Paid Inc. (PAYD) buys 80% of Warehowz to expand North American logistics

Rhea-AI Filing Summary

Paid, Inc. reported that, effective January 30, 2026, it acquired approximately an 80% ownership stake in Warehowz, Inc., a U.S. on‑demand warehousing and fulfillment marketplace.

As part of the deal, Paid will repay about $102,000 of Warehowz indebtedness around February 28, 2026 in shares of its restricted common stock, priced using the prior 30‑day average, and will also pay off an additional $75,000 convertible note within 120 days of closing.

After certain costs and debts are deducted, former Warehowz shareholders who sold their shares will receive two earnout payments based on their former ownership percentages, equal to 8.5% of net revenue plus 40% of net income for each of the 12‑month periods ended December 31, 2026 and 2027, with cash due on April 15, 2027 and April 15, 2028 and subject to offsets for indemnity claims and unassumed liabilities.

Warehowz generated approximately $428,000 in revenue and a net loss of about $79,800 in 2025. A related press release explains that the acquisition is intended to expand ShipTime Canada Inc. (a Paid subsidiary) across North America by combining ShipTime’s shipping technology with Warehowz’s network of more than 2,500 warehouses, aiming to offer integrated warehousing, fulfillment, and delivery solutions for merchants and enterprise shippers.

Insights

Logistics & M&A strategist

Paid, Inc. is using a largely performance‑based deal to add a North American warehousing network to its logistics platform.

The acquisition of roughly 80% of Warehowz, Inc. brings an on‑demand warehousing marketplace with a network of over 2,500 warehouses into the ShipTime ecosystem. The structure blends equity, debt repayment, and earnouts tied to future performance rather than a large up‑front cash purchase.

Paid will settle about $102,000 of Warehowz debt in restricted stock and retire a $75,000 convertible note within 120 days after closing, limiting near‑term cash usage. The earnouts are linked to 8.5% of net revenue and 40% of net income for the 2026 and 2027 periods, aligning seller payouts with actual operating results.

In 2025, Warehowz had around $428,000 in revenue and a $79,800 net loss, so realizing value from the earnout hinges on scaling volumes and turning to profitability. The integration narrative emphasizes broader North American reach and more end‑to‑end logistics capabilities for merchants, while indemnity and unassumed‑liability offsets give Paid some protection if issues arise at Warehowz.

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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):  January 30, 2026

PAID, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		0-28720		73-1479833
(State or Other Jurisdiction of Incorporation		(Commission File Number)		(IRS Employer Identification No.)

225 Cedar Hill Street Suite 200 Marlborough, Massachusetts		01752
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 861-6050

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Type of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common	PAYD	None

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of 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 1.01. Entry Into a Material Definitive Agreement

Effective January 30, 2026, the Company recently acquired an approximate 80% shareholder interest in Warehowz, Inc., a Virginia corporation. Warehowz, Inc. is in the business of providing on demand warehousing solutions across the United States.  As part of the acquisition, the Company will repay approximately $102,000 in indebtedness on or around February 28, 2026 in shares of restricted common stock of the Company, based on the 30-day prior average, and will pay off an additional $75,000 convertible note within 120 days of closing.

In addition, after subtracting certain costs and debts from the payment requirement, the Company will pay those shareholders who transferred shares to the Company two payments based on each shareholder’s percentage ownership of Warehowz, Inc., which payment shall equal 8.5% of net revenue plus 40% of the net income, for each of the 12 months ended December 31, 2026 and 2027. The earnout cash payments will be due on April 15, 2027 and April 15, 2028 respectively. Payments are subject to offset against any indemnity claims and any liabilities related to Warehowz, Inc. that were not expressly assumed.

In 2025, Warehowz, Inc. received approximately $428,000 in revenue, and $79,800  in net loss.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated February 5, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: February 5, 2026	By:	/s/ W. Austin Lewis, IV
		W. Austin Lewis, IV, CEO, CFO

Exhibit Index

Exhibit Number Description

99.1 Press Release dated February 5, 2026.

Exhibit 99.1

ShipTime Acquires Warehowz to Expand North American Capabilities

TORONTO, ON – February 5, 2026

ShipTime Canada Inc. a subsidiary of Paid, Inc. (OTC:PAYD), a leading logistics technology platform offering advanced shipping solutions announces the acquisition of an 80% ownership stake in Warehowz, Inc., a North American on demand warehousing and fulfillment marketplace. This strategic move accelerates ShipTime’s expansion while enhancing its ability to support the complex needs of enterprise level shippers.

With a network of over 2,500 warehouses across North America, including facilities in both the United States and Canada, Warehowz provides flexible fulfillment and storage options that help businesses dynamically manage inventory and improve delivery speed. Integrating Warehowz into the ShipTime ecosystem enables merchants and enterprise brands to gain greater control, visibility, and adaptability across the entire supply chain.

This acquisition aligns with ShipTime’s long term vision to expand market presence across North America, invest in intelligent logistics technologies, and continue building a platform designed to help merchants Ship Smarter while exceeding modern customer expectations.

Delivering Value for North American and Enterprise Shippers

By adding Warehowz’s extensive warehousing network, ShipTime provides customers with new opportunities to bring inventory closer to buyers and respond quickly to demand. For enterprise shippers in particular, this move strengthens ShipTime’s ability to deliver:

● Faster fulfillment options through a large North American warehousing network

● Scalable capacity during peak seasons or inventory surges

● Enhanced U.S. last mile opportunities through greater proximity to end consumers

● Better cost control with storage on demand

● Increased operational flexibility for brands managing multi location or high volume inventory

These capabilities complement ShipTime’s growing North American courier network, which includes trusted couriers such as FedEx, UPS, USPS, DHL, Uber, LSO, and many others.

"Modern logistics requires more than competitive courier options. Businesses need integrated solutions that connect fulfillment, warehousing, and delivery into a single, flexible ecosystem. Welcoming Warehowz into ShipTime marks an important step toward that unified future. Their North American presence and adaptive warehouse model strengthen our ability to expand further into the U.S. and deliver an end to end solution for brands that require speed, efficiency, and scalability at every stage of growth."
– Austin Lewis, CEO of ShipTime Canada Inc.

“We are pleased to announce that Warehowz will be joining ShipTime to offer a broader set of integrated solutions. As a leading logistics technology platform, ShipTime and their partner Paid offer a wealth of sophisticated resources across all facets of business. We are confident that this new combined team will afford us the opportunity to reach a larger audience, improve upon our existing platform and strengthen our valued client relationships. Above all, we are grateful to join such a fantastic group of professionals who share a goal of improving the logistics industry through technology-based solutions geared towards the modern world."

– Darrell Jervey, CEO of Warehowz Inc.

Strengthening ShipTime’s North American Growth Strategy

ShipTime recently introduced its platform to U.S. merchants, bringing its technology driven shipping tools to a rapidly growing market of eCommerce and enterprise shippers. The acquisition of Warehowz accelerates this growth and establishes a strong foundation for continued investment in fulfillment, last mile delivery capabilities, and automated logistics workflows.

With warehousing, fulfillment, and shipping tools now combined within one platform, ShipTime is positioned to support merchants of all sizes with end to end logistics solutions for faster delivery, improved visibility, and better cost efficiency.

About ShipTime

ShipTime is a shipping platform built for everyone from small and medium-sized businesses, to larger enterprises, direct-to-consumer sellers, and online retail brands across North America. The company provides access to discounted courier options, practical shipping tools, and dedicated bilingual Heroic Support™. ShipTime’s focus is to help merchants Ship Smarter by lowering costs, improving delivery reliability, and simplifying the shipping experience for modern business-to-business and business-to-consumer needs.

About Warehowz

Warehowz is a leading North American on demand warehousing and fulfillment marketplace connecting businesses with flexible storage and fulfillment capacity across a nationwide network of certified warehouse partners.

ShipTime Contact Information:
Email: marketing@shiptime.com
Website: www.shiptime.com

FAQ

What did Paid, Inc. (PAYD) announce regarding Warehowz, Inc.?

Paid, Inc. announced it acquired approximately an 80% ownership stake in Warehowz, Inc., an on‑demand warehousing and fulfillment marketplace. The transaction is designed to integrate Warehowz’s North American warehouse network into ShipTime’s logistics technology platform to enhance end‑to‑end shipping solutions.

How is Paid, Inc. structuring the Warehowz acquisition payments?

Paid, Inc. will repay about $102,000 of Warehowz debt in restricted common stock based on a 30‑day average price and will pay off an additional $75,000 convertible note within 120 days. Former Warehowz shareholders will also receive performance‑based earnout cash payments in 2027 and 2028.

How do the Warehowz earnout payments for former shareholders work?

Former Warehowz shareholders will receive two earnout payments based on their prior ownership percentages. Each payment equals 8.5% of net revenue plus 40% of net income for the 12‑month periods ended December 31, 2026 and 2027, with cash due April 15, 2027 and April 15, 2028, subject to specified offsets.

What were Warehowz, Inc.’s recent financial results before the Paid, Inc. acquisition?

In 2025, Warehowz, Inc. generated approximately $428,000 in revenue and recorded a net loss of about $79,800. These figures provide a baseline for assessing future performance that will drive the earnout calculations owed to the former Warehowz shareholders after the acquisition.

How does the Warehowz acquisition support ShipTime and Paid, Inc.’s strategy?

The acquisition gives ShipTime, a Paid subsidiary, access to Warehowz’s network of more than 2,500 warehouses across North America. Combining this warehousing reach with ShipTime’s courier network and shipping tools aims to deliver integrated fulfillment, faster delivery, improved visibility, and cost efficiency for merchants.

When will the key cash obligations from the Warehowz deal be paid by Paid, Inc.?

Paid, Inc. expects to repay roughly $102,000 of Warehowz indebtedness in restricted stock around February 28, 2026 and to retire a $75,000 convertible note within 120 days of closing. Earnout cash payments are scheduled for April 15, 2027 and April 15, 2028, if performance conditions are met.