IPSI shareholders approve Restated Articles; Board may set preferred series

Rhea-AI Filing Summary

Innovative Payment Solutions, Inc. (IPSI) restated its Articles of Incorporation. The Restated Articles were approved by majority written consent of shareholders and became effective upon filing with the Nevada Secretary of State on October 3, 2025.

The restatement consolidates all prior amendments and includes an increase in the number of authorized shares of common and preferred stock, clarification of the authorized capital structure and par values, and authorizes the Board to designate one or more series of preferred stock with specific rights and preferences. The company also made conforming, administrative, and modernizing changes. The certified Restated Articles are filed as Exhibit 3.1.

Insights

Corporate actions analyst

Charter restatement increases authorized stock and adds preferred flexibility.

Innovative Payment Solutions filed Restated Articles effective on October 3, 2025, consolidating prior amendments. The updates increase authorized common and preferred shares and clarify par values, while permitting the Board to create preferred stock series with defined rights.

These changes are structural rather than operational. They typically provide flexibility for future corporate actions, including potential financing structures using preferred stock. Actual effects depend on future Board decisions and market conditions.

The exhibit list includes the certified Restated Articles (Exhibit 3.1). Subsequent disclosures may detail any specific issuances or series designations if and when they occur.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 3, 2025 (January 27, 2024)

Innovative Payment Solutions, Inc.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-55648		33-1230229
(Commission File Number)		(IRS Employer Identification No.)

56B 5th Street, Lot 1, #AT

Carmel by the Sea, CA 93921

(Address of principal executive offices)

(866) 477-4729

(Registrant’s telephone number, including area code)

N/A

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 3, 2025, Innovative Payment Solutions, Inc. (the “Company”) filed Restated Articles of Incorporation with the Secretary of State of the State of Nevada. The Restated Articles were approved by majority written consent of the shareholders in accordance with the Nevada Revised Statutes and became effective upon filing.

The Restated Articles of Incorporation consolidate all prior amendments and include, among other things:

•An increase in the number of authorized shares of the Company’s common and preferred stock; 

•Clarification of authorized capital structure and par values; 

•Authorization of the Board of Directors to designate one or more series of preferred stock and to fix the rights and preferences of each series; and 

•Other conforming, administrative, and modernizing changes. 

A copy of the filed Restated Articles of Incorporation, as certified by the Nevada Secretary of State, is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Restated Articles of Incorporation of Innovative Payment Solutions, Inc., filed October 3, 2025, with the Nevada Secretary of State.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNOVATIVE PAYMENT SOLUTIONS, INC.

By: /s/ William D. Corbett                         

William D. Corbett

Chief Executive Officer and Chairman

Date: October 7, 2025

FAQ

What did IPSI change in its Restated Articles of Incorporation?

The company consolidated prior amendments, increased authorized common and preferred shares, clarified capital structure and par values, and authorized the Board to designate preferred stock series.

When did the Restated Articles become effective for IPSI (NASDAQ: IPSI)?

They became effective upon filing with the Nevada Secretary of State on October 3, 2025.

How were IPSI's Restated Articles approved?

They were approved by majority written consent of shareholders in accordance with Nevada law.

What new authority does the IPSI Board have regarding preferred stock?

The Board is authorized to designate one or more series of preferred stock and fix each series’ rights and preferences.

Does IPSI have any securities registered under Section 12(b)?

No. The filing states there are no securities registered pursuant to Section 12(b) of the Act.

Where can I find the full text of the Restated Articles for IPSI?

See Exhibit 3.1: Restated Articles of Incorporation filed October 3, 2025.