29, 2024 based upon the parties stipulations. On July 26, 2024, the parties in Blanchette submitted
a Joint Status Report which suggested a proposed briefing schedule on a motion to dismiss, but that schedule was not ruled upon by the
Court.
| | 24 | | |
The Company was also named as a nominal defendant in a fourth stockholder
derivative action in the United States District Court for the District of Nevada, filed on December 27, 2023, entitled Mo Jeewa, derivatively
on behalf of Paysign, Inc. v. Mark R. Newcomer, et al. That complaint made substantially the same allegations as made in the consolidated
Toczek and Gray actions and the Blanchette action discussed above, and alleged breach of fiduciary duty and unjust enrichment. On January
23, 2025, the parties in Jeewa filed a stipulation to relate the case to the Toczek, Gray, and Blanchette actions.
On October 4, 2024, the parties to the four stockholder derivative
actions agreed in principle to a proposed settlement of all pending claims asserted in the Toczek, Gray, Blanchette, and Jeewa actions.
On December 6, 2024, Plaintiffs in the Toczek and Gray actions filed a Motion for Preliminary Approval of Derivative Settlement. On May
6, 2025, the Court granted the parties request to relate the actions and assigned all four cases to the judge presiding over the
Jeewa action. On August 28, 2025, the Court issued a minute order granting the Motion for Preliminary Approval of Derivative Settlement
and, on October 7, 2025, it entered a Scheduling Order and Preliminary Approval Order, effective nunc pro tunc as of September 4, 2025.
On October 17, 2025, Plaintiffs filed a Motion for Final Approval of Derivative Settlement, which was granted by the Court on December
14, 2025 with the final order and judgment entered on December 16, 2025.
**ITEM 4. MINE SAFETY DISCLOSURES.**
Not applicable.
| | 25 | | |
**PART II**
****
**ITEM 5. MARKET FOR REGISTRANTS
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**
Our common stock trades on the Nasdaq Capital
Market under the symbol PAYS. The following table summarizes the low and high closing prices for our common stock for each
of the calendar quarters of 2025 and 2024.
|
| |
2025 | | |
2024 | | |
|
| |
High | | |
Low | | |
High | | |
Low | | |
|
First Quarter | |
$ | 3.25 | | |
$ | 2.12 | | |
$ | 4.00 | | |
$ | 2.50 | | |
|
Second Quarter | |
| 7.20 | | |
| 1.94 | | |
| 5.02 | | |
| 3.85 | | |
|
Third Quarter | |
| 8.56 | | |
| 5.11 | | |
| 5.48 | | |
| 3.67 | | |
|
Fourth Quarter | |
| 6.34 | | |
| 4.99 | | |
| 4.08 | | |
| 2.93 | | |
There were approximately 12,941 shareholders of
record of the common stock as of December 31, 2025.
The shares were issued pursuant to an exemption
from registration provided by Section 4(2) of the Securities Act of 1933.
**Dividend Policy**
We have not declared any cash dividends on our
common stock during our fiscal years ended on December31, 2025 or 2024. Our Board has made no determination to date to declare cash
dividends during the foreseeable future, and is not likely to do so. There are no restrictions on our ability to pay dividends.
**Purchases of Equity Securities by the Issuer
and Affiliated Purchasers**
****
Share repurchases of our common stock for the three months ended December
31, 2025 were as follows:
****
|
Period | |
Total Number of Shares Purchased | | |
Weighted Average Price Paid Per Share | | |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | |
|
| |
| | |
| | |
| | |
| | |
|
October 1, 2025 October 31, 2025 | |
| | | |
$ | | | |
| | | |
$ | 3,001,285 | | |
|
November 1, 2025 - November 30, 2025 | |
| | | |
| | | |
| | | |
| 3,001,285 | | |
|
December 1, 2025 - December 31, 2025 | |
| | | |
| | | |
| | | |
| 3,001,285 | | |
|
Total | |
| | | |
$ | | | |
| | | |
$ | 3,001,285 | | |
(1) On March 21, 2023, our Board authorized a
stock repurchase program to repurchase up to $5 million of our common stock, subject to certain conditions, in the open market, in privately
negotiated transactions, or by other means in compliance with Rule 10b-18 under the Exchange Act. The program is expected to be completed
within 36 months from the commencement date. As of December 31, 2025 the Company had repurchased 631,258 shares of common stock for $1,998,715
at a weighted average price of $3.17 per share under this repurchase program.
**ITEM 6. [RESERVED]**
**ITEM
7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION and RESULTS OF OPERATIONS.**
*The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and related
notes included elsewhere in this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include,
but are not limited to, those identified below and those discussed in Risk Factors included elsewhere in this Form 10-K.*
| | 26 | | |
**Disclosure Regarding Forward-Looking Statements**
****
This Annual Report on Form 10-K includes
forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities
Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act)
(Forward-Looking Statements). All statements other than statements of historical fact included in this report are
Forward-Looking Statements. These Forward-Looking Statements are based on our current expectations, assumptions, estimates and
projections about our business and our industry. Words such as believe, anticipate,
expect, intend, plan, propose, may, and other similar
expressions identify Forward-Looking Statements. Specific forward-looking statements made herein include: our belief that we cannot
predict how future regulations might affect us; our belief that complying with future regulation could be expensive or require us to
change the way we operate our business; our belief that our in-house customer service center provides the highest customer service
experience for our clients as training is performed on-site by Paysign staff; we may utilize independent contractors who make direct
sales and are paid on a commission basis only; our belief that nearly every state would require us to obtain a money transmitter
license to operate a money transfer business; our anticipation that we will not pay any cash dividends in the foreseeable future;
our intention to retain any earnings to finance the operation and expansion of our business; our intention to continue to make
significant investments to maintain the security of our data and cybersecurity infrastructure; our expectation that the trading
price for our common stock will be affected by any research or reports that securities analysts publish about us or our business;
our belief that our editing processes are consistent with applicable reimbursement rules and industry practice; our belief that all
independent contractor and employment agreement relationships are satisfactory; our belief that we have taken appropriate actions to
remediate previously reported control deficiencies that we have identified and to strengthen our internal control over financial
reporting; our belief that we have utilized proven systems designed for robust data security and integrity in electronic
transactions; we may introduce products in the future that would be subject to money transfer and payment instrument licensing
regulations; our belief that a data security breach at one of the banks that issue our cards or our third-party service providers
could result in significant reputational harm to us and cause the use and acceptance of our cards to decline, either of which could
have a significant adverse impact on our operating results and future growth prospects; our belief that our existing competitors
have longer operating histories, are substantially larger than we are, may already have or could develop substantially greater
financial and other resources than we have, may offer, develop or introduce a wider range of programs and services than we offer or
may use more effective advertising and marketing strategies than we do to achieve broader brand recognition, customer awareness and
retail penetration; our expectation that we may also face price competition that results in decreases in the purchase and use of our
products and services; our expectation that we may have to increase the incentives that we offer to our marketing partners and
decrease the prices of our products and services, which could adversely affect our operating results; we may receive a stockholder
proposal relating to a variety of ESG issues to public companies in the future; we may be subject to, or contractually required to
comply with, state and federal laws that govern various aspects of the submission of healthcare claims for reimbursement and the
receipt of payments for healthcare items or services; we may use and disclose individually identifiable health information to
perform our services and for other limited purposes, such as creating de-identified information; we may not be able to detect
unauthorized use of our intellectual property or proprietary information, or to take enforcement action; we may retain additional
employees and consultants during the next twelve months, including additional patient affordability, information technology, product
and project management, fraud, and customer care personnel to support our growing businesses; we may be unable to grow our business
in future periods, and if our revenue growth slows, or our revenues decline further, our business and financial conditions could be
adversely affected; our anticipation that we will experience an inevitable decline in growth rates as our operating revenues
increase to higher levels and we may also experience a decline in margins; our anticipation that if our operating revenue growth
rates slow materially or decline, our business, operating results and financial condition could be adversely affected; we may have
deficiencies or weaknesses in our internal control over financial reporting which could, if not remediated, adversely affect our
ability to report our financial condition and results of operations in a timely and accurate manner, decrease investor confidence in
our Company, and reduce the value of our common stock; we may face price competition that results in decreases in the purchase and
use of our products and services; our belief that to stay competitive , we may have to increase the incentives that we offer to our
marketing partners and decrease the prices of our products and services, which could adversely affect our operating results; we may
be unable to maintain adequate banking relationships or renew our agreements with the banks that currently issue our cards under
terms at least as favorable to us as those existing before renewal; we may not be able to successfully manage our intellectual
property or may be subject to infringement claims; we may need to litigate to enforce or protect our intellectual property rights,
trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive, may divert resources, and
may not be successful; we may be subject to costly litigation in the event our products and technology infringe upon another
partys proprietary rights; we may be subject to claims by third parties for breach of copyright, trademark or license usage
rights; we may lose current and future customers, which could have a material adverse effect on our business, financial condition
and results of operations; our belief that the measures we have taken to provide reliable service to our clients and cardholders,
including the implementation of disaster recovery plans and redundant computer systems, may not be successful, and we may experience
other problems unrelated to system failures; we may also experience software defects, development delays and installation
difficulties, any of which could harm our business and reputation and expose us to potential liability and increased operating
expenses; we may raise capital in order to provide working capital for our expansion into other products and services using our
payments platform; we may experience difficulty integrating newly-hired personnel, which could adversely affect our operations; we
may not have sufficient personnel for our financial reporting responsibilities, which may result in the untimely close of our books
and records and delays in the preparation of financial statements and related disclosures; our belief that future growth in the
electronic commerce market will be driven by the cost, convenience, ease of use and quality of products and services offered to
consumers and businesses; our belief that our properties are adequate and suitable for us to conduct business in the future; our
belief that if we do not raise new capital, we will still be able to support our existing business and expand into new vertical
markets using internally generated funds; our plan for 2026 to continue to invest additional funds in technology improvements, sales
and marketing, cybersecurity, fraud, customer service, and regulatory compliance; our belief that gross dollar volume loaded on
cards and conversion rates on gross dollar volume loaded on cards are the primary indicators of our quarterly and annual revenues
our belief that our available cash on hand, excluding restricted cash, along with our forecast for revenues and cash flows for the
remainder of 2026 and through 2028, will be sufficient to sustain our operations for the next twenty-four months; our belief that we
do not anticipate any losses with respect to accounts with balances exceeding federally insured limits; our expectation that the
repurchase program will be completed within 36 months from the commencement date; our expectation that we will be entitled to a
breakage amount in certain card programs where we hold the cardholder funds; our belief that our platform can be seamlessly
integrated with our clients systems; we may become involved in various lawsuits and legal proceedings which arise in the
ordinary course of business; if a financial institution were to be placed into receivership, we may be unable to access the cash we
have on deposit; our belief that our distinctive positioning allows us to provide end-to end technologies that securely manage
transaction processing, cardholder enrollment, value loading, account management, data and analytics and customer service; our
belief that our architecture is known for its cross-platform compatibility, flexibility, and scalability allowing our
clients and partners to leverage these advantages for cost savings and revenue opportunities; and our expectation that IRC Sections
382 and 383 will not significantly impact the utilization of its net operating losses and other tax carryforwards. In the normal
course of our business, we, in an effort to help keep our stockholders and the public informed about our operations, may from
time-to-time issue certain statements, either in writing or orally, that contain, or may contain, forward-looking statements.
Although we believe that the expectations reflected in such Forward-Looking Statements are reasonable, we can give no assurance that
such expectations will prove to have been correct. In addition, any statements that refer to expectations, projections, estimates,
forecasts, or other characterizations of future events or circumstances are Forward-Looking Statements. These Forward-Looking
Statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected
in the Forward-Looking Statements. Such important factors (Important Factors) and other factors are disclosed in this
report, including those factors discussed in Part I - Item 1A. Risk Factors and in other reports filed with the
Securities and Exchange Commission (the SEC) from time to time. All prior and subsequent written and oral
Forward-Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the
Important Factors described below that could cause actual results to differ materially from our expectations as set forth in any
Forward-Looking Statement made by or on behalf of us. You are cautioned not to place undue reliance on these Forward-Looking
Statements, which relate only to events as of the date on which the statements are made. We undertake no obligation to publicly
revise these Forward-Looking Statements to reflect events or circumstances that arise after the date hereof. You should refer to and
carefully review the information in future documents we file with the SEC.
| | 27 | | |
**Overview**
****
Paysign, Inc. (the Company, Paysign,
we or our), headquartered in Nevada, was incorporated on August 24, 1995, and trades under the symbol PAYS
on The Nasdaq Stock Market LLC. We are a vertically integrated provider of prepaid card products and processing services for corporate,
consumer and government entities. Our payment solutions are utilized by our corporate customers as a means to increase customer loyalty,
increase patient adherence rates, reduce administration costs and streamline operations. Public sector organizations can utilize our payment
solutions to disburse public benefits or for internal payments. We market our prepaid card solutions under our Paysign brand. As
we are a payment processor and prepaid card program manager, we derive our revenue from all stages of the prepaid card lifecycle.
In addition to our payment solutions, we also
offer life science technology solutions targeting blood and plasma collection organizations. These software solutions are marketed under
the Apherion brand, and we derive our revenue from licensing, hosting and consulting fees.
We operate on a powerful, high-availability payment
solutions platform with cutting-edge fintech capabilities that can be seamlessly integrated with our clients systems. This distinctive
positioning allows us to provide end-to-end technologies that securely manage transaction processing, cardholder enrollment, value loading,
account management, data and analytics and customer service. Our architecture is known for its cross-platform compatibility, flexibility,
and scalability allowing our clients and partners to leverage these advantages for cost savings and revenue opportunities.
Our suite of product offerings includes solutions
for corporate rewards, prepaid gift cards, general purpose reloadable debit cards, employee incentives, consumer rebates, donor compensation,
clinical trials, healthcare reimbursement payments and pharmaceutical payment assistance, demand deposit accounts accessible with a debit
card and software solutions targeting blood and plasma collection organizations. Our cards are sponsored by our issuing bank partners.
Our revenues include fees generated from cardholder
fees, interchange, card program management fees, transaction claims processing fees, breakage, and settlement income. Revenue from cardholder
fees, interchange, card program management fees and transaction claims processing fees is recorded when the performance obligation is
fulfilled. Breakage is recorded ratably over the estimated card life based on historical redemption patterns, market-specific trends,
escheatment rules, and existing economic conditions and relates solely to our open-loop gift card business which began at the end of 2022.
Settlement income is recorded at the expiration of the card or card program and relates primarily to our corporate incentive programs.
The industry generally has two categories for
our prepaid debit cards: (1) corporate and consumer reloadable cards and (2) non-reloadable cards.
Reloadable Cards: These types of cards are generally
classified as payroll or considered general purpose reloadable (GPR) cards. Payroll cards are issued by an employer to an
employee in order to allow the employee to access payroll amounts that are deposited into an account linked to their card. GPR cards can
also be issued to a consumer at a retail location or mailed to a consumer after completing an on-line application. GPR cards can be reloaded
multiple times with a consumers payroll, government benefit, a federal or state tax refund or through cash reload networks located
at retail locations. Reloadable cards are generally open-loop cards as described below.
Non-Reloadable Cards: These are generally one-time
use cards that are only active until the funds initially loaded to the card are spent. These types of cards are generally used as gift
or incentive cards. Typically, these types of cards are used for the purchase of goods or services at retail locations and cannot be used
to receive cash.
Both reloadable and non-reloadable cards may be
open-loop, closed-loop or restricted-loop. Open-loop cards can be used to receive cash at ATM locations by PIN; or purchase goods or services
by PIN or signature at retail locations virtually anywhere that the network brand (American Express, Discover, Mastercard, Visa, etc.)
is accepted. Closed-loop cards can only be used at a specific merchant. Restricted-loop cards can be used at several merchants, or a defined
group of merchants, such as all merchants at a specific shopping mall.
| | 28 | | |
The prepaid card market in the United States has
experienced significant growth in recent years due to consumers and merchants embracing improved technology, greater convenience, more
product choices and greater flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for
certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account.
We manage all aspects of the prepaid card lifecycle,
from managing the card design and approval processes with partners and networks, to production, packaging, distribution and personalization.
We also oversee inventory and security controls, renewals, lost and stolen card management and replacement. We employ a 24/7/365 fully
staffed, in-house customer service department which utilizes bilingual customer service representatives, Interactive Voice Response, and
two-way short message service messaging and text alerts.
Currently, we are focusing our marketing efforts
on corporate incentive and expense prepaid card products in various market verticals including but not limited to general corporate expense,
healthcare related markets including patient affordability solutions, clinical trials and donor compensation, loyalty rewards and incentive
cards.
As part of our continuing platform expansion process,
we evaluate current and emerging technologies for applicability to our existing and future software platform. To this end, we engage with
various hardware and software vendors in evaluation of various infrastructure components. Where appropriate, we use third-party technology
components in the development of our software applications and service offerings. Third-party software may be used for highly specialized
business functions, which we may not be able to develop internally within time and budget constraints. Our principal target markets for
processing services include prepaid card issuers, retail and private-label issuers, small third-party processors and small and mid-size
financial institutions in the United States and Mexico.
We have devoted more extensive resources to sales
and marketing activities as we have added essential personnel to our marketing, sales and support teams. We market our Paysign payment
solutions through direct marketing by the Companys sales team. Our primary market focus is on companies that require a streamlined
payment solution for rewards, rebates, payment assistance, and other payments to their customers, employees, agents and others. To reach
these markets, we focus our sales efforts on direct contact with our target market and attendance at various industry-specific conferences.
We may, at times, utilize independent contractors who make direct sales and are paid commissions and/or restricted stock awards. We market
our Paysign premier product through existing communication channels to a targeted segment of our existing cardholders, as well as to a
broad group of individuals, ranging from non-banked to fully banked consumers with a focus on long term users of our product.
In 2026, we plan to continue to invest additional funds in technology
improvements, sales and marketing, cybersecurity, fraud, customer service and regulatory compliance. From time to time, we evaluate raising
capital to enable us to diversify into new market verticals. If we do not raise new capital, we believe that we will still be able to
support our existing business and expand into new vertical markets using internally generated funds.
**2025 Year Milestones**
|
|
|
Grew to approximately 8.4 million cardholders and approximately 670 card programs as of December 31, 2025. | |
|
|
|
Year over year revenue increased 40.5%. | |
|
|
|
Gamma Innovation LLC acquisition. | |
|
|
|
Added 115 net plasma programs, launched 55 net new pharma programs, and added 3 net new other prepaid programs. | |
| | 29 | | |
**Results of Operations**
****
*Comparison of Year Ended December 31, 2025
to Year Ended December 31, 2024*
**
The following table summarizes our consolidated
financial results for year ended December 31, 2025 in comparison to year ended December 31, 2024:
|
| |
Year ended December 31, | | |
Variance | | |
|
| |
2025 | | |
2024 | | |
$ | | |
% | | |
|
Revenues | |
| | | |
| | | |
| | | |
| | | |
|
Plasma industry | |
$ | 45,615,640 | | |
$ | 43,879,508 | | |
$ | 1,736,132 | | |
| 4.0 | % | |
|
Pharma industry | |
| 33,888,631 | | |
| 12,652,412 | | |
| 21,236,219 | | |
| 167.8 | % | |
|
Other | |
| 2,523,905 | | |
| 1,852,632 | | |
| 671,273 | | |
| 36.2 | % | |
|
Total revenues | |
| 82,028,176 | | |
| 58,384,552 | | |
| 23,643,624 | | |
| 40.5 | % | |
|
Cost of revenues | |
| 33,311,223 | | |
| 26,187,218 | | |
| 7,124,005 | | |
| 27.2 | % | |
|
Gross profit | |
| 48,716,953 | | |
| 32,197,334 | | |
| 16,519,619 | | |
| 51.3 | % | |
|
Gross margin % | |
| 59.4 | % | |
| 55.1 | % | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
|
Selling, general and administrative | |
| 33,035,317 | | |
| 25,180,840 | | |
| 7,854,477 | | |
| 31.2 | % | |
|
Depreciation and amortization | |
| 8,318,797 | | |
| 5,994,986 | | |
| 2,323,811 | | |
| 38.8 | % | |
|
Total operating expenses | |
| 41,354,114 | | |
| 31,175,826 | | |
| 10,178,288 | | |
| 32.6 | % | |
|
Income from operations | |
$ | 7,362,839 | | |
$ | 1,021,508 | | |
$ | 6,341,331 | | |
| 620.8 | % | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Other income | |
$ | 2,670,415 | | |
$ | 3,116,689 | | |
$ | (446,274 | ) | |
| (14.3 | %) | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Income tax provision | |
$ | 2,481,641 | | |
$ | 322,290 | | |
$ | 2,159,351 | | |
| 670.0 | % | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Net income | |
$ | 7,551,613 | | |
$ | 3,815,907 | | |
$ | 3,735,706 | | |
| 97.9 | % | |
|
Net margin % | |
| 9.2 | % | |
| 6.5 | % | |
| | | |
| | | |
The increase in total revenues of $23,643,624
for the year ended December 31, 2025 compared to the same period in the prior year consisted primarily of a $1,736,132 increase in plasma
revenue, a $21,236,219 increase in pharma revenue, and a $671,273 increase in other revenue. The increase in plasma revenue was primarily
due to 115 net plasma centers added during the past 12 months offset by a decline in plasma donations and dollars loaded to cards as plasma
inventory levels were elevated throughout much of 2025, which has reduced our average monthly revenue per center as compared to the same
period in the prior year. The increase in pharma revenue was primarily due to the financial benefit of 55 net pharma patient affordability
programs launched during the past 12 months, and a corresponding increase in monthly management fees, setup fees, claim processing fees
and other billable services such as dynamic business rules and call center support. For the year ended December 31, 2025 the number of
claims processed increased 79% compared to the same period in the prior year. The increase in other revenue was primarily due to the growth
and usage in the number of cardholders of our payroll, retail and corporate incentive programs.
| | 30 | | |
Cost of revenues for the year ended December 31,
2025 increased $7,124,005 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees,
data connectivity and data center expenses, network fees, bank fees, card production and postage costs, call center support, application
integration setup and sales and commission expense. The increase in cost of revenues consisted primarily of (i) increased call center
support expense of approximately $2,089,000 associated primarily with the growth in our plasma and pharma patient affordability businesses,
a new customer service contact center, wage inflation pressures, a tight labor market and increased benefit costs; (ii) increased sales
and commission expense of approximately $852,000 related to the increase in overall revenue for programs in which we pay commission expenses;
(iii) increased network and network related fees of approximately $2,845,000 associated to the addition of 115 net plasma centers; (iv)
increased third-party variable costs of approximately $1,063,000 associated with our pharma patient affordability programs; and (v) increased
plastics, collateral and postage of approximately $320,000. These increases were offset by a decrease in other costs of approximately
$45,000.
Gross profit for the year ended December 31, 2025
increased $16,519,619 compared to the same period in the prior year resulting primarily from the launch of an additional 55 net pharma
patient affordability programs during the prior 12 months, and a corresponding increase in setup fees, monthly management fees, claim
processing fees and other billable fees. Gross profit also benefited from the addition of 115 net plasma centers during the past 12 months,
and corresponding revenue and beneficial impact of a variable cost structure, as many of the plasma transaction costs are variable in
nature and are provided by third parties who charge us based on the number of active cards outstanding and transactions that occurred
during the period. The increase in gross profit was offset by increased costs from network fees, third-party service providers, sales
commission expense and customer service costs mentioned above, primarily driven by the overall growth in our business. The increase in
gross margin resulted primarily from a greater contribution of total revenue from our pharma patient affordability business which has
higher gross profit margins than our other businesses.
Selling, general and administrative expenses for
the year ended December 31, 2025 increased $7,854,477 compared to the same period in the prior year and consisted primarily of an increase
in (i) compensation and benefits of approximately $3,766,000 due to continued hiring to support our growth, a tight labor market, and
increased benefit costs; (ii) stock-based compensation of approximately $1,657,000 related to the issuance of restricted stock units for
new hires and employee retention; (iii) technologies and telecom expense of approximately $833,000 primarily related to ongoing platform
security investments; (iv) general expenses of approximately $241,000 primarily related to conferences, deliveries, and employee education;
(v) acquisition costs of approximately $121,000 associated with the Gamma Innovation LLC (Gamma) acquisition that closed
on March 19, 2025 (see Note 3- ACQUISITION in the notes to the accompanying consolidated financial statements) ; (vi) travel
and entertainment of approximately $272,000; and (vii) a decrease in capitalized platform development costs of approximately $1,056,000.
The rise in costs was offset by a reduction in other operating expenses of approximately $92,000.
Depreciation and amortization expense for the
year ended December 31, 2025 increased $2,323,811 compared to the same period in the prior year. The increase in depreciation and amortization
expense was primarily due to continued capitalization of new software development costs, equipment purchases related to continued enhancements
to our processing platform and employment growth and the amortization of intangible assets from our Gamma acquisition.
For the year ended December 31, 2025, we recorded
income from operations of $7,362,839 representing an improvement of $6,341,311 compared to income from operations of $1,021,508 during
the same period in the prior year related to the aforementioned factors.
Other income for the year ended December 31, 2025
decreased $446,274 primarily related to the implied interest expense related to future cash payments for the Gamma acquisition of $395,130
and slightly lower interest rates.
At December 31, 2025, our income tax expense totaled
$2,481,641, representing an effective tax rate of 24.7%. This rate was primarily driven by higher book earnings and adjustments to our
provision estimate related to Section 174 changes under the One Big Beautiful Bill Act, offset by tax benefits associated with stock-based
compensation and tax credits. At December 31, 2024, our income tax provision was $322,290, which equates to an effective tax rate of 7.8%
primarily as a result of federal taxes offset by net operating loss true-up on our state taxes, tax benefits related to our stock-based
compensation and changes to our tax credits.
| | 31 | | |
The net income for the year ended December 31,
2025 was $7,551,613, an improvement of $3,735,706 compared to the net income of $3,815,907 for the year ended December 31, 2024. The overall
change in net income relates to the aforementioned factors.
**Key Metrics, Performance Indicators and Non-GAAP
Measures**
Management reviews a number of metrics to help
us monitor the performance of and identify trends affecting our business. We believe the following measures are the primary indicators
of our quarterly and annual revenues:
Gross Dollar Volume Loaded on Cards: Represents
the total dollar volume of funds loaded to all of our prepaid card programs. Our gross dollar volume loaded on cards was $1,935 million
and $1,783 million for the years ended December 31, 2025 and 2024, respectively. We use this metric to analyze the total amount of money
moving into our prepaid card programs.
Conversion Rates on Gross Dollar Volume Loaded
on Cards: Represents revenues, gross profit or net income conversion rates of gross dollar volume loaded on cards which are calculated
by taking our total revenues, gross profit or net income, respectively, as a numerator and dividing by the gross dollar volume loaded
on cards as a denominator. As we derive a number of our financial results from cardholder fees, we utilize these metrics as an indication
of the amount of money that is added to cards and will eventually be converted to revenues, gross profit and net income. Our total revenue
conversion rates for the years ended December 31, 2025 and 2024 were 4.24% or 424 basis points (bps), and 3.27% or 327 bps,
respectively, of gross dollar volume loaded on cards. Our total gross profit conversion rates for the years ended December 31, 2025 and
2024 were 2.52% or 252 bps, and 1.81% or 181 bps, respectively, of gross dollar volume loaded on cards. Our net income conversion rates
for the years ended December 31, 2025 and 2024 were 0.39% or 39 bps, and 0.21% or 21 bps, respectively, of gross dollar volume loaded
on cards.
Management also reviews key performance indicators,
such as revenues, gross profit, operational expenses as a percent of revenues, and cardholder participation. In addition, we consider
certain non-GAAP (or adjusted) measures to be useful to management and investors evaluating our operating performance for
the periods presented and provide a financial tool for evaluating our ongoing operations, liquidity and management of assets. This information
can assist investors in assessing our financial performance and measures our ability to generate capital for deployment and investment
in new card programs. These adjusted metrics are consistent with how management views our business and are used to make financial, operating
and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute
for revenue, operating income, net income, earnings per share (basic and diluted) or net cash from operating activities as determined
in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported
by other companies, to be key performance indicators:
EBITDA is defined as earnings before
interest, income taxes, depreciation and amortization expense and Adjusted EBITDA reflects the adjustment to EBITDA to exclude
stock-based compensation expense. A reconciliation of net income to Adjusted EBITDA is provided in the table below.
|
| |
Year ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Reconciliation of adjusted EBITDA to net income: | |
| | | |
| | | |
|
Net income | |
$ | 7,551,613 | | |
$ | 3,815,907 | | |
|
Income tax provision | |
| 2,481,641 | | |
| 322,290 | | |
|
Interest income, net | |
| (2,670,415 | ) | |
| (3,116,689 | ) | |
|
Depreciation and amortization | |
| 8,318,797 | | |
| 5,994,986 | | |
|
EBITDA | |
| 15,681,636 | | |
| 7,016,494 | | |
|
Stock-based compensation | |
| 4,262,058 | | |
| 2,604,589 | | |
|
Adjusted EBITDA | |
$ | 19,943,694 | | |
$ | 9,621,083 | | |
| | 32 | | |
EBITDA margin is defined as earnings
before interest, income taxes, depreciation and amortization expense as a percentage of the Companys revenue and Adjusted
EBITDA margin reflects the adjustment to EBITDA margin to exclude stock-based compensation expense as a percentage of revenue.
A reconciliation of net income margin to Adjusted EBITDA margin is provided in the table below.
|
| |
Year ended December 31, (As a percentage of revenue) | | |
|
| |
2025 | | |
2024 | | |
|
Reconciliation of adjusted EBITDA margin to net income margin: | |
| | | |
| | | |
|
Net income margin | |
| 9.2 | % | |
| 6.5 | % | |
|
Income tax provision | |
| 3.0 | % | |
| 0.6 | % | |
|
Interest income, net | |
| (3.3 | %) | |
| (5.3 | %) | |
|
Depreciation and amortization | |
| 10.1 | % | |
| 10.3 | % | |
|
EBITDA margin | |
| 19.1 | % | |
| 12.0 | % | |
|
Stock-based compensation | |
| 5.2 | % | |
| 4.5 | % | |
|
Adjusted EBITDA margin | |
| 24.3 | % | |
| 16.5 | % | |
**Liquidity and Capital Resources**
****
The following table sets forth the major sources
and uses of cash for our last two fiscal years ended December 31, 2025 and 2024:
|
| |
Year ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Net cash provided by operating activities | |
$ | 52,450,867 | | |
$ | 22,947,120 | | |
|
Net cash used in investing activities | |
| (10,094,210 | ) | |
| (9,488,702 | ) | |
|
Net cash provided by (used in) financing activities | |
| 284,868 | | |
| (466,245 | ) | |
|
Net increase in cash and restricted cash | |
$ | 42,641,525 | | |
$ | 12,992,173 | | |
**
*Comparison of Fiscal 2025 and 2024*
During the years ended December 31, 2025 and 2024,
we financed our operations through internally generated funds.
Operating activities provided $52,450,867 of cash
as of December 31, 2025, an increase of $29,503,747 compared to same period in the prior year. This change in cash flow compared to the
change in cash flow in the prior period is primarily due to net increase in operating assets and liabilities. The changes in accounts
receivable, accounts payable and customer card funding, a net increase of $18,475,867, are primarily related to the growth in our pharma
patient affordability business and timing of pass-through payments as we are invoiced by third-party service providers at the end of the
period and are due monies from our pharma patient affordability customers to cover these third-party payables. The increase in cash flows
from operating activities was also attributed to an increase in net income, reduced prepaid expenses, collection of tax credits and non-cash
adjustments for depreciation and amortization, deferred income tax, and stock-based compensation.
We used net cash in investing activities during
the year ended December 31, 2025 and 2024 of $10,094,210 and $9,488,702, respectively. For the year ended December 31, 2025, $8,094,210
of cash was used for investing activities primarily attributable to an increase in software licenses, fixed assets, and capitalization
of internally developed software as we continue to invest in our technology platform. The remaining amount of $2,000,000 was used for
the Gamma acquisition. For the year ended December 31, 2024, $9,488,702 of cash was used for investing activities primarily attributable
to an increase in software licenses, fixed assets and capitalization of internally developed software as we continue to invest in our
technology platform.
| | 33 | | |
Cash provided by financing activities of $284,868
for the year ended December 31, 2025 was primarily attributed to proceeds from the exercise of options of $660,654, partially offset by
the repurchase of 100,000 shares of the Companys common stock at a weighted average price of $3.76 per share. Finance activities
during the year ended December 31, 2024 used $466,245 in cash, attributable to the repurchase of 136,700 shares of the Companys
common stock at a weighted average price of $3.62 per share offset by proceeds of $28,800 for the exercise of stock options.
Our significant contractual cash requirements
also include ongoing payments for lease liabilities. For additional information regarding our cash commitments and contractual obligations,
see Note 6 LEASE in the notes to the accompanying consolidated financial statements.
*Liquidity and Sources of Financing*
Unrestricted cash was $21,067,651 as of December
31, 2025, an increase of $10,300,669 compared to the same period in the prior year. The increase resulted primarily from the improvement
in our operating results. We believe that our available cash on hand, excluding restricted cash, at December 31, 2025 of $21,067,651,
along with our forecast for revenues and cash flows for the remainder of 2026 and through 2028, will be sufficient to sustain our operations
for the next twenty-four months. In light of the recent bank failures, we continue to monitor the health and soundness of our bank relationships
through publicly available information. Based on recent SEC filings, we have not discovered any issues that would cause us to alter our
bank relationships.
****
**Critical Accounting Policies and Estimates**
The preparation of consolidated financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Our estimates will be based on our experience
and our interpretation of economic, political, regulatory, and other factors that affect our business prospects.
Intangible Assets For intangible
assets, the Company recognizes an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds its fair
value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use of the asset.
Intangible assets with an indefinite-life are
not amortized. Intangible assets with a finite life are amortized on a straight-line basis over their estimated useful lives, which are
generally 3 to 10 years.
**
*Goodwill* Our methodology for
allocating the purchase price relating to acquisitions is determined through established valuation techniques. Goodwill represents a residual
value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration transferred
plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including contingent
consideration. We perform goodwill impairment tests on an annual basis in the fourth fiscal quarter, and, in certain circumstances between
annual tests. The assessment of fair value for goodwill and purchased intangible assets is based on factors that market participants would
use in an orderly transaction in accordance with the new accounting guidance for the fair value measurement of non-financial assets.
*Internally Developed Software Costs*
Computer software development costs are expensed as incurred, except for internal use software or website development costs that qualify
for capitalization as described below, and include compensation and related expenses, costs of hardware and software, and costs incurred
in developing features and functionality.
| | 34 | | |
For computer software developed or obtained for
internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as
incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line
method over a three year estimated useful life, beginning in the period in which the software is available for use.
Income Taxes Income tax expense
is comprised of current and deferred income tax expense. Current income tax expense approximates taxes to be paid or refunded for the
current period. Deferred income tax expense results from the changes in deferred tax assets and liabilities during the periods. These
gross deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future
reversals of temporary differences between the basis of assets and liabilities as measured by tax laws and their basis as reported in
our consolidated financial statements. We also recognize deferred tax assets for tax attributes such as net operating loss carryforwards
and tax credit carryforwards. We record valuation allowances to reduce deferred tax assets to the amounts we conclude are more likely-than-not
to be realized in the foreseeable future. While the Company has considered future taxable income and ongoing prudent and feasible tax
strategies in assessing the need for the valuation allowance, if these estimates and assumptions change in the future, the Company may
be required to adjust its valuation allowance.
Income tax benefits are recognized and measured
based upon a two-step model: 1) a tax position must be more likely-than-not to be sustained based solely on its technical merits in order
to be recognized, and 2) the benefit is measured as the largest dollar amount of that position that is more likely-than-not to be sustained
upon settlement. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred
to as an unrecognized tax benefit. Income tax related interest and penalties, if applicable, are accrued within income tax expense.
Revenue and Expense Recognition
In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis:
(i) identification of contracts with customers; (ii) determination of performance obligations; (iii) measurement of the transaction price;
(iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies
each performance obligation.
The Company generates revenues from plasma card
programs through fees generated from cardholders and interchange fees. Revenues from pharma card programs are generated through card program
management fees, transaction claim processing fees, interchange fees, customer service fees, other billable service fees and settlement
income. Other revenues are generated through cardholder fees, interchange fees, program management fees, load fees and breakage.
Plasma and pharma program revenues include both
fixed and variable components. Cardholder fees represent an obligation to the cardholder based on a per transaction basis and are recognized
at a point in time when the performance obligation is fulfilled. Card program management fees and transaction claims processing fees represent
obligations to our program sponsors. These fees are generally recognized as revenue when earned on a monthly basis and are typically payable
according to the terms outlined in the contract. The Company uses the output method to recognize card program management fee revenue at
the amount of consideration to which an entity has a right to invoice. The performance obligation is satisfied when the services are transferred
to the customer which the Company determined to be monthly, as the customer simultaneously receives and consumes the benefit from the
Companys performance. Interchange fees are earned when customer-issued cards are processed through card payment networks as the
nature of our promise to the customer is that we stand ready to process transactions at the customers requests on a daily basis
over the contract term. Since the timing and quantity of transactions to be processed by us are not determinable, we view interchange
fees to comprise an obligation to stand ready to process as many transactions as the customer requests. Accordingly, the promise to stand
ready is accounted for as a single series performance obligation. The Company uses the right to invoice practical expedient and recognizes
interchange fee revenue concurrent with the processing of card transactions. Interchange fees are settled in accordance with the card
payment network terms and conditions, which is typically within a few days.
| | 35 | | |
The portion of the dollar value of prepaid-stored
value cards that consumers do not ultimately redeem are referred to as breakage.In certain card programs where we hold the cardholder
funds and expect to be entitled to a breakage amount, we recognize revenue using estimated breakage rates ratably over the estimated card
life; provided that a significant reversal of the amount of breakage revenue recognized is not probable, and record adjustments to such
estimates when redemption is remote or we are legally defeased of the obligation, if applicable. For each program, we utilize a third
party to estimate breakage rates based on historical redemption patterns, market-specific trends, escheatment rules and existing economic
conditions. The Company accounts for breakage in accordance with Accounting Standards Update (ASU) 2016-04, LiabilitiesExtinguishment
of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Cards for the recognition of such revenue.
The Company utilizes the remote method of revenue
recognition for settlement income whereby the unspent card balances will be recognized as revenue at the expiration of the cards or the
respective card program. The Company records all revenue on a gross basis since it is the primary obligor and establishes the price in
the contract arrangement with its customers. The Company is currently under no obligation to refund any fees, and the Company does not
currently have any obligations for disputed claim settlements. Given the nature of the Companys services and contracts, generally
it has no contract assets as it pertains to services rendered but not invoiced.
Cost of revenues is comprised of transaction processing
fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program
management, application integration setup, fraud charges and sales and commission expense.
Stock-Based Compensation The Company
recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured
using the grant date trading price of our stock. The fair value of stock options is estimated at the grant date using the Black-Scholes
option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service
period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting
period of the entire option. The determination of fair value using the Black-Scholes option pricing model is affected by our stock price
as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free
interest rate.
**ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**
Because we are a smaller reporting company, we
are not required to provide the information called for by this Item.
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.**
The financial statements required by Article 8
of Regulation S-X are attached hereto as Exhibit A.
| | 36 | | |
**ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**
During the two fiscal years ended December 31,
2025 and 2024, we did not file any Current Report on Form 8-K reporting any change in accountants in which there was a reported disagreement
on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure.
**ITEM 9A. CONTROLS AND PROCEDURES.**
**Managements Report on Internal Control
over Financial Reporting and Remediation Initiatives**
*Disclosure Controls and Procedures*
We have evaluated, under the supervision of our
chief executive officer and chief financial officer and with the participation of other members of management, the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December
31, 2025. Disclosure controls and procedures means controls and other procedures that are designed to ensure that the information we are
required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and to ensure that information
required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025. Based on that evaluation, our chief
executive officer and chief financial officer concluded that, as of the evaluation date, such controls and procedures were effective.
*Managements Annual Report on Internal
Control Over Financial Reporting*
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over
financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed
by, or under the supervision of our principal executive officer and principal financial officer and implemented by our Board, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial
statements in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting
includes those policies and procedures that:
|
|
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
|
|
|
| |
|
|
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and | |
|
|
|
| |
|
|
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements | |
| | 37 | | |
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As of December 31, 2025, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer (our principal executive officer), our chief information
officer and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of our internal control
over financial reporting based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Managements assessment included an evaluation of the design of our internal
control over financial reporting and testing of the operational effectiveness of those controls.
Based upon this assessment, management concluded
that our internal control over financial reporting was effective as of December 31, 2025.
This annual report is not required and does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting as of December
31, 2025.
*Changes in Internal Control over Financial
Reporting*
There have been no changes in our internal control
over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
**ITEM 9B. OTHER INFORMATION.**
During the quarter ended December 31, 2025, no
director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading
arrangement (in each case, as defined in Item 408 of Regulation S-K).
**ITEM 9C. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.**
****
Not applicable.
****
****
****
****
****
****
****
| | 38 | | |
****
**PART
III**
****
**ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS and CORPORATE GOVERNANCE.**
The information required by this Item is incorporated
by reference to our proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the year
end December 31, 2025.
**ITEM 11. EXECUTIVE COMPENSATION.**
The information required by this Item is incorporated
by reference to our proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the year
end December 31, 2025.
**ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**
The information required by this Item is incorporated
by reference to our proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the year
end December 31, 2025.
**ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**
The information required by this Item is incorporated
by reference to our proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the year
end December 31, 2025.
**ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES.**
The information required by this Item is incorporated
by reference to our proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the year
end December 31, 2025.
****
| | 39 | | |
****
**PART
IV**
****
**ITEM 15. EXHIBITS and FINANCIAL
STATEMENT SCHEDULES.**
|
(a) |
The following documents are filed as a part of the report: | |
(1) All financial
statements: Audited financial statements of Paysign, Inc. as of December 31, 2025 and 2024, and for the years ended December 31,
2025 and 2024, including balance sheets, statements of income, statements of cash flows, and statements of changes in
stockholders equity required to be filed hereunder are listed in Exhibit A.
(2) Those financial
statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below: None.
(3) Those exhibits
required by Item 601 of Regulation S-K (Section 229.601 of this chapter) and by paragraph (b) below. Identify in the list each
management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of
this report: See below.
|
(b) |
Exhibits. | |
|
Exhibit
Number |
Description of Exhibits | |
|
3.1 |
Amended and Restated Articles of Incorporation dated April 23, 2019 (1) | |
|
3.2 |
Amended and Restated Bylaws (2) | |
|
4.2 |
Description of Paysign, Inc.s Securities (3) | |
|
10.1 |
Share Exchange Agreement between 3PEA International, Inc. and WOW Technologies, Inc. (4) | |
|
10.2 |
Form of Restricted Stock Award (5) | |
|
10.3 |
2018 Incentive Compensation Plan (6) | |
|
10.4 |
Form of Incentive Stock Option Agreement (7) | |
|
10.5 |
Form of Non-Qualified Stock Option Agreement (8) | |
|
10.6 |
Form of Restricted Stock Agreement (9) | |
|
10.7 |
Non-Qualified Stock Option Agreement for Dan Henry (10) | |
|
10.8 |
Form of Restricted Stock Award under 2018 Incentive Compensation Plan (11) | |
|
10.9 |
Form of Restricted Stock Award (12) | |
|
10.10 |
Stock Repurchase Agreement, dated March 23, 2023, by and between Paysign, Inc. and Daniel H. Spence (13) | |
|
10.11 |
Paysign, Inc. 2023 Equity Incentive Plan (14) | |
|
14 |
Code
of Ethics (15) | |
|
16.1 |
Letter from Moss Adams LLP to the Securities and Exchange Commission dated June 5, 2025 (16) | |
|
19.1 |
Paysign, Inc. Insider Trading Policies and Procedures (17) | |
|
21 |
Subsidiaries of Registrant (18) | |
| | 40 | | |
|
23.1* |
Consent of Baker Tilly US, LLP | |
|
31.1* |
Rule 13a-14(a)/15d-14(a) Certifications | |
|
31.2* |
Rule 13a-14(a)/15d-14(a) Certifications | |
|
32.1* |
Section 1350 Certifications | |
|
32.2* |
Section 1350 Certifications | |
|
97.1 |
Paysign, Inc. Policy Relating to Recovery of Erroneously Awarded Compensation (19) | |
|
101.INS |
XBRL Instance Document | |
|
101.SCH |
XBRL Schema Document | |
|
101.CAL |
XBRL Calculation Linkbase Document | |
|
101.LAB |
XBRL Label Linkbase Document | |
|
101.PRE |
XBRL Presentation Linkbase Document | |
|
101.DEF |
XBRL Definition Linkbase Document | |
|
104 |
Cover Page Interactive Data File | |
|
* Filed herewith. | |
|
(1) |
Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 9, 2019 (File Number 001-38623). | |
|
(2) |
Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on March 15, 2024 (File Number 000-38623). | |
|
(3) |
Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed on April 3, 2020 (File Number 001-38623). | |
|
(4) |
Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form 10 filed on September 16, 2010 (File Number 000-54123). | |
|
(5) |
Incorporated by reference to Exhibit 4.1 to our Form S-8 filed on March 29, 2019 (File Number 333-230634). | |
|
(6) |
Incorporated by reference to Exhibit 4.1 to our Form S-8 filed on March 29, 2019 (File Number 333-230632). | |
|
(7) |
Incorporated by reference to Exhibit 4.2 to our Form S-8 filed on March 29, 2019 (File Number 333-230632). | |
|
(8) |
Incorporated by reference to Exhibit 4.3 to our Form S-8 filed on March 29, 2019 (File Number 333-230632). | |
|
(9) |
Incorporated by reference to Exhibit 4.4 to our Form S-8 filed on March 29, 2019 (File Number 333-230632). | |
|
(10) |
Incorporated by reference to Exhibit 4.3 to our Form S-8 filed on August 22, 2019 (File Number 333-233400). | |
|
(11) |
Incorporated by reference to Exhibit 4.1 to our Form 10-Q filed on August 7, 2019 (File Number 333-230632). | |
|
(12) |
Incorporated by reference to Exhibit 4.2 to our Form 10-Q filed on August 7, 2019 (File Number 001-38623). | |
|
(13) |
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 28, 2023 (File Number 001-38623). | |
|
(14) |
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 9, 2023 (File Number 001-38623). | |
|
(15) |
Incorporated by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed on April 3, 2020 (File Number 001-38623). | |
|
(16) |
Incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed on June 6, 2025 (File Number 001-38623). | |
|
(17) |
Incorporated by reference to Exhibit 21 to our Annual Report on Form 10-K filed on March 26, 2025 (File Number 001-38623). | |
|
(18) |
Incorporated by reference to Exhibit 21 to our Annual Report on Form
10-K filed on March 26, 2021 (File Number 001-38623). | |
|
(19) |
Incorporated by reference to Exhibit 21 to our Annual Report on Form 10-K filed on March 26, 2025 (File Number 001-38623). | |
|
(c) |
Other Financial Statement Schedules: None. | |
****
**ITEM 16. Form 10-k summary**
Not applicable.
| | 41 | | |
****
**SIGNATURES**
Pursuant to the requirements of Section 13 or
15(d) 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.
|
|
PAYSIGN, INC. | |
|
|
| |
|
|
By: | |
|
Dated: March 25, 2026 |
/s/ Mark Newcomer | |
|
|
Mark Newcomer, President and Chief Executive Officer | |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
|
Dated: March 25, 2026 |
/s/ Mark Newcomer | |
|
|
Mark Newcomer, President, Chief Executive Officer, and Director (Principal Executive
Officer) | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Jeff Baker | |
|
|
Jeff Baker, Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer) | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Joan Herman | |
|
|
Joan Herman, Executive Vice President and Director | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Dan Henry | |
|
|
Dan Henry, Director and Chairman | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Matthew Lanford | |
|
|
Matthew Lanford, Director | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Bruce Mina | |
|
|
Bruce Mina, Director | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Jeffrey B. Newman | |
|
|
Jeffrey B. Newman, Director | |
|
|
| |
|
Dated: March 25, 2026 |
/s/ Dennis Triplett | |
|
|
Dennis Triplett, Director | |
****
****
| | 42 | | |
****
**EXHIBIT A**
****
****
**PAYSIGN, INC.**
****
**CONSOLIDATED FINANCIAL STATEMENTS**
****
**AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025
AND 2024**
****
**WITH AUDIT REPORTS OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRMS**
****
****
**TABLE OF CONTENTS**
|
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PAGE | |
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| |
|
Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP; PCAOB ID #23) |
F-2 | |
|
|
| |
|
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-4 | |
|
|
| |
|
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 |
F-5 | |
|
|
| |
|
Consolidated Statements of Stockholders Equity for the years ended December 31, 2025 and 2024 |
F-6 | |
|
|
| |
|
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 |
F-7 | |
|
|
| |
|
Notes to Consolidated Financial Statements |
F-8 | |
****
| | F-1 | | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Paysign, Inc.
**Opinion on the Financial Statements**
We have audited the accompanying consolidated balance sheets of Paysign,
Inc. (the Company) as of December31, 2025 and 2024, the related consolidated statements of statements of operations, stockholders
equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of
the Company as of December31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United States of America.
**
**Basis for Opinion**
These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
**
**Critical Audit Matter**
The critical audit matter communicated below is a matter arising from
the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee
and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
**
**Business Combination - Valuation of Acquired Technologies**
****
*Critical Audit Matter Description*
****
As described in notes 2 and note 3 to the consolidated financial statements,
the Company completed the acquisition of Gamma Innovation LLC on March 19, 2025. The acquisition was accounted for as a business combination
that resulted in the identification and recognition of acquired technologies intangible assets. The Company used an income approach and
cost replacement method to measure the estimated fair values of the acquired technologies intangible assets. The significant assumptions
used in the income approach included assumed revenue growth rates, discount rate, economic lives, margins and contributory asset charges.
| | F-2 | | |
We identified the valuation of the acquired technologies intangible
assets as a critical audit matter. The principal considerations for our determination of the valuation of the acquired technologies intangible
assets as a critical audit matter is the especially challenging, complex and subjective auditor judgement required when performing audit
procedures and evaluating the results of those procedures.
*How We Addressed the Matter in Our Audit*
****
Addressing the matter involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to
the critical audit matter included the following, among others:
****
|
| We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the appropriateness of the selected
valuation methodology for the identifiable intangible assets and evaluating the reasonableness of the significant assumptions used, including
assumed revenue growth rates, discount rate, economic lives, and margins and contributory asset charges. | |
|
| We evaluated whether significant assumptions used by management, including assumed revenue growth rates, discount rate, economic lives,
and margins and contributory asset charges, were reasonable by considering past performance of similar assets, peer market data, current
market forecasts, and whether such assumptions were consistent with evidence obtained in other areas of the audit. | |
|
| Performed independent tests of the valuation models to verify mathematical accuracy and internal consistency and conducted sensitivity
analyses to determine the effect of changes in key assumptions on the estimated fair values of the identifiable intangible assets. | |
|
| Tested the accuracy and completeness of underlying data used in the valuation models. | |
|
| Corroborated managements assumptions and valuation conclusions with external market evidence where available. | |
/s/ Baker Tilly US, LLP
Dallas, Texas
March 25, 2026
We have served as the Companys auditor
since 2022.
****
| | F-3 | | |
****
**PAYSIGN, INC.**
**CONSOLIDATED BALANCE SHEETS**
**DECEMBER 31, 2025 AND 2024**
****
|
| |
| | |
| | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
ASSETS | |
| | | |
| | | |
|
Current assets | |
| | | |
| | | |
|
Cash | |
$ | 21,067,651 | | |
$ | 10,766,982 | | |
|
Restricted cash | |
| 143,917,060 | | |
| 111,576,204 | | |
|
Accounts receivable, net | |
| 72,191,994 | | |
| 32,639,242 | | |
|
Other receivables | |
| 926,529 | | |
| 1,606,276 | | |
|
Prepaid expenses and other current assets | |
| 1,953,717 | | |
| 2,247,929 | | |
|
Total current assets | |
| 240,056,951 | | |
| 158,836,633 | | |
|
| |
| | | |
| | | |
|
Fixed assets, net | |
| 1,897,892 | | |
| 1,157,975 | | |
|
Intangible assets, net | |
| 22,346,213 | | |
| 12,239,717 | | |
|
Goodwill | |
| 4,487,637 | | |
| | | |
|
Operating lease right-of-use asset | |
| 5,729,541 | | |
| 2,792,922 | | |
|
Deferred tax asset, net | |
| 1,734,969 | | |
| 4,000,950 | | |
|
| |
| | | |
| | | |
|
Total assets | |
$ | 276,253,203 | | |
$ | 179,028,197 | | |
|
| |
| | | |
| | | |
|
LIABILITIES AND STOCKHOLDERS EQUITY | |
| | | |
| | | |
|
Current liabilities | |
| | | |
| | | |
|
Accounts payable and accrued liabilities | |
$ | 70,542,803 | | |
$ | 34,330,217 | | |
|
Operating lease liability, current portion | |
| 751,503 | | |
| 448,008 | | |
|
Other liabilities, current portion | |
| 1,863,116 | | |
| | | |
|
Customer card funding | |
| 143,191,068 | | |
| 111,328,270 | | |
|
Total current liabilities | |
| 216,348,490 | | |
| 146,106,495 | | |
|
| |
| | | |
| | | |
|
Operating lease liability, long-term portion | |
| 5,273,891 | | |
| 2,480,070 | | |
|
Other liabilities, long-term portion | |
| 6,140,651 | | |
| | | |
|
| |
| | | |
| | | |
|
Total liabilities | |
| 227,763,032 | | |
| 148,586,565 | | |
|
Commitments and contingencies (Note 10) | |
| | | |
| | | |
|
Stockholders equity | |
| | | |
| | | |
|
Preferred stock: $0.001 par value; 25,000,000 shares authorized; none issued and outstanding | |
| | | |
| | | |
|
Common stock; $0.001 par value; 150,000,000 shares authorized, 56,021,596 and 54,358,382 issued at December 31, 2025 and 2024, respectively | |
| 56,022 | | |
| 54,358 | | |
|
Additional paid-in capital | |
| 35,503,253 | | |
| 24,632,205 | | |
|
Treasury stock at cost, 934,708 shares and 834,708 shares, respectively | |
| (2,148,715 | ) | |
| (1,772,929 | ) | |
|
Retained earnings | |
| 15,079,611 | | |
| 7,527,998 | | |
|
Total stockholders equity | |
| 48,490,171 | | |
| 30,441,632 | | |
|
| |
| | | |
| | | |
|
Total liabilities and stockholders equity | |
$ | 276,253,203 | | |
$ | 179,028,197 | | |
****
See accompanying notes to consolidated financial
statements.
****
| | F-4 | | |
****
**PAYSIGN, INC.**
**CONSOLIDATED STATEMENTS OF OPERATIONS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
****
|
| |
| | |
| | |
|
| |
Year ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Revenues | |
| | | |
| | | |
|
Plasma industry | |
$ | 45,615,640 | | |
$ | 43,879,508 | | |
|
Pharma industry | |
| 33,888,631 | | |
| 12,652,412 | | |
|
Other | |
| 2,523,905 | | |
| 1,852,632 | | |
|
Total revenues | |
| 82,028,176 | | |
| 58,384,552 | | |
|
| |
| | | |
| | | |
|
Cost of revenues | |
| 33,311,223 | | |
| 26,187,218 | | |
|
| |
| | | |
| | | |
|
Gross profit | |
| 48,716,953 | | |
| 32,197,334 | | |
|
| |
| | | |
| | | |
|
Operating expenses | |
| | | |
| | | |
|
Selling, general and administrative | |
| 33,035,317 | | |
| 25,180,840 | | |
|
Depreciation and amortization | |
| 8,318,797 | | |
| 5,994,986 | | |
|
Total operating expenses | |
| 41,354,114 | | |
| 31,175,826 | | |
|
| |
| | | |
| | | |
|
Income from operations | |
| 7,362,839 | | |
| 1,021,508 | | |
|
| |
| | | |
| | | |
|
Other income | |
| | | |
| | | |
|
Interest income, net | |
| 2,670,415 | | |
| 3,116,689 | | |
|
| |
| | | |
| | | |
|
Income before income tax provision | |
| 10,033,254 | | |
| 4,138,197 | | |
|
Income tax provision | |
| 2,481,641 | | |
| 322,290 | | |
|
| |
| | | |
| | | |
|
Net income | |
$ | 7,551,613 | | |
$ | 3,815,907 | | |
|
| |
| | | |
| | | |
|
Income per share | |
| | | |
| | | |
|
Basic | |
$ | 0.14 | | |
$ | 0.07 | | |
|
Diluted | |
$ | 0.13 | | |
$ | 0.07 | | |
|
| |
| | | |
| | | |
|
Weighted average common shares | |
| | | |
| | | |
|
Basic | |
| 54,426,584 | | |
| 53,207,555 | | |
|
Diluted | |
| 59,648,531 | | |
| 55,588,459 | | |
See accompanying notes to consolidated financial
statements.
****
| | F-5 | | |
****
**PAYSIGN, INC.**
**CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
****
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| |
Common Stock | | |
Additional Paid-in | | |
Treasury Stock | | |
Retained | | |
Total Stockholders | | |
|
| |
Shares | | |
Amount | | |
Capital | | |
Shares | | |
Amount | | |
Earnings | | |
Equity | | |
|
Balance, December 31, 2023 | |
| 53,452,382 | | |
$ | 53,452 | | |
$ | 21,999,722 | | |
| (698,008 | ) | |
$ | (1,277,884 | ) | |
$ | 3,712,091 | | |
$ | 24,487,381 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Stock issued upon vesting of restricted stock | |
| 894,000 | | |
| 894 | | |
| (894 | ) | |
| | | |
| | | |
| | | |
| | | |
|
Exercise of stock options | |
| 12,000 | | |
| 12 | | |
| 28,788 | | |
| | | |
| | | |
| | | |
| 28,800 | | |
|
Stock-based compensation | |
| | | |
| | | |
| 2,604,589 | | |
| | | |
| | | |
| | | |
| 2,604,589 | | |
|
Repurchase of common stock | |
| | | |
| | | |
| | | |
| (136,700 | ) | |
| (495,045 | ) | |
| | | |
| (495,045 | ) | |
|
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,815,907 | | |
| 3,815,907 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance, December 31, 2024 | |
| 54,358,382 | | |
| 54,358 | | |
| 24,632,205 | | |
| (834,708 | ) | |
| (1,772,929 | ) | |
| 7,527,998 | | |
| 30,441,632 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Stock issued upon vesting of restricted stock | |
| 1,457,000 | | |
| 1,457 | | |
| (1457 | ) | |
| | | |
| | | |
| | | |
| | | |
|
Exercise of stock options | |
| 206,214 | | |
| 207 | | |
| 660,447 | | |
| | | |
| | | |
| | | |
| 660,654 | | |
|
Stock-based compensation | |
| | | |
| | | |
| 4,262,058 | | |
| | | |
| | | |
| | | |
| 4,262,058 | | |
|
Repurchase of common stock | |
| | | |
| | | |
| | | |
| (100,000 | ) | |
| (375,786 | ) | |
| | | |
| (375,786 | ) | |
|
Issuance of stock in business combination | |
| | | |
| | | |
| 5,950,000 | | |
| | | |
| | | |
| | | |
| 5,950,000 | | |
|
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 7,551,613 | | |
| 7,551,613 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance, December 31, 2025 | |
| 56,021,596 | | |
$ | 56,022 | | |
$ | 35,503,253 | | |
| (934,708 | ) | |
$ | (2,148,715 | ) | |
$ | 15,079,611 | | |
$ | 48,490,171 | | |
****
See accompanying notes to consolidated financial
statements.
****
| | F-6 | | |
****
**PAYSIGN, INC.**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
****
|
| |
| | |
| | |
|
| |
Year ended December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Cash flows from operating activities: | |
| | | |
| | | |
|
Net income | |
$ | 7,551,613 | | |
$ | 3,815,907 | | |
|
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
|
Stock-based compensation expense | |
| 4,262,058 | | |
| 2,604,589 | | |
|
Depreciation and amortization | |
| 8,318,797 | | |
| 5,994,986 | | |
|
Noncash lease expense | |
| 591,786 | | |
| 422,103 | | |
|
Deferred income taxes, net | |
| 2,265,981 | | |
| 298,780 | | |
|
| |
| | | |
| | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Accounts receivable | |
| (39,552,752 | ) | |
| (16,416,901 | ) | |
|
Other receivables | |
| 679,747 | | |
| (20,293 | ) | |
|
Prepaid expenses and other current assets | |
| 294,212 | | |
| (227,148 | ) | |
|
Accounts payable and accrued liabilities | |
| 36,607,716 | | |
| 7,812,650 | | |
|
Operating lease liability | |
| (431,089 | ) | |
| (383,699 | ) | |
|
Customer card funding | |
| 31,862,798 | | |
| 19,046,146 | | |
|
Net cash provided by operating activities | |
| 52,450,867 | | |
| 22,947,120 | | |
|
| |
| | | |
| | | |
|
Cash flows from investing activities: | |
| | | |
| | | |
|
Purchase of fixed assets | |
| (1,209,048 | ) | |
| (434,901 | ) | |
|
Capitalization of internally developed software | |
| (6,801,761 | ) | |
| (8,926,201 | ) | |
|
Purchase of intangible assets | |
| (83,401 | ) | |
| (127,600 | ) | |
|
Net assets acquired in business combination | |
| (2,000,000 | ) | |
| | | |
|
Net cash used in investing activities | |
| (10,094,210 | ) | |
| (9,488,702 | ) | |
|
| |
| | | |
| | | |
|
Cash flows from financing activities: | |
| | | |
| | | |
|
Proceeds from exercise of stock options | |
| 660,654 | | |
| 28,800 | | |
|
Repurchase of common stock | |
| (375,786 | ) | |
| (495,045 | ) | |
|
Net cash provided by (used in) financing activities | |
| 284,868 | | |
| (466,245 | ) | |
|
| |
| | | |
| | | |
|
Net change in cash and restricted cash | |
| 42,641,525 | | |
| 12,992,173 | | |
|
Cash and restricted cash, beginning of period | |
| 122,343,186 | | |
| 109,351,013 | | |
|
| |
| | | |
| | | |
|
Cash and restricted cash, end of period | |
$ | 164,984,711 | | |
$ | 122,343,186 | | |
|
| |
| | | |
| | | |
|
Cash and restricted cash reconciliation: | |
| | | |
| | | |
|
Cash | |
$ | 21,067,651 | | |
$ | 10,766,982 | | |
|
Restricted cash | |
| 143,917,060 | | |
| 111,576,204 | | |
|
Total cash and restricted cash | |
$ | 164,984,711 | | |
$ | 122,343,186 | | |
|
Supplemental cash flow information: | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Non-cash assets acquired in business combination | |
$ | 13,558,637 | | |
$ | | | |
|
Non-cash liabilities incurred in business combination | |
$ | (7,608,637 | ) | |
$ | | | |
|
Common stock issued in business combination | |
$ | (5,950,000 | ) | |
$ | | | |
|
Right-of-use assets obtained in exchange for new operating lease liabilities, net | |
$ | 3,528,404 | | |
$ | | | |
|
Cash paid for taxes | |
$ | 414,186 | | |
$ | 136,631 | | |
See accompanying notes to consolidated financial
statements.
****
****
| | F-7 | | |
****
**PAYSIGN, INC.**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
****
****
1.DESCRIPTION
OF BUSINESS AND HISTORY
About Paysign, Inc.
Paysign, Inc. (the Company, Paysign,
we or our) was incorporated on August 24, 1995, and trades under the symbol PAYS on The Nasdaq Stock Market
LLC. Paysign is a provider of prepaid card programs, comprehensive patient affordability offerings, life science software technology solutions,
digital banking services and integrated payment processing designed for businesses, consumers and government entities. Headquartered in
Nevada, the Company creates customized, innovative payment solutions for clients across all industries, including pharmaceutical, healthcare,
hospitality and retail.
2.SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation The
consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and
transactions have been eliminated.
Year End The Companys year-end
is December31.
Subsequent Events The Company discloses
subsequent events that provide evidence about conditions that did not change the consolidated financial statements at the balance sheet
date but have a significant effect on the financial statements at the time of occurrence or on future operations of the Company. There
have been no subsequent events since the balance sheet date.
Segment Reporting The Company operates
as one business, a vertically integrated provider of prepaid card products and processing services. The Companys chief operating
decision maker (CODM), who is the Companys chief executive officer, utilizes a consolidated approach to assess the
performance of and allocate resources to the business. Accordingly, management has concluded that the Company consists of a single operating
segment and single reportable segment for accounting and financial reporting purposes.
The CODM regularly assesses the performance of
the single operating and reporting segment based on consolidated net income. The CODM reviews expenses at a level consistent with those
reported in the Companys consolidated statements of income. All significant expense categories are reflected in the consolidated
statements of income. The measure of segment assets is reflected in the consolidated statements of financial condition as total assets.
| | F-8 | | |
Use of Estimates The preparation
of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and (iii) the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents The Company
considers all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash
equivalents for the purposes of the statement of cash flows. The Company had no cash equivalents at December 31, 2025 and 2024.
Restricted Cash At December 31,
2025 and 2024, restricted cash consisted of funds held specifically for our card product and pharma patient affordability programs that
are contractually restricted to use. The Company includes changes in restricted cash balances with cash and cash equivalents when reconciling
the beginning and ending total amounts in our consolidated statements of cash flows.
Reimbursement Receivables At December
31, 2025 and 2024, accounts receivable included $62,366,232 and $27,566,694, respectively, of customer reimbursement balances of pass-through
claims, which are fully offset in accounts payable and accrued liabilities. Accounts receivable also include accruals and trade receivables
for program management and processing fees that have terms pursuant to their related contracts.
The Company applied current accounting guidance
to evaluate whether its accounts receivable balances were subject to credit losses. A combination of aging and loss-rate methodologies
was used to estimate current expected credit losses. In developing this estimate, the Company considered a broad range of information,
including historical loss experience adjusted for current conditions and expectations of future trends. The evaluation also incorporated
qualitative and quantitative risk factors such as the age of receivable balances, expected timing of payment, contract terms and conditions,
geographic risk and relevant industry or economic trends. Based on this assessment, the Company concluded that any potential credit loss
estimate and related allowance would be immaterial and, therefore, no allowance was recorded.
Concentrations of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and
restricted cash. The Company maintains its cash and cash equivalents and restricted cash in various bank accounts primarily with one financial
institution in the United States, which at times may exceed federally insured limits. If this financial institution were to be placed
into receivership, we may be unable to access the cash we have on deposit. If we are unable to access our cash and cash equivalents as
needed, our financial position and ability to operate our business could be adversely affected. The Company has not experienced, nor does
it anticipate any losses with respect to such accounts. At December 31, 2025 and 2024, the Company had approximately $1,427,627 and $686,177,
respectively, in excess of federally insured bank account limits. In February of 2024, the Company initiated a program with one of our
financial institutions called deposit swapping, where the financial institution utilizes a third-party who is participating in reciprocal
deposit networks. This program is an alternative way for our financial institution to offer us full Federal Deposit Insurance Corporation
(FDIC) insurance on deposits over $250,000. Under this program, deposit networks divide uninsured deposits into smaller
units and distribute these monies among participating banks in the network, where the monies are fully FDIC insured.
| | F-9 | | |
As of December 31, 2025, the Company also had
a concentration of accounts receivable risk, as one pharma patient affordability customer individually represented 31% of our accounts
receivable balance. Two pharma patient affordability program customers each individually represented 17% and 15% of our accounts receivable
balance on December 31, 2024. These accounts receivable balances relate to pass-through claim reimbursements that have been paid on behalf
of the pharma program customers.
Business Combinations The Company
accounts for business combinations using the acquisition method. As of the acquisition date, the acquirer recognizes, separately from
goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. Goodwill is initially
measured at cost, being the excess of the cost of acquisition over the fair value of the net identifiable assets acquired and liabilities
assumed. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value
and the amount of any non-controlling interest in the acquiree. If the cost of acquisition is lower than the fair value of the net identifiable
assets, the difference is recognized in profit. Acquisition costs are expensed as incurred.
Fixed Assets Fixed assets are stated
at cost less accumulated depreciation. Depreciation is principally recorded using the straight-line method over the estimated useful life
of the asset, which is generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Leasehold improvements
are capitalized and depreciated over the shorter of the remaining lease term or the estimated useful life of the improvements. Expenditures
for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation
are removed from the accounts and any gain or loss is reflected in other income (expense).
The Company periodically evaluates whether events
and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance
of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over
the remaining life of the fixed assets in measuring their recoverability.
Intangible Assets For intangible
assets, the Company recognizes an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds its fair
value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use of the asset.
Intangible assets with an indefinite-life are
not amortized. Intangible assets with a finite life are amortized on a straight-line basis over their estimated useful lives, which are
generally 3 to 15 years.
**
*Goodwill* Our methodology for
allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques. Goodwill represents
a residual value as of the acquisition date, which in most cases results in measuring goodwill as an excess of the purchase consideration
transferred plus the fair value of any noncontrolling interest in the acquired company over the fair value of net assets acquired, including
contingent consideration. We perform goodwill impairment tests on an annual basis, evaluated at a single reporting unit in the fourth
fiscal quarter and between annual tests in certain circumstances. The assessment of fair value for goodwill and purchased intangible assets
is based on factors that market participants would use in an orderly transaction in accordance with the new accounting guidance for the
fair value measurement of non-financial assets.
| | F-10 | | |
The goodwill recorded in the consolidated balance
sheets as of December 31, 2025 and December 31, 2024 was $4,487,637 and $0, respectively. For year ended December 31, 2025, the increase
in goodwill was due to our acquisition of Gamma Innovation LLC on March 19, 2025 (see Note 3- ACQUISITION in the notes to
the accompanying consolidated financial statements). The estimates used to calculate the fair value of our business from year to year
are based on operating results, market conditions, changes in industry and other factors. Changes in these estimates and assumptions could
materially affect the determination of fair value and goodwill impairment. For the year ended December 31, 2025, management evaluated
qualitative factors and concluded that it is more likely than not that goodwill was not impaired.
*Internally Developed Software Costs *Computer software development costs are generally expensed as incurred. However, costs related to software developed for internal
use, for resale, or for website development may be capitalized when they meet the criteria outlined below. These costs include compensation
and related expenses, hardware and software costs and expenditures incurred in developing features and functionality.
For computer software developed or obtained for
internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as
incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line
method over a three-year estimated useful life, beginning in the period in which the software is available for use.
Costs incurred to develop software products
for sale, lease or other marketing are expensed as incurred until technological feasibility is established. Once technological
feasibility has been established, qualifying development costs are capitalized until the product is available for general release to
customers. Capitalized costs are amortized using the straight-line method over a 10-year estimated useful life.
*Contract Assets*** Incremental
costs to obtain or fulfill a contract with a customer are capitalized. The Company determines the costs that are incremental by confirming
the costs (i) are directly related to a customers contract, (ii) generate or enhance resources to fulfill contract performance
obligations in the future and (iii) are recoverable. Amortization is on a straight-line basis generally over three to five years, beginning
when goods and services are transferred to the customer or group of customers.
*Hosting
Implementation*** Costs to implement the cloud computing arrangements (the hosting site) are
accounted for by following the same model as internally developed software costs. Costs that are incurred in the preliminary project
and post implementation stages of hosting development are expensed when they are incurred. Costs incurred during the application and
development stage are capitalized. Capitalized costs are amortized using the straight-line method over a three
year estimated useful life, beginning in the period when the hosting site is available for use.
Customer Card Funding As of December
31, 2025 and 2024, customer card funding represents funds loaded or available to be loaded on cards for the Companys card product
programs, as well as the prefunding of reimbursement claims for patient affordability programs.
Fair Value of Financial Instruments
Under applicable accounting guidance, fair value is defined as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.
| | F-11 | | |
The Company determines the fair values of our
financial instruments based on the fair value hierarchy established under applicable accounting guidance which requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following describes the three-level
hierarchy:
Level 1 Unadjusted quoted prices in active
markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities.
Level 2 Observable inputs other than Level
1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that
are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. We currently
do not have any assets or liabilities in this category.
Level 3 Unobservable inputs that are supported
by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair
value for such assets and liabilities is generally determined using pricing models, market comparables, discounted cash flow methodologies
or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. During the year
ended December 31, 2025, there were no changes in the fair value of assets and liabilities within this category.
Earnings Per Share Basic earnings
per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the
weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is computed using the weighted-average
number of common and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent
shares are excluded from the computation if their effect on the diluted earnings per share calculation is anti-dilutive.
Income Taxes Income tax expense
is comprised of current and deferred income tax expense. Current income tax expense approximates taxes to be paid or refunded for the
current period. Deferred income tax expense results from the changes in deferred tax assets and liabilities during the periods. These
gross deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future
reversals of temporary differences between the basis of assets and liabilities as measured by tax laws and their basis as reported in
our consolidated financial statements. The Company also recognizes deferred tax assets for tax attributes such as net operating loss carryforwards
and tax credit carryforwards. Valuation allowances are recorded to reduce deferred tax assets to the amounts we conclude are more likely-than-not
to be realized in the foreseeable future. While the Company has considered future taxable income and ongoing prudent and feasible tax
strategies in assessing the need for the valuation allowance, if these estimates and assumptions change in the future, the Company may
be required to adjust its valuation allowance.
The Company recognizes and measures its unrecognized
tax benefits in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
No. 740, *Income Taxes*. Under that guidance, management recognizes uncertain tax positions that are more likely than not
to be sustained if the relevant tax authority were to audit the position with full knowledge of all the relevant facts and other information,
including the technical merits of those positions. For those tax positions that meet this threshold, we measure the amount of tax benefit
based on the largest amount of tax benefit that has a greater than 50% chance of being realized in a final settlement with the relevant
authority. The measurement of unrecognized tax benefits is adjusted when new information is available or when an event occurs that requires
a change. Income tax related interest and penalties, if applicable, are accrued within income tax expense.
| | F-12 | | |
Revenue and Expense Recognition
In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis:
(i) identification of contracts with customers; (ii) determination of performance obligations; (iii) measurement of the transaction price;
(iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies
each performance obligation.
The Company generates revenues from plasma card
programs through fees generated from cardholder fees and interchange fees. Revenues from pharma card programs are generated through card
program management fees, transaction claims processing fees, interchange fees, and settlement income. Other revenues are generated through
cardholder fees, interchange fees, program management fees, load fees and breakage. Life science software technology solutions, acquired
through our Gamma Innovation LLC acquisition, has not generated revenue as of December 31, 2025.
Plasma and pharma program revenues include both
fixed and variable components. Cardholder fees represent an obligation to the cardholder based on a per transaction basis and are recognized
at a point in time when the performance obligation is fulfilled. Card program management fees and transaction claims processing fees include
an obligation to our program sponsors and are generally recognized when earned on a monthly basis and are typically due pursuant to the
contract terms. The Company uses the output method to recognize card program management fee revenue at the amount of consideration to
which an entity has a right to invoice. The performance obligation is satisfied when the services are transferred to the customer which
the Company determined to be monthly, as the customer simultaneously receives and consumes the benefit from the Companys performance.
Interchange fees are earned when customer-issued cards are processed through card payment networks as the nature of our promise to the
customer is that we stand ready to process transactions at the customers requests on a daily basis over the contract term. Since
the timing and quantity of transactions to be processed by us are not determinable, we view interchange fees to comprise an obligation
to stand ready to process as many transactions as the customer requests. Accordingly, the promise to stand ready is accounted for as a
single series performance obligation. The Company uses the right to invoice practical expedient and recognizes interchange fee revenue
concurrent with the processing of card transactions. Interchange fees are settled in accordance with the card payment network terms and
conditions, which is typically within a few days.
The portion of the dollar value of prepaid-stored
value cards that consumers do not ultimately redeem are referred to as breakage.In certain card programs where we hold the cardholder
funds and expect to be entitled to a breakage amount, we recognize revenue using estimated breakage rates ratably over the estimated card
life; provided that a significant reversal of the amount of breakage revenue recognized is not probable, and record adjustments to such
estimates when redemption is remote or we are legally defeased of the obligation, if applicable. For each program, we utilize a third
party to estimate breakage rates based on historical redemption patterns, market-specific trends, escheatment rules and existing economic
conditions. The Company accounts for breakage in accordance with Accounting Standards Update (ASU) 2016-04, *LiabilitiesExtinguishment
of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Cards*for the recognition of such revenue.
Breakage revenue is recorded in other revenue on the consolidated statements of operations and was $474,709 and $242,355 for the years
ended December 31, 2025 and 2024, respectively.
The Company utilizes the remote method of
revenue recognition for settlement income whereby the unspent card balances will be recognized as revenue at the expiration of the
cards or the respective card program. The Company records all revenue on a gross basis since it is the primary obligor and
establishes the price in the contract arrangement with its customers. The Company is currently under no obligation to refund any
fees, and the Company does not currently have any obligations for disputed claim settlements. Given the nature of the
Companys services and contracts, generally it has no contract assets as it pertains to services rendered but not invoiced.
Settlement income was $0
and $30 thousand for the years ended December 31, 2025 and 2024, respectively.
| | F-13 | | |
Cost of revenues is comprised of transaction processing
fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program
management, application integration setup, fraud charges, and sales and commission expense.
Operating Leases The Company determines
if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs.
In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a
period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially
all of the economic benefits from the use of the identified asset throughout the period of use and (ii)direct the use of the identified
asset.
In determining the present value of lease payments
at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit
in the lease is readily determinable. Certain lease contracts include obligations to pay for other services, such as maintenance, we account
for these other services as a non-lease component of the lease and not considered when accounting for the lease. The liability for operating
leases is based on the present value of future lease payments. Operating lease expenses are recorded as rent expense, which is included
within selling, general and administrative expenses within the consolidated statements of operations and presented as operating cash outflows
within the consolidated statements of cash flows.
**
Leases with an initial term of 12 months or less
are not recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term.
Stock-Based Compensation The Company
recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured
using the grant date trading price of our stock. The fair value of stock options is estimated at the grant date using the Black-Scholes
option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service
period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting
period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well
as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest
rate.
Advertising Costs Advertising costs
incurred in the normal course of operations are expensed as incurred. During the years ended December 31, 2025 and 2024, the Company expensed
$553,667 and $484,566, respectively, included in selling, general and administrative expense.
Recently
Issued Accounting Pronouncement In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09,
*Income Taxes Improvements to Income Tax Disclosures*, requiring enhancements and further transparency to
certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years
beginning after December15,2024 on a prospective basis and retrospective application is permitted. We adopted ASU 2023-09
effective December 31, 2025 and applied it retrospectively to all periods presented in the financial statements. The adoption resulted
in expanded disclosures of the components of the reconciliation between income tax expense and statutory expectations as well as expanded
disclosures of income taxes paid. See "Note 13Income Taxes" for further information. Because the ASU affects disclosures
only, the adoption did not affect the Companys Consolidated Statements of Operations or Consolidated Balance Sheets.
| | F-14 | | |
Recently
Issued Accounting Pronouncement Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Disaggregation of
Income Statement Expenses, which requires disclosure in the notes to financial statements of specified information about certain
costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026. Early adoption is
permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective
date of this update or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating
the potential effects of ASU 2024-03 on our consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial
Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05),
which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets.
ASU 2025-05 will be effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting
periods and should be applied prospectively. The Company is currently evaluating the impact that this guidance will have on the Company's
consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06,
"Targeted Improvements to the Accounting for Internal-Use Software," which simplifies the capitalization guidance by removing
all references to software development project stages, so that the guidance is neutral to different software development methods. The
amendments in this update are effective for annual periods beginning after December 15, 2027. Early adoption is permitted. The amendments
should be applied either retrospectively, prospectively to software costs incurred after the adoption date or on a modified prospective
basis. We are currently evaluating the potential effects of ASU 2025-06 on our consolidated financial statements and related disclosures.
In December2025, the FASB issued ASU2025-11,
Interim Reporting (Topic270): Narrow-Scope Improvements. The amendments are intended to improve the clarity and navigability
of interim reporting requirements within Topic270 by clarifying when interim reporting guidance applies, enhancing the organization
of required interim disclosures, and specifying the form and content of interim financial statements. The guidance responds to stakeholder
feedback that existing interim reporting requirements were difficult to navigate because of the historical origins and accumulated amendments
within Topic270. ASU2025-11 adds a disclosure principle requiring entities to disclose events that occur after the end of
the most recent annual reporting period that have a material impact on the entity. The amendments also introduce a comprehensive list
of required interim disclosures drawn from various Codification topics and clarify the presentation requirements for interim financial
statements, including condensed financial statements and accompanying footnotes. Importantly, the ASU does not change the fundamental
nature of interim reporting nor expand or reduce existing disclosure requirements; rather, it improves clarity and consistency across
entities that issue interim financial statements in accordance with generally accepted accounting principles. ASU2025-11 is effective
for the Company for interim reporting periods within annual reporting periods beginning after December15,2027. Early adoption
is permitted, and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact
of ASU2025-11 and does not expect the adoption to have a material effect on its consolidated financial statements.
| | F-15 | | |
3. ACQUISITION
On March 19, 2025, we entered into an Asset Purchase
Agreement (the Asset Purchase Agreement) with Gamma Innovation LLC, a Pennsylvania limited liability company (Gamma),
Beta Software and Technologies LLC, a Delaware limited liability company, and Michael Ngo, an individual, pursuant to which we acquired
substantially all the assets of Gamma. Gamma is a software and services company focusing on the blood and plasma collection
industry that developed innovative solutions targeting donor engagement, retention and management. The Gamma acquisition aligns with our
technology and market presence by offering additional engagement, compensation and resource management solutions across our core markets.
The new technologies acquired consist of the following solutions: (i) a donor engagement application designed to reduce plasma labor costs
and donor fees while improving donor retention; (ii) a customer resource management platform designed to reduce unnecessary expenses and
improve donor engagement, marketing effectiveness and retention; and (iii) a donor management solution designed to improve plasma donation
center efficiency by reducing operational costs and optimizing donor compensation.
Total purchase consideration transferred or transferable
was $15,558,637, which consisted of the following:
|
Schedule of purchase consideration | |
| | |
|
Cash paid upfront (1) | |
$ | 2,000,000 | | |
|
Present value of future cash paid (1) | |
| 6,618,637 | | |
|
Equity consideration (2) | |
| 5,950,000 | | |
|
Earn-out contingent consideration (3) | |
| 990,000 | | |
|
Total consideration | |
$ | 15,558,637 | | |
|
(1) |
Pursuant to the Asset Purchase Agreement the cash purchase price paid was $10,000,000 to be paid in five equal tranches with the initial payment made on March 19, 2025 and four subsequent payments to be made on each subsequent annual anniversary of the initial payment. The fair value of this consideration was estimated based on the present value of the future payments. The average discount rate of 8% was based on the Companys estimated cost of debt. The present value of future payments is recorded in other liabilities on the consolidated balance sheets. | |
|
(2) |
Pursuant to the Asset Purchase Agreement the stock consideration paid was 2,500,000 shares of restricted common stock that vest in five equal amounts beginning on March 31, 2025 and annually thereafter for the next four years. Fair value was estimated using the Companys stock price of $2.38 on the valuation date. The stock consideration is recorded in the consolidated statements of stockholders equity. | |
|
(3) |
Pursuant to the Asset Purchase Agreement an additional
earn-out stock consideration of 500,000 shares of our common stock, up to a total consideration of 2,500,000 shares of our common stock,
may be paid upon the achievement of certain gross revenue performance targets for each trailing 12-month period beginning on March 20,
2025 and ending on March 19, 2030. The contingent payable is recorded in other liabilities on the consolidated balance sheets. | |
The Companys contingent consideration
liability is measured at fair value on a recurring basis and is classified within Level 3 of the fair value hierarchy. Changes in fair
value of contingent consideration are recorded in the consolidated statements of operations. The fair value is estimated using the Monte
Carlo simulation model based on projected revenues and expected payout scenarios. Significant unobservable inputs include forecasted
revenues, probability of achieving performance targets, and a risk-free discount rate of 4%. There were no significant changes in the
valuation techniques or inputs used in the measurement during the year ended December 31, 2025. Accordingly, the Company has not presented
a reconciliation of the beginning and ending balances of the Level 3 fair value measurement. Fair value adjustments to the contingent
consideration purchase price was $0
for the year ended December 31, 2025.
| | F-16 | | |
We have accounted for the Gamma acquisition as
a business combination, which generally requires that we recognize the assets acquired and liabilities assumed at fair value as of the
acquisition date. The final estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including
a reconciliation to the total final purchase consideration, were as follows:
|
Schedule of assets acquired and liabilities assumed | |
| | |
|
Identifiable intangible assets | |
$ | 11,071,000 | | |
|
Total identifiable net assets | |
| 11,071,000 | | |
|
Goodwill | |
| 4,487,637 | | |
|
Total assets acquired | |
$ | 15,558,637 | | |
During the second quarter of 2025, a measurement period adjustment of $2,200,000 related to the Gamma acquisition decreased the amount
of earn-out contingent consideration from $3,190,000 to $990,000, which decreased the amounts attributable to acquired technology and
goodwill. The updated amounts are reflected in the above preliminary purchase consideration and value of goodwill and identifiable intangible
assets.
Goodwill arising from the acquisition was attributable
to expected growth opportunities of the acquired technology, potential synergies from combining the acquired business into our existing
business, and an assembled workforce. We expect that approximately $4,487,637 of the goodwill from this acquisition will be deductible
for income tax purposes.
The estimated fair value includes
$10,568,000 million of acquired technologies intangible assets, all of which have finite lives. The fair value of the identifiable
intangible assets has been estimated using the income approach by using the multi-period excess earnings method. Under this method,
an intangible assets fair value is equal to the present value of future economic benefits to be derived from ownership of the
asset. The estimated fair value was developed by discounting future net cash flows to their present value at market-based rates of
return. Such assumptions included forecasted revenues, cost of sales and operating expenses, technology obsolescence, and weighted
average cost of capital. The Company also utilized the cost replacement approach for certain immaterial intangible assets included
within the acquired technology stack. The determination of the useful lives for acquired technologies is based upon various industry
studies, historical acquisition experience, and economic factors. The following table reflects the final estimated acquisition date
fair values of the identified intangible assets of Gamma and their respective weighted-average estimated amortization periods:
|
Schedule of fair values intangible assets and estimated amortization | |
| | |
| | |
|
| |
Estimated Fair Value | | |
Weighted Avg. Estimated Amortization (years) | | |
|
Non-compete agreement | |
$ | 503,000 | | |
| 9 | | |
|
Acquired technologies | |
| 10,568,000 | | |
| 10 | | |
|
Total identifiable intangible assets | |
$ | 11,071,000 | | |
| | | |
During the fourth quarter of 2025, we
changed the weighted average useful lives of acquired technology is amortized from 15
years to 10
years. The revised amortization periods are reflected in the identifiable intangible assets acquisition date fair values and their
respective periods.
The historical revenue and earnings of Gamma were
not material for the purpose of presenting pro forma information. Transaction costs in the amount of $129 thousand associated with this
business combination have been expensed as incurred and are recorded in selling, general & administration expense on the consolidated
statements of operation.
| | F-17 | | |
4.FIXED ASSETS, NET
Fixed assets consist of the following:
|
Schedule of fixed assets | |
| | |
| | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Equipment | |
$ | 2,830,319 | | |
$ | 2,688,611 | | |
|
Software | |
| 636,582 | | |
| 487,364 | | |
|
Furniture and fixtures | |
| 858,708 | | |
| 762,144 | | |
|
Website costs | |
| 69,881 | | |
| 69,881 | | |
|
Leasehold improvements | |
| 767,244 | | |
| 236,904 | | |
|
| |
| 5,162,734 | | |
| 4,244,904 | | |
|
Less: accumulated depreciation | |
| (3,264,842 | ) | |
| (3,086,929 | ) | |
|
Fixed assets, net | |
$ | 1,897,892 | | |
$ | 1,157,975 | | |
Depreciation expense for the years ended December
31, 2025 and 2024 was $469,131 and $366,575, respectively.
5.INTANGIBLE ASSETS, NET
Intangible assets consist of the following:
|
Schedule of intangible assets | |
| | |
| | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Patents and trademarks | |
$ | 38,186 | | |
$ | 38,186 | | |
|
Platform | |
| 36,119,080 | | |
| 29,317,318 | | |
|
Customer lists and contracts | |
| 1,177,200 | | |
| 1,177,200 | | |
|
Licenses | |
| 237,576 | | |
| 216,901 | | |
|
Hosting implementation | |
| 43,400 | | |
| 43,400 | | |
|
Contract assets | |
| 340,326 | | |
| 277,600 | | |
|
Non-compete agreement | |
| 503,000 | | |
| | | |
|
Acquired technologies | |
| 10,568,000 | | |
| | | |
|
| |
| 49,026,768 | | |
| 31,070,605 | | |
|
Less: accumulated amortization | |
| (26,680,555 | ) | |
| (18,830,888 | ) | |
|
Intangible assets, net | |
$ | 22,346,213 | | |
$ | 12,239,717 | | |
Amortization expense for the years ended December
31, 2025 and 2024 was $7,849,666 and $5,628,411, respectively.
| | F-18 | | |
Estimated future amortization expense is as follows:
|
Schedule of intangible assets future amortization expense |
|
|
| |
|
2026 |
|
$ |
7,906,985 |
| |
|
2027 |
|
|
4,908,203 |
| |
|
2028 |
|
|
2,102,593 |
| |
|
2029 |
|
|
1,040,689 |
| |
|
2030 |
|
|
1,040,689 |
| |
|
Thereafter |
|
|
5,347,054 |
| |
|
Total amortization expense |
|
$ |
22,346,213 |
| |
6.LEASE
The Company entered into an operating lease for
office space which became effective in June 2020. The lease term is 10 years from the effective date and allows for two optional extensions
of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability since it is not
reasonably certain that the Company will extend this lease. As of December 31, 2025, the remaining lease term was 4.4 years and the discount
rate used was 6%.
The Company entered into an operating lease for
additional office space which became effective in September 2025. The lease term is 7.4 years from the effective date and allows for two
optional extensions of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability
since it is not reasonably certain that the Company will extend this lease. As of December 31, 2025, the remaining lease term was 7.1
years and the discount rate used was 8%.
Operating lease cost included in selling, general
and administrative expenses was $1,001,503 and $758,068 for the years ended December 31, 2025 and 2024, respectively, which amounts include
common area maintenance expenses of $177,869 and $135,095, respectively. Cash paid for operating lease was $612,006 and $571,968 for the
years ended December 31, 2025 and 2024, respectively.
The following is the lease maturity analysis of our operating leases
as of December 31, 2025:
Twelve months ending December31,
|
Schedule of lease maturity analysis of our operating lease | |
| | |
|
2026 | |
$ | 1,156,518 | | |
|
2027 | |
| 1,277,013 | | |
|
2028 | |
| 1,296,105 | | |
|
2029 | |
| 1,315,770 | | |
|
2030 | |
| 962,340 | | |
|
Thereafter | |
| 1,516,755 | | |
|
Total lease payments | |
| 7,524,501 | | |
|
Less: imputed interest | |
| (1,499,107 | ) | |
|
Present value of future lease payments | |
| 6,025,394 | | |
|
Less: current portion of lease liability | |
| (751,503 | ) | |
|
Long-term portion of lease liability | |
$ | 5,273,891 | | |
| | F-19 | | |
7.CUSTOMER CARD FUNDING LIABILITY
The Company issues prepaid cards with various
provisions for cardholder fees or expiration. Revenue generated from cardholder transactions and interchange fees are recognized when
the Companys performance obligation is fulfilled. Unspent balances left on pharma cards are recognized as settlement income at
the expiration of the cards and the program. Client prefunded amounts for patient affordability programs are amounts that will be used
to fund pass-through cost for reimbursement claims. Contract liabilities related to prepaid cards, client funds held to be loaded to cards
before the amounts are ultimately spent by the cardholders or recognized as revenue by the Company, and patient affordability client prefunded
amounts represent funds on card. Contract liabilities related to prepaid cards and patient affordability prefunded amounts are reported
as customer card funding liability on the consolidated balance sheet.
The opening and closing balances of the Companys liabilities
are as follows:
|
Schedule of contract liabilities | |
| | |
| | |
|
| |
Year Ended December31, | | |
|
| |
2025 | | |
2024 | | |
|
Beginning balance | |
$ | 111,328,270 | | |
$ | 92,282,124 | | |
|
Increase, net | |
| 31,862,798 | | |
| 19,046,146 | | |
|
Ending balance | |
$ | 143,191,068 | | |
$ | 111,328,270 | | |
The amount of revenue recognized during the years
ended December 31, 2025 and 2024 that was included in the opening liability for prepaid cards was $2,727,566 and $2,319,630, respectively.
Customer card funding liability for the years ended December 31, 2025 and 2024 included patient affordability prefunded amounts of $57,301,119
and $35,444,648, respectively.
8.COMMON STOCK
At December 31, 2025, the Companys authorized
capital stock was 150,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, par value
$0.001 per share. On that date, the Company had issued 56,021,596 shares of common stock and 55,086,888 shares of common stock outstanding,
and no shares of preferred stock outstanding.
In 2019, the Companys stockholders approved
the 3Pea International, Inc. 2018 Incentive Compensation Plan (the 2018 Plan), which was approved by the Board on July 18,
2018. The 2018 Plan permitted the Company to issue awards or options to the officers, directors, employees, consultants and other persons
who provided services to our Company or any related entity. Pursuant to the 2018 Plan, 5,000,000 shares of the Companys common
stock were reserved for issuance. Any awards or options that were not settled in shares of common stock were not counted against the limit.
Stock options granted under the 2018 Plan generally vested over four or five years and expired in 10 years. Stock awards previously granted
under the 2018 Plan generally vested or will vest over four or five years. In general, if an employee is terminated, any unvested options
or awards as of the date of termination will be forfeited.
| | F-20 | | |
In 2023, the Companys stockholders approved
the Paysign Inc. Equity Incentive Compensation Plan (the 2023 Plan), which was adopted by the Board on March 17, 2023. The
2023 Plan permits the Company to issue awards or options to the officers, directors, employees, consultants and other persons who provide
services to our Company or any related entity. Pursuant to the 2023 Plan, 5,000,000 shares of the Companys common stock are reserved
for issuance. Any awards or options that are not settled in shares of common stock are not counted against the limit. Stock options granted
under the 2023 Plan generally vest over four or five years and expire in 10 years. Stock awards granted under the 2023 Plan generally
vest over three or five years. In general, if an employee is terminated, any unvested options or awards as of the date of termination
will be forfeited. As of December 31, 2025, there were 577,000 shares available for future grants under the 2023 Plan.
The Company issues new shares of common stock upon exercise of stock
options or vesting stock awards.
Stock-based compensation expense related to Company
grants for the years ended December 31, 2025 and 2024 was $4,262,058 and $2,604,589, respectively, and is included in selling, general
and administrative expense. As of December 31, 2025, the Companys unrecognized stock-based compensation expense related to stock
options and stock awards was $0 and $11,256,926, respectively, which are expected to be recognized over a weighted-average period of 0
years for stock options and 2.58 years for stock awards. As of December 31, 2024, the Companys unrecognized stock-based compensation
expense related to stock options and stock awards was $0 and $5,602,432, respectively, which are expected to be recognized over a weighted-average
period of 0 years for stock options and 2.80 years for stock awards.
2025 Transactions During the year
ended December 31, 2025, the Company issued 1,663,214 shares of common stock for vested stock awards and the exercise of stock options.
The Company received proceeds of $660,654 for the exercise of stock options.
During the year ended December 31, 2025, the Company
repurchased 100,000 shares of its common stock at a cost of $375,786 or a weighted average price of $3.76 per share, respectively.
During the year ended December 31, 2025, the Company
granted 6,356,000 restricted stock awards, of which 1,366,663 shares are subject to performance-based vesting and service requirements
and 2,500,000 are part of the Gamma acquisition (see Note 3- ACQUISITION in the notes to the accompanying consolidated financial
statements). For the stock awards granted, the weighted average price was $2.55 and vest over a period of one to five years. Awards under
performance conditions vest when the Company achieves specific defined earnings target and the employee provides service through each
of the vesting periods. The performance targets were achieved as of December 31, 2025. Compensation costs for performance awards would
be reversed if the performance criteria is not met.
2024 Transactions During the year
ended December 31, 2024, the Company issued 906,000 shares of common stock for vested stock awards and the exercise of stock options.
The Company received proceeds of $28,800 for the exercise of stock options.
During the year ended December 31, 2024, the Company
repurchased 136,700 shares of its common stock at a cost of $495,045 or a weighted average price of $3.62 per share, respectively.
| | F-21 | | |
The Company also granted 675,000 restricted stock
awards during the year ended December 31, 2024. For the stock awards granted, the weighted average price was $3.74 and vest over a period
of eight months to five years.
**
*Stock Options*
A summary of stock options activity for the years
ended December 31, 2025 and 2024 is presented as follows:
|
Schedule of stock options activity | |
| | |
| | |
| | |
| | |
|
| |
| | |
| | |
Weighted- | | |
| | |
|
| |
| | |
Weighted- | | |
Average | | |
| | |
|
| |
| | |
Average | | |
Remaining | | |
Aggregate | | |
|
| |
| | |
Exercise | | |
Contractual | | |
Intrinsic | | |
|
| |
Shares | | |
Price | | |
Term (Years) | | |
Value | | |
|
Outstanding at December 31, 2023 | |
| 1,974,414 | | |
$ | 1.93 | | |
| | | |
| | | |
|
Granted | |
| | | |
| | | |
| | | |
| | | |
|
Exercised | |
| (12,000 | ) | |
| 2.40 | | |
| | | |
| | | |
|
Forfeited/expired | |
| | | |
| | | |
| | | |
| | | |
|
Outstanding at December 31, 2024 | |
| 1,962,414 | | |
$ | 1.93 | | |
| 3.61 | | |
$ | 2,401,300 | | |
|
Granted | |
| | | |
| | | |
| | | |
| | | |
|
Exercised | |
| (206,214 | ) | |
| 3.20 | | |
| | | |
| | | |
|
Forfeited/expired | |
| | | |
| | | |
| | | |
| | | |
|
Outstanding at December 31, 2025 | |
| 1,756,200 | | |
$ | 1.78 | | |
| 3.61 | | |
$ | 5,922,450 | | |
|
Exercisable at December 31, 2025 | |
| 1,756,200 | | |
$ | 1.78 | | |
| 3.61 | | |
$ | 5,922,450 | | |
A summary of unvested options activity for the
years ended December 31, 2025 and 2024 was as follows:
|
Schedule of unvested option activity | |
| | |
| | |
|
| |
| | |
Weighted- | | |
|
| |
| | |
Average | | |
|
| |
| | |
Grant Date | | |
|
| |
Shares | | |
Fair Value | | |
|
Unvested at December 31, 2023 | |
| 57,500 | | |
$ | 3.87 | | |
|
Granted | |
| | | |
| | | |
|
Forfeited/expired | |
| | | |
| | | |
|
Vested | |
| (57,500 | ) | |
| 3.87 | | |
|
Unvested at December 31, 2024 | |
| | | |
| | | |
|
Granted | |
| | | |
| | | |
|
Forfeited/expired | |
| | | |
| | | |
|
Vested | |
| | | |
| | | |
|
Unvested at December 31, 2025 | |
| | | |
$ | | | |
| | F-22 | | |
The weighted average grant date fair value of
options granted and the total intrinsic value of options exercised for the years ended December 31, 2025 and 2024 is as follows:
|
Schedule of weighted average grant date fair value and intrinsic value of options exercised | |
| | |
| | |
|
| |
2025 | | |
2024 | | |
|
Weighted average grant date fair value of options granted | |
$ | | | |
$ | | | |
|
Intrinsic value of options exercised | |
$ | 549,935 | | |
$ | 28,220 | | |
The Company uses the Black-Scholes option pricing
model to estimate the fair value and compensation cost associated with employee stock options, which requires the consideration of historical
employee exercise behavior, the volatility of the Companys stock price, the weighted-average risk-free interest rate and the weighted-average
expected life of the options. Forfeitures are included when they are incurred. Any changes in these assumptions may materially affect
the estimated fair value of the share-based award. There were no options granted during the years ended December 31, 2025 and 2024.
**
*Stock Awards*
A summary of stock awards activity for the years
ended December 31, 2025 and 2024 was as follows:
|
Schedule of stock awards activity | |
| | |
| | |
|
| |
| | |
Weighted- | | |
|
| |
| | |
Average Grant | | |
|
| |
| Shares | | |
| Date Fair Value | | |
|
Outstanding at December 31, 2023 | |
| 3,082,000 | | |
$ | 2.48 | | |
|
Granted | |
| 675,000 | | |
| 3.65 | | |
|
Forfeited | |
| (84,000 | ) | |
| 4.99 | | |
|
Vested | |
| (894,000 | ) | |
| 2.85 | | |
|
Outstanding at December 31, 2024 | |
| 2,779,000 | | |
| 2.57 | | |
|
Granted | |
| 6,356,000 | | |
| 2.55 | | |
|
Forfeited | |
| (148,000 | ) | |
| 2.51 | | |
|
Vested | |
| (1,457,000 | ) | |
| 2.63 | | |
|
Outstanding at December 31, 2025 | |
| 7,530,000 | | |
$ | 2.54 | | |
9. BASIC AND FULLY DILUTED NET INCOME PER COMMON
SHARE
The following table sets forth the computation
of basic and fully diluted net income per common share for the years ended December 31, 2025 and 2024:
|
Schedule of computation
of basic and fully diluted net income per common share | |
| | |
| | |
|
| |
2025 | | |
2024 | | |
|
Numerator: | |
| | | |
| | | |
|
Net income | |
$ | 7,551,613 | | |
$ | 3,815,907 | | |
|
Denominator: | |
| | | |
| | | |
|
Weighted average common shares: | |
| | | |
| | | |
|
Denominator for basic calculation | |
| 54,426,584 | | |
| 53,207,555 | | |
|
Weighted average effects of potentially diluted common stock: | |
| | | |
| | | |
|
Stock options (calculated under treasury method) | |
| 1,098,925 | | |
| 966,385 | | |
|
Unvested restricted stock awards | |
| 4,123,022 | | |
| 1,414,519 | | |
|
Denominator for fully diluted calculation | |
$ | 59,648,531 | | |
$ | 55,588,459 | | |
|
Net income per common share: | |
| | | |
| | | |
|
Basic | |
$ | 0.14 | | |
$ | 0.07 | | |
|
Fully diluted | |
$ | 0.13 | | |
$ | 0.07 | | |
| | F-23 | | |
10.COMMITMENTS AND CONTINGENCIES
Pending or Threatened Litigation
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business.
The Company was named as a defendant in three
securities class action complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et
al., filed on March 19, 2020 (Shi), Lorna Chase v. Paysign, Inc. et al., filed on March 25, 2020 (Chase),
and Smith & Duvall v. Paysign, Inc. et al., filed on April 2, 2020 (collectively, the Complaints or Securities
Class Action). Smith & Duvall v. Paysign, Inc. et al. was voluntarily dismissed on May 21, 2020. On May 18, 2020, the Shi plaintiffs
and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be
appointed lead plaintiff. The Complaints are putative class actions filed on behalf of a class of persons who acquired the Companys
common stock from March 19, 2019 through March 31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer,
and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange
Act, by making materially false or misleading statements, or failing to disclose material facts, regarding the Companys internal
control over financial reporting and its financial statements. The Complaints seek class action certification, compensatory damages, and
attorneys fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation
and appointed the Paysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated
action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021. On February 9, 2023, the Court granted in part and
denied in part Defendants Motion to Dismiss. On May 22, 2023, Defendants filed an Answer to the Amended Complaint. On December
15, 2023, the parties agreed in principle to a proposed settlement of the Securities Class Action and Plaintiffs filed a Consented Motion
for Preliminary Approval of Settlement. On January 4, 2024, the Court preliminarily approved a settlement in the amount of $3,750,000,
the entirety of which came from the Companys directors-and-officers insurance policy, for the referenced class of purchasers, and
scheduled a final approval hearing for April 17, 2024. On April 17, 2024, the Court conducted the final approval hearing and approved
the settlement and, on April 18, 2024, issued an order and final judgment thereon.
The Company was also named as a nominal defendant
in four stockholder derivative actions currently pending in the United States District Court for the District of Nevada. The first-filed
derivative action is entitled Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark R. Newcomer, et al. and was filed on September
17, 2020. This action alleged violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste,
largely in connection with the failure to correct information technology controls over financial reporting alleged in the Securities Class
Action, thereby causing the Company to face exposure in the Securities Class Action. The complaint also alleged insider trading violations
against certain individual defendants. The second-filed derivative action is entitled John K. Gray, derivatively on behalf of Paysign,
Inc. v. Mark Attinger, et al. and was filed on May 9, 2022. This action involved the same alleged conduct raised in the Toczek action
and asserted claims for breach of fiduciary duty in connection with financial reporting, breach of fiduciary duty in connection with alleged
insider trading against certain individual defendants, and unjust enrichment. On June 3, 2022, the Court approved a stipulation staying
the action until the Court in the consolidated Securities Class Action issued a ruling on the Motion to Dismiss. On May 10, 2023, the
Toczek and Gray actions were consolidated.
| | F-24 | | |
The Company was also named as a nominal defendant
in a third stockholder derivative action initially filed in state court in Clark County, Nevada, on October 2, 2023, entitled Simone Blanchette,
derivatively on behalf of Paysign, Inc. v. Mark Newcomer, et al, which the defendants subsequently removed to federal district court in
Nevada pursuant to a Notice of Removal filed on October 10, 2023. That complaint made substantially the same allegations as made in the
consolidated Toczek and Gray actions, and also contained a claim that the individual defendants violated Section 10(b) and Rule 10b-5
promulgated thereunder. On December 7, 2023, the parties requested that the action be stayed for sixty days due to the settlement negotiations
in the consolidated Toczek and Gray actions, and the Court granted the sixty-day stay on December 11, 2023. Subsequently, the Court extended
that deadline to March 29, 2024 and then to May 29, 2024 based upon the parties stipulations. On July 26, 2024, the parties in
Blanchette submitted a Joint Status Report which suggested a proposed briefing schedule on a motion to dismiss, but that schedule was
not ruled upon by the Court.
The Company was also named as a nominal defendant
in a fourth stockholder derivative action in the United States District Court for the District of Nevada, filed on December 27, 2023,
entitled Mo Jeewa, derivatively on behalf of Paysign, Inc. v. Mark R. Newcomer, et al. That complaint made substantially the same allegations
as made in the consolidated Toczek and Gray actions and the Blanchette action discussed above, and alleged breach of fiduciary duty and
unjust enrichment. On January 23, 2025, the parties in Jeewa filed a stipulation to relate the case to the Toczek, Gray, and Blanchette
actions.
On October 4, 2024, the parties to the four stockholder
derivative actions agreed in principle to a proposed settlement of all pending claims asserted in the Toczek, Gray, Blanchette, and Jeewa
actions. On December 6, 2024, Plaintiffs in the Toczek and Gray actions filed a Motion for Preliminary Approval of Derivative Settlement.
On May 6, 2025, the Court granted the parties request to relate the actions and assigned all four cases to the judge presiding
over the Jeewa action. On August 28, 2025, the Court issued a minute order granting the Motion for Preliminary Approval of Derivative
Settlement and, on October 7, 2025, it entered a Scheduling Order and Preliminary Approval Order, effective nunc pro tunc as of September
4, 2025. On October 17, 2025, Plaintiffs filed a Motion for Final Approval of Derivative Settlement, which was granted by the Court on
December 14, 2025 with the final order and judgment entered on December 16, 2025.
11.RELATED PARTY
An employee who was hired in the first quarter
of 2025 is also the principal owner in a technical consulting corporation that the Company engages in providing technology, development
and support for the Company and its customers. During the year ended December 31, 2025, the Company paid $452,534 in related party expenses.
12.RETIREMENT PLAN
The Company has a defined contribution 401(k)
plan that covers all employees who meet certain age and length of service requirements and allows an employer contribution of up to 50%
of the first 3% of each participating employees eligible compensation contributed to the plan and 50% of the next two percent of
each participating employees eligible compensation. Participants are 100% vested in these matching contributions when they are
made. Eligible employees may elect to defer pre-tax contributions regulated under Section 401(k) of the Internal Revenue Code. Employer
matching expenses were $416,401 and $337,702 for the years ended December 31, 2025 and 2024, respectively.
| | F-25 | | |
13.INCOME TAXES
The ASU standardizes categories for the effective tax rate reconciliation,
requires disaggregation of income taxes paid and additional income tax-related disclosures, and is effective for the Company for annual
fiscal periods beginning after December 15, 2024. The Company has adopted ASU 2023-09 for the 2025 calendar year retrospectively. Because
the ASU affects disclosures only, the adoption did not affect the Companys Consolidated Statements of Operations or Consolidated
Balance Sheets.
The income tax provision (benefit) on the statements of operations
was comprised of the following for the years ended December 31:
|
Schedule of income tax provision (benefit) |
|
|
|
|
|
| |
|
|
|
2025 |
|
|
2024 |
| |
|
Current: |
|
|
|
|
|
|
|
| |
|
Federal |
|
$ |
20,371 |
|
|
$ |
60,245 |
| |
|
State |
|
|
195,289 |
|
|
|
(36,735 |
) | |
|
Current income tax provision |
|
|
215,660 |
|
|
|
23,510 |
| |
|
|
|
|
|
|
|
|
|
| |
|
Deferred: |
|
|
|
|
|
|
|
| |
|
Federal |
|
|
1,997,287 |
|
|
|
409,091 |
| |
|
State |
|
|
268,694 |
|
|
|
(110,311 |
) | |
|
Deferred income tax provision |
|
|
2,265,981 |
|
|
|
298,780 |
| |
|
Income tax provision |
|
$ |
2,481,641 |
|
|
$ |
322,290 |
| |
For the years ended December 31, 2025 and 2024,
the reconciliation of the federal statutory tax rate to the benefit rate for income taxes is as follows:
|
Schedule of reconciliation of federal statutory
tax rate to benefit rate | |
| | | |
| | | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
Federal taxes at U.S. statutory rate | |
$ | 2,106,983 | | |
| 21.0% | | |
$ | 869,021 | | |
| 21.0% | | |
|
State and local income tax, net of federal (national) income tax effect* | |
| 368,878 | | |
| 3.7 | | |
| (70,824 | ) | |
| (1.7 | ) | |
|
Foreign tax effect | |
| | | |
| | | |
| | | |
| | | |
|
Foreign taxes | |
| (6,269 | ) | |
| (0.1 | ) | |
| (8,431 | ) | |
| (0.2 | ) | |
|
Foreign rate change | |
| 5,406 | | |
| 0.1 | | |
| 6,512 | | |
| 0.2 | | |
|
Tax credits | |
| | | |
| | | |
| | | |
| | | |
|
Domestic R&D credits | |
| (411,358 | ) | |
| (4.1 | ) | |
| (397,422 | ) | |
| (9.6 | ) | |
|
Nontaxable or nondeductible items | |
| | | |
| | | |
| | | |
| | | |
|
Stock-based compensation | |
| (660,802 | ) | |
| (6.6 | ) | |
| (322,307 | ) | |
| (7.8 | ) | |
|
IRC Section 162(m) limitation | |
| 489,938 | | |
| 4.9 | | |
| 293,466 | | |
| 7.1 | | |
|
Other permanent differences | |
| 39,676 | | |
| 0.4 | | |
| 28,866 | | |
| 0.7 | | |
|
Change in valuation allowance | |
| 6,269 | | |
| 0.1 | | |
| 8,431 | | |
| 0.2 | | |
|
Changes in unrecognized tax benefits | |
| 77,405 | | |
| 0.8 | | |
| 115,382 | | |
| 2.8 | | |
|
Other adjustments | |
| | | |
| | | |
| | | |
| | | |
|
Return-to-provision adjustments | |
| 465,515 | | |
| 4.6 | | |
| (200,404 | ) | |
| (4.8 | ) | |
|
Other adjustments | |
| | | |
| | | |
| | | |
| | | |
|
Effective tax rate | |
$ | 2,481,641 | | |
| 24.7% | | |
$ | 322,290 | | |
| 7.8% | | |
|
* |
State taxes in Michigan and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category in 2025; State
taxes in California, New Jersey, and South Carolina made up the majority (greater than 50 percent) of the tax effect in this category
in 2024. | |
| | F-26 | | |
Deferred tax assets and liabilities are comprised of the following
at December 31:
|
Schedule of deferred tax assets and liabilities | |
| | |
| | |
|
| |
2025 | | |
2024 | | |
|
Deferred tax assets: | |
| | | |
| | | |
|
Net operating loss carryforward | |
$ | 963,268 | | |
$ | 1,476,121 | | |
|
Operating lease obligation | |
| 1,426,104 | | |
| 693,128 | | |
|
Stock-based compensation | |
| 1,283,536 | | |
| 936,983 | | |
|
Tax credits | |
| 1,003,634 | | |
| 762,079 | | |
|
Intangible assets | |
| | | |
| 869,419 | | |
|
Other Deferred Tax Assets | |
| 122,798 | | |
| 73,832 | | |
|
Deferred tax assets, gross | |
| 4,799,340 | | |
| 4,811,562 | | |
|
Deferred tax liabilities: | |
| | | |
| | | |
|
Intangible assets | |
| (1,291,993 | ) | |
| | | |
|
Fixed assets | |
| (390,633 | ) | |
| (130,082 | ) | |
|
Right-of-use assets | |
| (1,356,081 | ) | |
| (661,134 | ) | |
|
Deferred tax liabilities | |
| (3,038,707 | ) | |
| (791,216 | ) | |
|
Less valuation allowance | |
| (25,664 | ) | |
| (19,396 | ) | |
|
Deferred tax asset, net | |
$ | 1,734,969 | | |
$ | 4,000,950 | | |
As of December 31, 2025, the Company has gross
Federal net operating loss carryforwards of $5.1 million, gross state net operating loss carryforwards of $2.0 million, and gross Mexico
net operating loss carryforwards of approximately $86,000. The Company's Federal net operating losses can be carried forward indefinitely.
The Company's state net operating losses have 15 years to indefinite carryforward periods and begin to expire in 2035. The Company's Mexico
net operating losses have 10-year carryforward periods and begin to expire in 2032.
Pursuant to Sections 382 and 383 of the Internal
Revenue Code ("IRC"), Federal and state tax laws impose significant restrictions on the utilization of net operating loss and
other tax carryforwards in the event of a change in ownership of the Company. The Company does not expect IRC Sections 382 and 383 to
significantly impact on the utilization of its net operating losses and other tax carryforwards.
| | F-27 | | |
Deferred taxes arise from temporary differences
in the recognition of certain expenses for tax and financial reporting purposes. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company
continues to maintain a valuation allowance on its Mexico net operating losses. The Company's valuation allowance represents the amount
of tax benefits that are likely to not be realized. The net change in the valuation allowance from December 31, 2024 was approximately
$6,000.
A reconciliation of the beginning and ending amount of unrecognized
tax benefits is as follows:
|
Schedule of unrecognized tax benefits | |
| | |
|
Balance as of December 31, 2023 | |
$ | 442,186 | | |
|
Additions for current year | |
| 79,484 | | |
|
Additions for prior year | |
| 35,896 | | |
|
Subtractions for current year | |
| | | |
|
Balance as of December 31, 2024 | |
| 557,566 | | |
|
Additions for current year | |
| 77,405 | | |
|
Additions for prior year | |
| | | |
|
Subtractions for current year | |
| | | |
|
Balance as of December 31, 2025 | |
$ | 634,971 | | |
As of December 31, 2025 and 2024, the Company
has no accrual for interest and penalties related to its unrecognized tax benefits. The balance of the unrecognized tax benefits as of
December 31, 2025 are included in the deferred tax asset, net. Included in the balance of unrecognized tax benefits at December 31, 2025
is $634,971 of tax benefits that, if recognized would impact the effective tax rate. There are no positions for which it is reasonably
possible that the uncertain tax benefit will significantly increase or decrease within twelve months. The Company files income tax returns
in the United States and various state jurisdictions. Beginning in 2022, the Company also files income tax returns in Mexico. With the
exception of tax attributes created in prior years that may potentially be adjusted, the federal statute of limitations remains open for
the 2020 tax year to present, the state statutes of limitations remain open for the 2020 tax year to present, and the foreign statute
of limitations remains open for the 2022 tax year to present.
Income taxes paid (net of refunds received) for the year ended December
31:
|
Schedule of income taxes paid (net of refunds received) | |
| | |
| | |
|
| |
2025 | | |
2024 | | |
|
Federal | |
$ | 271,000 | | |
$ | 63,000 | | |
|
California | |
| 34,100 | | |
| 2,400 | | |
|
New Jersey | |
| 37,620 | | |
| 5,375 | | |
|
Pennsylvania | |
| 13,171 | | |
| 13,171 | | |
|
Rhode Island | |
| 10,500 | | |
| 10,500 | | |
|
South Carolina | |
| 9,600 | | |
| 6,700 | | |
|
Other States | |
| 38,195 | | |
| 35,485 | | |
|
Income taxes paid | |
$ | 414,186 | | |
$ | 136,631 | | |
Under the provisions of the Coronavirus Aid, Relief,
and Economic Security Act (the CARES Act) signed into law in 2020 and the subsequent extension of the CARES Act through
September 30, 2021, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company
has elected an accounting policy to recognize the government assistance when it is probable that the Company is eligible to receive the
assistance and present the credit as a reduction of the related expense. During the years ended December 31, 2025 and 2024, the Company
recorded $248,236 and $0, respectively, related to the employee retention credit included as a reduction of payroll expense within selling,
general and administrative expenses in the consolidated statements of operations. As of December 31, 2025 and 2024 the Company has filed
for refunds and recorded $345,228 and $1,129,164, respectively, in other receivables on the consolidated balance sheet.
| | F-28 | | |