[8-K] Paysign, Inc. Reports Material Event

Rhea-AI Filing Summary

First Watch Restaurant Group (FWRG) has filed a Form S-8 to register 3,596,056 additional common shares for issuance under its 2021 Equity Incentive Plan. The newly registered shares represent the automatic annual “ever-green” increases of 1,184,220, 1,197,834 and 1,214,002 shares that became available on 26-Dec-22, 1-Jan-24 and 30-Dec-24, respectively. Annual increases are limited to the lesser of 2 % of outstanding shares, a Board-approved amount or 4,034,072 shares. The filing is purely administrative—no changes to plan terms, no financial results, and no material corporate events are disclosed. Standard Delaware indemnification provisions, exhibit list and signatures are included.

Positive

• Supports talent retention: refreshed share pool enables ongoing equity grants to employees in competitive labor market.

Negative

• Incremental dilution: registering 3.6 M new shares modestly increases potential dilution for existing shareholders.

Insights

Financial Analyst

TL;DR: Routine S-8 adds 3.6 M shares to equity plan; minor dilution, neutral earnings impact.

This filing simply refreshes the share reserve of FWRG’s 2021 Equity Incentive Plan. The added shares equate to roughly 2 % of outstanding stock per year, in line with typical restaurant-sector practices. While the ability to grant equity aids retention amid industry labor tightness, near-term financials and cash flow remain unaffected. Potential dilution is modest and already signaled through the plan’s evergreen clause, so market impact should be limited.

Corporate Governance Specialist

TL;DR: Filing maintains board-approved evergreen structure; governance framework unchanged.

The board continues to exercise its discretionary cap within the plan’s 4,034,072-share limit, demonstrating adherence to previously disclosed governance mechanics. Indemnification language and exhibit references mirror Delaware norms, and no amendments to charter or bylaws are introduced. Investors should view the action as standard course maintenance rather than a strategic shift.

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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): August 5, 2025

PAYSIGN, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38623	95-4550154
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

2615 St. Rose Parkway

Henderson, Nevada 89052

(Address of principal executive offices) (Zip Code)

(702) 453-2221

(Registrant's telephone number, including area code)

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PAYS	The Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.

On August 5, 2025, we issued a press release regarding our financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As provided in General Instruction B-2 of SEC Form 8-K, the information set forth in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit No.	Description
	99.1	Press Release entitled “Paysign, Inc. Reports Second Quarter 2025 Financial Results”
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	PAYSIGN, INC.
Date: August 5, 2025	By:  /s/ Mark Newcomer
	Mark Newcomer, President and Chief Executive Officer

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FAQ

How many additional FWRG shares are being registered under the 2021 Equity Incentive Plan?

The Form S-8 registers 3,596,056 additional common shares.

What is the annual limit for FWRG's evergreen share increases?

Each fiscal year increase is limited to the lesser of 2 % of outstanding shares, a Board-set amount, or 4,034,072 shares.

Does the filing affect First Watch Restaurant Group's earnings or cash flow?

No. A Form S-8 is an administrative registration; it does not include financial results or alter cash flow.

Will the new shares cause dilution for current FWRG shareholders?

Yes, issuing the additional shares could create modest dilution, though the potential was previously disclosed in the plan.

Are there any changes to FWRG's corporate governance or bylaws in this filing?

No. The filing only registers shares and reiterates existing Delaware indemnification provisions.