STOCK TITAN

Paid Inc. extends $5.97M Embolx note forbearance

PAID INC extends a high-interest, $5.97 million secured note to Embolx under a forbearance agreement now running through October 31, 2026.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PAID INC (PAYD) reports a series of modifications and extensions to its secured convertible note investment in Embolx, Inc. The Company initially purchased a secured $1,875,000 convertible note at a 20% original issue discount with a 9‑month maturity and a potential total investment of up to $2,000,000 plus a $500,000 over‑allotment option.

After the note went into default, default penalties and interest generated $578,425 of other income for the year ended December 31, 2023. In March 2024, the note was amended and increased by $500,000 with a 25% original issue discount, and later placed under a Forbearance and Loan Modification Agreement. That agreement now covers a note of $5,967,100 at a 25% interest rate, with the forbearance period most recently extended by letter agreement on August 31, 2026 through October 31, 2026.

Positive

  • None.

Negative

  • Embolx note repeatedly in default and under forbearance, now a $5,967,100 obligation at 25% interest extended through October 31, 2026, signaling elevated credit and collection risk on a concentrated loan asset.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Initial convertible note principal $1,875,000 Secured convertible note made by Embolx, Inc. under the October 13, 2022 Securities Purchase Agreement
Original issue discount on initial note $375,000 (20%) Discount on the $1,875,000 Embolx secured convertible note
Other income from default penalties and interest $578,425 Recognized for the year ended December 31, 2023 when the Embolx note was in default
Additional investment in March 2024 amendment $500,000 Added to the Embolx note with a 25% original issue discount, due June 19, 2024
Current Embolx note balance under forbearance $5,967,100 Note amount covered by the Forbearance and Loan Modification Agreement
Interest rate on forbearance note 25% Interest rate on the $5,967,100 note under the forbearance agreement
Current forbearance end date October 31, 2026 Expiration of the extended Forbearance Agreement per August 31, 2026 letter
Potential total investment under SPA $2,000,000 plus $500,000 over‑allotment Total potential investment and over‑allotment option defined in the Securities Purchase Agreement
convertible note financial
"a secured $1,875,000 convertible note made by Embolx, Inc."
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
original issue discount financial
"purchased at a 20% ($375,000) original issue discount"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Forbearance and Loan Modification Agreement financial
"entered into a Forbearance and Loan Modification Agreement with Embolx"
Senior Secured “A” Note financial
"25% Original Issue Discount Senior Secured “A” Note dated March 12, 2024"
other income financial
"resulting in $578,425 of other income which was recognized"
Other income is money a company earns outside its core business—examples include interest from investments, gains from selling assets, rental receipts, or foreign exchange gains. For investors it signals whether profits come from the company’s main operations or from occasional side sources; likened to a restaurant earning extra cash by renting out space, it helps assess whether earnings are sustainable or one-off boosts.

FAQ

What did PAID INC (PAYD) originally invest in the Embolx note?

PAID INC acquired a secured $1,875,000 convertible note from Embolx, Inc. at a 20% original issue discount ($375,000) with a 9‑month maturity and the option to purchase additional notes and warrants up to a $2,000,000 total investment plus a $500,000 over‑allotment.

How did the Embolx default affect PAID INC (PAYD) financially?

When the Embolx note was in default as of July 19, 2023, penalties and 20% interest resulted in $578,425 of other income, which PAID INC recognized in its consolidated financial statements for the year ended December 31, 2023.

What are the key terms of the March 2024 amended Embolx note with PAID INC (PAYD)?

In March 2024, PAID INC amended and replaced the Embolx note, adding a $500,000 investment with a 25% original issue discount, due on June 19, 2024. The Company also received a $50,000 increase to Embolx’s debt balance applied toward related expenses.

What is the current size and interest rate of PAID INC’s (PAYD) Embolx note?

Under the Forbearance and Loan Modification Agreement, PAID INC’s note with Embolx is $5,967,100 and carries a 25% interest rate, reflecting the restructured and increased obligation after prior defaults and amendments.

Until when has PAID INC (PAYD) extended the Embolx forbearance agreement?

By a letter agreement dated August 31, 2026, PAID INC further extended the Forbearance Agreement with Embolx so that the forbearance period now runs through October 31, 2026.

What additional rights does PAID INC (PAYD) have under the Embolx Securities Purchase Agreement?

Under the Securities Purchase Agreement, PAID INC has the right to purchase additional notes and receive warrants on the same terms for a total potential investment of $2,000,000, plus an additional $500,000 over‑allotment option.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0001017655 0001017655 2026-08-31 2026-08-31
 
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):  August 31, 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.)
 
P.O. Box 17
SouthboroughMassachusetts
 
01772
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (617861-6050
 
(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
None
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
 
On October 13, 2022, the Company entered in a Securities Purchase Agreement with respect to a secured $1,875,000 convertible note made by Embolx, Inc. The note was purchased at a 20% ($375,000) original issue discount and is subject to a 9-month maturity, after which, if unpaid would then carry a 20% interest rate. The Company has the option to convert the note into shares of common stock of Embolx. The note is secured by substantially all assets of Embolx. Under the SPA, the Company has a right to purchase additional notes and receive warrants on the same terms for a total potential investment amount of $2,000,000 with an additional over-allotment option of $500,000 as defined in the securities purchase agreement. As of July 19, 2023, the note was in default and carried an additional 20% penalty and 20% interest resulting in $578,425 of other income which was recognized in the Company’s consolidated financial statements for the year ended December 31, 2023.
 
In March 2024, the Company amended and replaced the note and terminated certain warrants related to it. The terms on the amended note include an additional investment by the Company of $500,000 with a 25% original issue discount and was due on June 19, 2024. The Company was granted a $50,000 increase to the debt owed by Embolx which was applied toward related expenses.
 
The note receivable was in default effective June 19, 2024. On July 29, 2024, the Board of Directors approved an extension with Embolx which was effective as of January 31, 2025. The Company entered into a Forbearance and Loan Modification Agreement with Embolx which extended the note of $5,967,100 until September 30, 2025 and carried a 25% interest rate. On September 30, 2025 the Company amended the Forbearance Agreement to expire on August 31, 2026. By letter agreement dated August 31, 2026, the Company further extended the Forbearance Agreement through October, 31, 2026.
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)         Exhibits
 
10.1 Securities Purchase Agreement dated March 12, 2024, by and between Paid, Inc. and Embolx, Inc. (incorporated by reference to Exhibit 10.15 to Form 10-K filed April 1, 2024)
 
10.2 25% Original Issue Discount Senior Secured “A” Note dated March 12, 2024 by Embolx, Inc for the benefit of Paid, Inc. (incorporated by reference to Exhibit 10.16 to Form 10-K filed April 1, 2024)
 
10.3 Forbearance and Loan Modification Agreement dated January 31, 2025 by and between Paid, Inc. and Embolx, Inc.
 
10.4 First Amendment to Forbearance and Loan Modification Agreement dated September 30, 2025 by and between Paid, Inc. and Embolx, Inc.
 
10.5 Letter to Extend Forbearance through October 31, 2026 by and between Paid, Inc. and Embolx, Inc.
 
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: September 4, 2026
By:
/s/ W. Austin Lewis, IV
 
 
W. Austin Lewis, IV, CEO, CFO
 
 

 
Exhibit Index
Exhibit
NumberDescription
 
10.1 Securities Purchase Agreement dated March 12, 2024, by and between Paid, Inc. and Embolx, Inc. (incorporated by reference to Exhibit 10.15 to Form 10-K filed April 1, 2024)
 
10.2 25% Original Issue Discount Senior Secured “A” Note dated March 12, 2024 by Embolx, Inc for the benefit of Paid, Inc. (incorporated by reference to Exhibit 10.16 to Form 10-K filed April 1, 2024)
 
10.3 Forbearance and Loan Modification Agreement dated January 31, 2025 by and between Paid, Inc. and Embolx, Inc.
 
10.4 First Amendment to Forbearance and Loan Modification Agreement dated September 30, 2025 by and between Paid, Inc. and Embolx, Inc.
 
10.5 Letter to Extend Forbearance through October 31, 2026 by and between Paid, Inc. and Embolx, Inc.
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 

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