Innovative Payment Solutions and Business Warrior Corporation Sign Definitive Merger Agreement

In This Article:

Combined fintech company will offer IPSIPay Express, a new system seeking to transform the payments industry, and BZWR’s PayPlanTM cloud-based lending platform

Transaction consideration to be issued to BZWR stockholders is 45% of the outstanding
post-closing shares of common stock of IPSI

CARMEL-BY-THE-SEA, CA AND LAS VEGAS, NV, July 29, 2024 (GLOBE NEWSWIRE) -- Innovative Payment Solutions, Inc. (OTCQB:IPSI) (“IPSI”) and Business Warrior Corporation (OTC:BZWR) (“BZWR”) are pleased to announce that they have entered into a definitive merger agreement pursuant to which IPSI will acquire 100% of BZWR. The boards of directors of both companies have unanimously approved the transaction.

This strategic merger brings together the strengths of both companies, promising immediate cost efficiencies and a stronger executive team capable of raising additional capital. The integration of IPSI with BZWR will enable optimization of talent and networks, allowing the teams from both companies to leverage their experience and connections to drive business growth. The merger also aligns the scalable technologies of IPSI and BZWR, paving the way for increased revenue generation and, ultimately, profitability.

Key Transaction Terms:

  • Merger Consideration. As part of the merger, BZWR will merge with and into a newly-formed, wholly-owned subsidiary of IPSI, with BZWR surviving as a wholly-owned subsidiary of IPSI and BZWR stockholders receiving 45% of the outstanding post-closing shares of IPSI common stock.

  • Convertible Note Recapitalization. IPSI and BZWR have certain convertible note investors in common. As a condition to the closing of the merger, such convertible note holders will exchange and cancel such notes for shares of newly-issued Series A Convertible Preferred Stock of IPSI, the terms of which remain subject to negotiation with the convertible note holders and IPSI stockholder approval.

  • Conversion of BZWR Securities. Prior to the closing of the merger, BZWR shall cause all of its outstanding shares of preferred stock, options and warrants to be converted into shares of BZWR common stock, net exercised or cancelled, following which only shares of BZWR common stock will be outstanding immediately prior to the closing of the merger. BZWR stockholders be entitled to receive shares of IPSI common stock in consideration for their shares of BZWR common stock.

  • Board of Directors. At the closing of the merger, a new five-member board of IPSI will be formed consisting of two members appointed by IPSI, two members appointed by BZWR, and a fifth independent member to be mutually agreed upon prior to the closing of the merger.

  • Conditions to Closing. The closing of the merger is subject to customary closing conditions, including the approval by IPSI and BZWR stockholders. No assurances can be given as to the timing for a potential closing of the merger or whether such conditions to closing can be satisfied.