JTPY / JetPay Corporation - Документы SEC, Годовой отчет, Доверенное заявление

JTPY / JetPay Corporation FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35170 JETPAY CORPORATION (Exact name of registrant as speci

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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: December 4, 2018 (Date of earliest event reported) JetPay Corporation (Exact name of registrant as specified in its charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) ) (Commission F

JTPY / JetPay Corporation FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on December 6, 2018.

NCR Successfully Completes Acquisition of JetPay Corporation

Exhibit (a)(5)(G) Exhibit (a)(5)(G) NCR Successfully Completes Acquisition of JetPay Corporation Atlanta, GA – December 6, 2018 – NCR Corporation (NYSE: NCR) announced today the successful completion of its acquisition of JetPay Corporation (NASDAQ: JTPY) through a tender offer made by NCR’s wholly-owned acquisition subsidiary, Orwell Acquisition Corporation, for all of the outstanding shares of JetPay.

NCR / NCR Corp. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) JETPAY CORPORATION (Name of Subject Company Issuer) Orwell Acquisition Corporation and NCR Corporation (Names of Filing Persons – Offeror) Common Stock, $0.001 par value

JTPY / JetPay Corporation / FLEXPOINT FUND II, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

JTPY / JetPay Corporation / Sundara Investment Partners, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 477177109 (CUSIP Number) James S. Rowe Mark A. Fennell, P.C. Kirkland & Ellis

JTPY / JetPay Corporation SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) JetPay Corporation (Name of Subject Company) JetPay Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001

JTPY / JetPay Corporation SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) JetPay Corporation (Name of Subject Company) JetPay Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001

NCR / NCR Corp. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) JETPAY CORPORATION (Name of Subject Company Issuer) Orwell Acquisition Corporation and NCR Corporation (Names of Filing Persons – Offeror) Common Stock, $0.001 par value

Case 1:99-mc-09999 Document 1440 Filed 11/13/18 Page 1 of 12 PageID #: 153824 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ANTHONY FRANCHI, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. )

Exhibit (a)(5)(F) Exhibit (a)(5)(F) Case 1:99-mc-09999 Document 1440 Filed 11/13/18 Page 1 of 12 PageID #: 153824 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ANTHONY FRANCHI, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No.

Case 1:99-mc-09999 Document 1431 Filed 11/12/18 Page 1 of 22 PageID #: 153127

Exhibit (a)(5)(E) Case 1:99-mc-09999 Document 1431 Filed 11/12/18 Page 1 of 22 PageID #: 153127 Exhibit (a)(5)(E) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ALVIN MITTELSTAED, Case No.

NCR / NCR Corp. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) JETPAY CORPORATION (Name of Subject Company Issuer) Orwell Acquisition Corporation and NCR Corporation (Names of Filing Persons – Offeror) Common Stock, $0.001 par value

JetPay® Corporation Reports Third Quarter Results Reports Third Quarter Revenue Growth of 14.0%

Exhibit 99.1 JetPay® Corporation Reports Third Quarter Results Reports Third Quarter Revenue Growth of 14.0% Allentown, PA – November 9, 2018 – JetPay® Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the third quarter and nine months ended September 30, 2018. Financial Highlights · Revenues increased 14.0%, or $1.9 million, to $15.5 million for the three mo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

JTPY / JetPay Corporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporati

JTPY / JetPay Corporation SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CONFIDENTIALITY AGREEMENT

EX-(e)(3) Exhibit (e)(3) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is made as of August 4, 2018, by and between JETPAY CORPORATION, a Delaware corporation (the “Company”), and NCR Corporation, a Maryland corporation (the “Recipient”).

Offer to Purchase for Cash All Outstanding Shares JETPAY CORPORATION $5.05 Per Share of Common Stock $5.05 Per Share of Common Stock underlying each share of Series A Convertible Preferred Stock $600 Per Share of Series A-1 and Series A-2 Convertible

Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of JETPAY CORPORATION at $5.

NCR / NCR Corp. SCHEDULE TO-T

Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 JETPAY CORPORATION (Name of Subject Company Issuer) Orwell Acquisition Corporation and NCR Corporation (Names of Filing Persons – Offeror) Common Stock, $0.001 par value per share Seri

CONFIDENTIALITY AGREEMENT

Exhibit (d)(4) Exhibit (d)(4) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is made as of August 4, 2018, by and between JETPAY CORPORATION, a Delaware corporation (the “Company”), and NCR Corporate, a Maryland corporation (the “Recipient”).

Letter of Transmittal Tender Shares JETPAY CORPORATION – CUSIP # 477177109 Pursuant to the Offer to Purchase for Cash All Outstanding Shares of JETPAY CORPORATION $5.05 Per Share of Common Stock $5.05 Per Share of Common Stock underlying each share o

Exhibit (a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of JETPAY CORPORATION – CUSIP # 477177109 Pursuant to the Offer to Purchase for Cash All Outstanding Shares of JETPAY CORPORATION at $5.

NOTICE OF GUARANTEED DELIVERY For Tender of Shares JETPAY CORPORATION $5.05 Per Share of Common Stock $5.05 Per Share of Common Stock underlying each share of Series A Convertible Preferred Stock $600 Per Share of Series A-1 and Series A-2 Convertibl

Exhibit (a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of JETPAY CORPORATION at $5.

Offer to Purchase for Cash All Outstanding Shares JETPAY CORPORATION $5.05 Per Share of Common Stock $5.05 Per Share of Common Stock underlying each share of Series A Convertible Preferred Stock $600 Per Share of Series A-1 and Series A-2 Convertible

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of JETPAY CORPORATION at $5.

Notice of Offer to Purchase for Cash All Outstanding Shares JETPAY CORPORATION $5.05 Per Share of Common Stock $5.05 Per Share of Common Stock underlying each share of Series A Convertible Preferred Stock $600 Per Share of Series A-1 and Series A-2 C

Exhibit (a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

Offer to Purchase for Cash All Outstanding Shares JetPay Corporation $5.05 per Share of Common Stock $5.05 per Share of Common Stock underlying each Series A Convertible Preferred Stock $600 per Share of Series A-1 Convertible Preferred Stock $600 pe

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of JetPay Corporation at $5.

NCR / NCR Corp. SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 JETPAY CORPORATION (Name of Subject Company (Issuer)) Orwell Acquisition Corporation a wholly owned subsidiary of NCR Corporation (Names of Filing Persons (Offerors)) Common Stock, $0.001 par value per share Ser

The following are excerpts from the transcript of NCR Corporation’s third quarter 2018 earnings call, which was conducted after market close on October 30, 2018:

EX-99.1 Exhibit 99.1 The following are excerpts from the transcript of NCR Corporation’s third quarter 2018 earnings call, which was conducted after market close on October 30, 2018: Michael Dale Hayford – NCR Corp. – President and CEO: Last week, we announced our entry into payments via the pending acquisition of JetPay. *** And as we demonstrated by the JetPay acquisition, we will implement a ta

TENDER AND SUPPORT AGREEMENT

EX-99.6 Exhibit 6 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2018 by and among NCR Corporation, a Maryland corporation (“Parent”), Orwell Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of JetPay Corporation, a

JTPY / JetPay Corporation / Sundara Investment Partners, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 477177109 (CUSIP Number) James S. Rowe Mark A. Fennell, P.C. Kirkland & Ellis

TENDER AND SUPPORT AGREEMENT

EX-99.7 Exhibit 7 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2018 by and among NCR Corporation, a Maryland corporation (“Parent”), Orwell Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of JetPay Corporation, a

JTPY / JetPay Corporation / FLEXPOINT FUND II, L.P. - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment

Schedule 13D Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 477177109 (CUSIP Number) Charles E. Glew Steven M. Michienzi Flexpoint Fund II, L.P. Flexpoint Ford, LLC 676 N. Michigan Ave., Suite 3300 Chicago, Illin

TENDER AND SUPPORT AGREEMENT

EX-99.8 Exhibit 8 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2018 by and among NCR Corporation, a Maryland corporation (“Parent”), Orwell Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of Jet

Frequently Asked Questions

Exhibit 99.1 Frequently Asked Questions Will my compensation or benefits change? NCR will support JetPay’s current compensation structure for a period of time following the transaction. During this time, we will evaluate the compensation programs at both JetPay and NCR to determine an equitable approach moving into the future. Your benefits will remain unchanged through year end. Following complet

JTPY / JetPay Corporation SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JetPay Corporation (Name of Subject Company) JetPay Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE SERIES

Dear Customer:

Exhibit 99.3 Dear Customer: As you may have heard, JetPay has agreed to join forces with NCR Corporation in a transaction that we announced jointly just a short time ago. We expect NCR’s acquisition of JetPay to close in the fourth quarter of this year, pending regulatory approval. We are excited to share this news with you and to highlight why this decision was right for the JetPay team and our c

Today is an exciting day for JetPay!

Exhibit 99.2 Team, Today is an exciting day for JetPay! NCR Corporation, one of the world’s leaders in handling consumer transactions and interactions, has announced a definitive agreement to acquire JetPay. When the transaction is finalized, you will be part of a global organization with 34,000 employees that handles 760 million transactions each day and has a 134-year history of innovation in co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 19, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

Agreement and Plan of Merger, dated October 19, 2018, by and among JetPay Corporation, NCR Corporation and Orwell Acquisition Corporation (incorporated by reference to Exhibit 2.1 to JetPay Corporation’s Current Report on Form 8-K filed on October 22, 2018).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among JETPAY CORPORATION NCR CORPORATION and ORWELL ACQUISITION CORPORATION October 19, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 3 Section 1.01. Definitions 3 Section 1.02. Other Definitional and Interpretative Provisions 15 ARTICLE 2 THE OFFER AND THE MERGER 15 Section 2.01. The Offer 15 Section 2.02. Company Actions 18 Section 2

NCR Steps Into Payments, Announces Definitive Agreement to Acquire JetPay

Exhibit 99.1 JOINT PRESS RELEASE: NEWS RELEASE NCR Steps Into Payments, Announces Definitive Agreement to Acquire JetPay ATLANTA and ALLENTOWN, Pa. – October 22, 2018 – NCR Corporation (NYSE: NCR) today announced a definitive agreement to acquire Allentown, Pa.-based JetPay (NASDAQ: JTPY), a provider of end-to-end payment processing and Human Capital Management solutions. The transaction will be a

EMAIL TO JETPAY EMPLOYEES, DATED OCTOBER 22, 2018

EX-99.2 Exhibit 99.2 EMAIL TO JETPAY EMPLOYEES, DATED OCTOBER 22, 2018 Team, Today is an exciting day for JetPay! NCR Corporation, one of the world’s leaders in handling consumer transactions and interactions, has announced a definitive agreement to acquire JetPay. When the transaction is finalized, you will be part of a global organization with 34,000 employees that handles 760 million transactio

NCR / NCR Corp. SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 JETPAY CORPORATION (Name of Subject Company (Issuer)) Orwell Acquisition Corporation a wholly owned subsidiary of NCR Corporation (Names of Filing Persons (Offerors)) Common Stock, $0.001 par value per share Ser

TRANSCRIPT OF VIDEO TO JETPAY EMPLOYEES FROM NCR

EX-99.1 Exhibit 99.1 TRANSCRIPT OF VIDEO TO JETPAY EMPLOYEES FROM NCR Hi my name is Mike Hayford, President and CEO of NCR Corporation. Today you saw that NCR and JetPay are combining forces. I don’t know if you noticed yet, but NCR, in terms of background and history, we’re a 134-year old company and, quite frankly, we invented commerce, we invented transactions with our cash registers over 100 y

Agreement and Plan of Merger among JetPay Corporation, NCR Corporation and Orwell Acquisition Corporation, dated October 19, 2018.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among JETPAY CORPORATION NCR CORPORATION and ORWELL ACQUISITION CORPORATION October 19, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 3 Section 1.01. Definitions 3 Section 1.02. Other Definitional and Interpretative Provisions 15 ARTICLE 2 THE OFFER AND THE MERGER 15 Section 2.01. The Offer 15 Section 2.02. Company Actions 17 Se

NCR / NCR Corp. FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 19, 2018 NCR CORPORATION (Exact name of registrant specified in its charter) Commission File Number: 001-00395 Maryland 31-0387920 (State or other jurisdiction of incorporation) (I.

Joint press release by NCR Corporation and JetPay Corporation, dated October 22, 2018.

EX-99.1 Exhibit 99.1 JOINT PRESS RELEASE: NEWS RELEASE NCR Steps Into Payments, Announces Definitive Agreement to Acquire JetPay ATLANTA and ALLENTOWN, Pa. – October 22, 2018 – NCR Corporation (NYSE: NCR) today announced a definitive agreement to acquire Allentown, Pa.-based JetPay (NASDAQ: JTPY), a provider of end-to-end payment processing and Human Capital Management solutions. The transaction w

www.jetpay.com Copyright JetPay Corporation 2018 2017 ANNUAL MEETING September 11, 2018

Exhibit 99.1 www.jetpay.com Copyright JetPay Corporation 2018 2017 ANNUAL MEETING September 11, 2018 www.jetpay.com Copyright JetPay Corporation 2018 Forward Looking Statement This presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. JetPay’s actual results may differ from its ex

Employment Agreement, dated September 14, 2018, by and between the Company and Diane (Vogt) Faro

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 14, 2018, by and between Corporation, a Delaware corporation (the “Company”), and Diane (Vogt) Faro (the “Executive”). WHEREAS, the Company and the Executive have entered into an employment agreement (the “Original Agreement”) as of May 5, 2016, by and between the Company and the Executive; WHEREAS, the Ori

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): September 11, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Sublease Agreement, dated as of August 29, 2018, by and between Affirmative Agencies LLC and JetPay Payment Services, TX, LLC

Exhibit 10.1 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the latest of the signature dates on this Sublease by and between Affirmative Agencies Inc., a Texas corporation, having an address of 7711 Center Ave., Suite 200, Huntington Beach, CA 92647, (“Sublessor”) and JetPay Payment Services, TX, LLC (“Sublessee”), having an address care of its parent JetPay Co

Other Events

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 6, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JetPay® Corporation Reports Second Quarter Results Reports Net Income of $1.5 million and Second Quarter Revenue growth of 12.6%

Exhibit 99.1 JetPay® Corporation Reports Second Quarter Results Reports Net Income of $1.5 million and Second Quarter Revenue growth of 12.6% Allentown, PA – August 9, 2018 – JetPay® Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the second quarter and six months ended June 30, 2018. Financial Highlights · Net Income before accretion of convertible preferr

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JTPY / JetPay Corporation FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (E

Equipment Schedule No. 001, dated June 20, 2018, to Master Equipment Lease Agreement by and between JetPay Payment Services, FL, LLC and Fifth Third Bank.

EX-10.6 3 tv500041ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Equipment Schedule – No. 001 Dated June 20, 2018 To Master Equipment Lease Agreement Dated as of June 22, 2017 Lessor: Fifth Third Bank, an Ohio banking corporation Lessee: JETPAY PAYMENT SERVICES, FL, LLC All of the terms of the Master Equipment Lease Agreement dated as of June 22, 2017 (as amended, supplemented or modified from time to time,

Letter Agreement dated July 11, 2018, by and between JetPay Corporation and Ithan Creek Master Investors (Cayman) L.P.

EX-10.8 5 tv500041ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 JetPay Corporation 7450 Tilghman Street Suite 170 Allentown, PA 18106 July 11, 2018 VIA FACSIMILE & OVERNIGHT DELIVERY Wellington Management Company, LLP 280 Congress Street Boston, MA 02210 Facsimile No.: 617-289-5699 Attention: Legal Department with a copy to: Greenberg Traurig, LLP One International Place Boston, MA 02110 Facsimile No.: (61

Amendment No. 001 to Interim Funding Schedule, dated June 20, 2018, to Master Equipment Lease Agreement by and between JetPay Payment Services, FL, LLC and Fifth Third Bank.

EX-10.5 2 tv500041ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Amendment No. 001 to Interim Funding Schedule – No. 001 THIS AMENDMENT, dated as of June 20, 2018, amends that certain Interim Funding Schedule – No. 001 dated June 22, 2017, to that certain Master Equipment Lease Agreement dated as of June 22, 2017 (the “Master Lease”) between FIFTH THIRD BANK, as Lessor, and JETPAY PAYMENT SERVICES, FL, LLC,

Letter Agreement dated July 11, 2018, by and between JetPay Corporation, Flexpoint Fund II, L.P. and Sundara Investment Partners, LLC.

EX-10.7 4 tv500041ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 JetPay Corporation 7450 Tilghman Street Suite 170 Allentown, PA 18106 July 11, 2018 VIA FACSIMILE & OVERNIGHT DELIVERY Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Facsimile No.: (312) 327-4525 Attention: Charles E. Glew Steven M. Michienzi Sundara Investment Partners, LLC 725 Eagle Farm

JTPY / JetPay Corporation DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Modification of Credit Agreement and Other Loan Documents, dated June 1, 2018, by and among JetPay Payment Services, FL, LLC, JetPay Corporation and Fifth Third Bank

EX-10.4 5 tv495794ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS THIS MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Agreement") is effective as of the 1st day of June, 2018, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company ("Borrower"), JETPAY CORPORATION, a Delaware corporation ("Guarantor"), and

Amended and Restated Promissory Note, dated June 1, 2018, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank

EX-10.2 3 tv495794ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 $1,600,000.00 Amended and restated promissory NOTE THIS AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is effective as of June 1, 2018 (the “Effective Date”) in the principal amount of ONE MILLION SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00). Recitals A. This Note is made by JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited l

Amended and Restated Revolving Promissory Note, dated June 1, 2018, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank

EX-10.1 2 tv495794ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 $1,000,000.00 AMENDED AND RESTATED REVOLVING PROMISSORY NOTE THIS AMENDED AND RESTATED REVOLVING PROMISSORY NOTE (this “Note”) is effective as of June 1, 2018 (the “Effective Date”) in the principal amount of One Million and No/100 Dollars ($1,000,000.00). RECITALS A. This Note is made by JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited li

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 1, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

Third Modification of Credit Agreement and Other Loan Documents, dated June 1, 2018, by and among JetPay Payment Services, FL, LLC, JetPay Corporation and Fifth Third Bank

EX-10.3 4 tv495794ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 THIRD MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS THIS THIRD MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Agreement") is effective as of the 1st day of June, 2018, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability ("Borrower"), JETPAY CORPORATION, a Delaware corporation ("Guarantor"),

JetPay® Corporation Announces First Quarter 2018 Financial Results Quarterly Revenues Increase 9.5% including 14.4% Increase in Payment Services

Exhibit 99.1 JetPay® Corporation Announces First Quarter 2018 Financial Results Quarterly Revenues Increase 9.5% including 14.4% Increase in Payment Services Allentown, PA – May 14, 2018 – JetPay® Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the first quarter ended March 31, 2018. Financial Highlights · JetPay adopted the new accounting standards require

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

JTPY / JetPay Corporation FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (

Other Events

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): April 30, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JetPay® Corporation Announces 2017 Financial Results Revenues Increase 35.0%, including 44.5% Increase in Payment Services Revenues

Exhibit 99.1 JetPay® Corporation Announces 2017 Financial Results Revenues Increase 35.0%, including 44.5% Increase in Payment Services Revenues Allentown, PA – March 28, 2018 – JetPay® Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the fourth quarter and year ended December 31, 2017. Financial Highlights · Revenues increased 35.0%, or $19.7 million, to $7

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JTPY / JetPay Corporation 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35170 Jetpay Corporation (Exac

Transition Agreement, dated March 28, 2018, by and between the Company and Michael Collester.

Exhibit 10.60 TRANSITION AGREEMENT This Transition Agreement (this “Agreement”) is entered into this 28th day of March, 2018 by and between JetPay Corporation (the “Company”) and Michael Collester (the “Executive”). WHEREAS, the Executive is employed as the Chief Operating Officer of the Company pursuant to an Amended and Restated Employment Agreement dated as of August 23, 2016 (the “Employment A

Subsidiaries of the Company

Exhibit 21.1 JetPay Corporation Names and Jurisdictions of Subsidiaries As of December 31, 2017 Subsidiary Name Jurisdiction JetPay Payment Services, TX, LLC Texas JetPay HR & Payroll Services, Inc. Pennsylvania Payroll Tax Filing Services, Inc. Pennsylvania JetPay Payment Services, PA, LLC Pennsylvania JetPay Payment Services, FL, LLC Delaware

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 16, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JTPY / JetPay Corporation / Wles, L.p. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) JetPay Corporation (Name of Issuer) Common Stock ($.001 par value per share) (Title of Class of Securities) 913384103 (CUSIP Number) Trent Voigt WLES, L.P. 2233 Wolf Front Road Van Alstyne, TX 75495 (903) 708-5003 (Name, Address and Telephone Number of Pe

JTPY / JetPay Corporation / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* JetPay Corp (Name of Issuer) Common Stock (Title of Class of Securities) 477177109 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

Other Events

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, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 9, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Other Events

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 8, 2018 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

JetPay Corporation Appoints Robert Metzger to its Board of Directors

Exhibit 99.1 JetPay Corporation Appoints Robert Metzger to its Board of Directors Center Valley, PA ? November 21, 2017 - JetPay Corporation (?JetPay? or the Company) (NASDAQ: ?JTPY?) announced today the appointment of Mr. Robert Metzger to its Board of Directors, effective November 20, 2017. Mr. Metzger was appointed to the board to fill the vacancy created by an increase in the size of the board

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 20, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

Employment Agreement, dated November 15, 2017, by and between the Company and Gregory M. Krzemien

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (?Agreement?), dated as of November 15, 2017 (the ?Effective Date?), by and between JetPay Corporation, a Delaware corporation (the ?Company?), and Gregory Krzemien (the ?Executive?). WHEREAS, the Executive is currently employed as the Chief Financial Officer of the Company; and WHEREAS, the Company and the Executive have agreed to modify and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 15, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 14, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

JetPay® Corporation Reports Third Quarter Results Revenues Increase 21.2%, EBITDA Increases 49.0%

Exhibit 99.1 JetPay? Corporation Reports Third Quarter Results Revenues Increase 21.2%, EBITDA Increases 49.0% Center Valley, PA ? November 10, 2017 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the third quarter and nine months ended September 30, 2017. Financial Highlights ? Revenues increased 21.2%, or $3.2 million, to $18.4 million for the t

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tv4792588k.htm FORM 8-K 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): November 10, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commi

Lease, dated October 20, 2017, by and between Brookwood Philadelphia I, LLC, Brookwood Philadelphia II, LLC and JetPay HR & Payroll Services, Inc.

EX-10.1 2 tv478465ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version LEASE BY AND BETWEEN BROOKWOOD PHILADELPHIA I, LLC, a Delaware limited liability company, and BROOKWOOD PHILADELPHIA II, LLC, a Delaware limited liability company, as tenants in common (“Landlord”) and JETPAY HR & PAYROLL SERVICES, INC., (“Tenant”) TABLE OF CONTENTS Page 1. TERMS 1 2. THE PREMISES 3 3. TERM 4 4. CONDITION OF

JTPY / JetPay Corporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporati

JetPay Corporation Appoints Robert Frankfurt to its Board of Directors

EX-99.1 2 tv478178ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay Corporation Appoints Robert Frankfurt to its Board of Directors Center Valley, PA – November 1, 2017 - JetPay Corporation (“JetPay” or the Company) (NASDAQ: “JTPY”) announced today the appointment of Mr. Robert Frankfurt to its Board of Directors, effective October 30, 2017. Mr. Frankfurt will also serve as a member and as chairman of t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv4781788k.htm FORM 8-K 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 30, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commis

©Copyright JetPay Corporation 2017

?Copyright JetPay Corporation 2017 Payments | Payroll | Partners Annual Shareholder Meeting August 15 th , 2017 Exhibit 99.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 15, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

JetPay Corporation Reports Second Quarter Results Revenues Increase 53.8%, Including 69.7% Increase in Payment Services

Exhibit 99.1 JetPay Corporation Reports Second Quarter Results Revenues Increase 53.8%, Including 69.7% Increase in Payment Services Center Valley, PA ? August 11, 2017 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the second quarter and six months ended June 30, 2017. Financial Highlights ? Revenues increased 53.8%, or $6.6 million, to $18.8 mi

JTPY / JetPay Corporation FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (E

Other Events

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): July 3, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

JetPay DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Second Modification of Credit Agreement and Other Loan Documents, dated June 22, 2017, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank (incorporated by reference to Exhibit 10.3 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

EX-10.3 4 v469836ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SECOND MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS THIS SECOND MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") is made as of the 22nd day of June, 2017, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company f/k/a CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability c

Credit Agreement, dated June 22, 2017, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank (incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

Exhibit 10.1 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this ?Agreement?) is executed as of June 22, 2017 (the ?Effective Date?), by and between FIFTH THIRD BANK, an Ohio banking corporation (?Lender?), and JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company (?Borrower?). RECITALS: A. WHEREAS, Borrower has applied to Lender for a draw/term loan facility to finance software integrat

Guaranty Agreement, dated June 22, 2017, by and between JetPay Corporation and Fifth Third Bank (incorporated by reference to Exhibit 10.5 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

Exhibit 10.5 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?) is made as of June 22, 2017, (the ?Effective Date?) by JETPAY CORPORATION, a Delaware corporation (?Guarantor?) for the benefit of FIFTH THIRD BANK, an Ohio banking corporation, its successors and assigns (?Lender?). WITNESSETH: WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof between JetPay Pay

Promissory Note, dated June 22, 2017, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank (incorporated by reference to Exhibit 10.2 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

Exhibit 10.2 $1,600,000.00 promissory NOTE THIS PROMISSORY NOTE (this ?Note?) is made as of June 22, 2017 (the ?Effective Date?) in the principal amount of ONE MILLION SIX HUNDRED THOUSAND and NO/100 Dollars ($1,600,000.00). Recitals A. This Note is made by JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company (?Borrower?), and is payable to the order of FIFTH THIRD BANK, an Ohio

Amended and Restated Revolving Promissory Note, dated June 22, 2017, by and among JetPay Payment Services, FL, LLC and Fifth Third Bank (incorporated by reference to Exhibit 10.6 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

EX-10.6 7 v469836ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 NOTE REGARDING FLORIDA DOCUMENTARY STAMP TAX: THIS PROMISSORY NOTE: (a) IS NOT SECURED BY AN INTEREST IN FLORIDA REAL PROPERTY; AND (b) HAS BEEN MADE, EXECUTED AND DELIVERED BY BORROWER TO LENDER OUTSIDE OF THE TERRITORIAL LIMITS OF THE STATE OF FLORIDA. THEREFORE, NO DOCUMENTARY STAMP TAX IS DUE HEREON. $1,000,000.00 AMENDED AND RESTATED REVOL

Master Equipment Lease Agreement, dated June 22, 2017, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank (incorporated by reference to Exhibit 10.7 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

Exhibit 10.7 Master Equipment Lease Agreement This Master Equipment Lease Agreement (this ?Master Lease?) dated as of June 22, 2017 is made by and between FIFTH THIRD BANK, an Ohio banking corporation (?Lessor?), and JETPAY PAYMENT SERVICES, FL, LLC, a limited liability company organized under the laws of the State of Delaware and having a principal place of business at 3939 West Valley Drive, Cen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 22, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

Security Agreement, dated June 22, 2017, by and between JetPay Payment Services, FL, LLC and Fifth Third Bank (incorporated by reference to Exhibit 10.4 on the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2017).

EX-10.4 5 v469836ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made as of June 22, 2017 (the “Effective Date”) by and between FIFTH THIRD BANK, an Ohio banking corporation located at 201 East Kennedy Blvd., Suite 1800, Tampa, Hillsborough County, Florida 33602 (the “Secured Party”) and JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liab

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

JetPay Corporation Reports First Quarter 2017 Results; Revenues Increased 62.7%, Including a 95.1% Increase in Payment Services

EX-99.1 2 v467012ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay Corporation Reports First Quarter 2017 Results; Revenues Increased 62.7%, Including a 95.1% Increase in Payment Services Center Valley, PA – May 15, 2017 – JetPay Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the first quarter ended March 31, 2017. Financial Highlights · Revenues increased 62.7%

Modification of Credit Agreement and Other Loan Documents dated March 23, 2017 by and between JetPay Payment Services, FL, LLC, JetPay Corporation, and Fifth Third Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q filed with the SEC on May 12, 2017).

Exhibit 10.2 MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS THIS MODIFICATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this "Amendment") is made as of the 23rd day of March, 2017, by and among JETPAY PAYMENT SERVICES, FL, LLC, a Delaware limited liability company f/k/a CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company ("Borrower"), JETPAY CORPORATION, a Delaware co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

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): May 7, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation

Unregistered Sales of Equity Securities

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): April 13, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction of Incorporation) (Commission File Numb

JetPay SCHEDULE 13D AMENDMENT NO. 2 (Activist Acquisition of More Than 5% of Shares)

Schedule 13D Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 913384103 (CUSIP Number) Charles E. Glew Steven M. Michienzi Flexpoint Fund II, L.P. Flexpoint Ford, LLC 676 N. Michigan Ave., Suite 3300 Chicago, Illin

JetPay AMENDMENT NO. 1 TO SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

Amendment No. 1 to Schedule 13D Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Information To Be Included in Statements Filed Pursuant to ? 240.13d-1(a) and Amendments Thereto Filed Pursuant to ? 240.13d-2(a) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 913384103 (CUSIP Number) Eric Tajcher

JetPay 8-K (Current Report/Significant Event)

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): March 27, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JetPay® Corporation Announces 2016 Financial Results Annual Revenues Increase 30.0% including 42.4% Increase in Payment Services

Exhibit 99.1 JetPay? Corporation Announces 2016 Financial Results Annual Revenues Increase 30.0% including 42.4% Increase in Payment Services Center Valley, PA ? March 27, 2017 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the fourth quarter and year ended December 31, 2016. Financial Highlights ? Revenues increased 30.0%, or $13.0 million, to $

Letter Agreement dated March 23, 2017, by and between JetPay Corporation and Ithan Creek Master Investors (Cayman) L.P. (incorporated by reference to Exhibit 10.60 of the Company's Annual Report on Form 10-K filed with the SEC on March 24, 2017).

Exhibit 10.60 March 23, 2017 VIA FACSIMILE & OVERNIGHT DELIVERY Ithan Creek Master Investors (Cayman) L.P. 280 Congress Street Boston, MA 02210 Facsimile No.: (617) 289-5699 Attention: Legal Department Gentlemen and Ladies: Reference is hereby made to that certain Securities Purchase Agreement dated as of May 1, 2014 (the "Purchase Agreement"), by and among JetPay Corporation, a Delaware corporati

Letter Agreement dated March 23, 2017, by and between JetPay Corporation, Flexpoint Fund II, L.P. and Sundara Investment Partners, LLC. (incorporated by reference to Exhibit 10.59 of the Company's Annual Report on Form 10-K filed with the SEC on March 24, 2017).

Exhibit 10.59 JetPay Corporation 3939 West Drive Center Valley, Pennsylvania 18034 March 23, 2017 VIA FACSIMILE & OVERNIGHT DELIVERY Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Facsimile No.: (312) 327-4525 Attention: Charles E. Glew Steven M. Michienzi Sundara Investment Partners, LLC 725 Eagle Farm Road Villanova, PA 19085 Facsimile No.: A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35170 Jetpay Corporation (Exac

JetPay Corporation

Exhibit 21.1 JetPay Corporation Names and Jurisdictions of Subsidiaries As of December 31, 2016 Subsidiary Name Jurisdiction JetPay Payment Services, TX, LLC Texas JetPay HR & Payroll Services, Inc. Pennsylvania Payroll Tax Filing Services, Inc. Pennsylvania JetPay Payment Services, PA, LLC Pennsylvania JetPay Payment Services, FL, LLC Delaware

JetPay FORM 8-K (Current Report/Significant Event)

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): February 15, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File N

JetPay Buys Back 2.2 Million Shares

Exhibit 99.1 JetPay Buys Back 2.2 Million Shares Center Valley, PA ? February 21, 2017 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: JTPY), a leading provider of debit and credit card processing services, payroll and human capital management, and prepaid card services, announced today that JetPay has bought back 2.2 million shares of its common stock owned by WLES, L. P. (?WLES?), whic

Warrant to Purchase Common Stock, dated February 15, 2017, issued to WLES, L.P. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2017).

EX-4.1 2 v460050ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS WARRANT NOR SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY T

JetPay Executes Agreement with the Office of the Illinois State Treasurer to become the Payment Processor for E-Pay

EX-99.1 3 v458440ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay Executes Agreement with the Office of the Illinois State Treasurer to become the Payment Processor for E-Pay Center Valley, PA – February 6, 2017 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: JTPY), a leading provider of debit and credit card processing services, payroll and human capital management, and prepaid card services

E-Pay Master Agreement dated January 31, 2017 by and among JetPay Payment Services, FL and the Office of the Illinois State Treasurer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2017).

EX-10.1 2 v458440ex10-1.htm EXHIBIT 10.1 E-PAY MASTER AGREEMENT Exhibit 10.1 This E-Pay Master Agreement (“Agreement”) is made and entered into as of the 31st day of January 2017 (“Effective Date”), by and between the Office of the Illinois State Treasurer ("Treasurer") and JetPay Payment Services, FL, LLC (“Contractor"). WHEREAS, pursuant to 15 ILCS 505/17 the Treasurer offers any unit of State o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 31, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Nu

JetPay Corporation Announces Satisfaction of Obligations under Settlement and Release Agreement with Merrick Bank.

Exhibit 99.1 JetPay Corporation Announces Satisfaction of Obligations under Settlement and Release Agreement with Merrick Bank. Center Valley, PA- January 17, 2017 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: JTPY), a leading provider of debit and credit card processing services, payroll and human capital management, and prepaid card services, announced today that it has satisfied its

JetPay 8-K (Current Report/Significant Event)

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 11, 2017 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Nu

JTPY / JetPay Corporation / Wolf Creek Partners, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* JetPay Corporation (Name of Issuer) Common Stock ($0.001 par value per share) (Title of Class of Securities) 913384103 (CUSIP Number) Emily D. Babalas Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 (617) 790-8221 (Name,

JetPay FORM 8-K (Current Report/Significant Event)

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): November 14, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

JetPay® Corporation Announces Third Quarter Financial Results Company Achieves a 47.5% Increase in Quarterly Revenues, Including a 67% Increase in the Payment Processing Segment

EX-99.1 2 v452967ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay® Corporation Announces Third Quarter Financial Results Company Achieves a 47.5% Increase in Quarterly Revenues, Including a 67% Increase in the Payment Processing Segment Center Valley, PA – November 14, 2016 – JetPay Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the third quarter and nine month

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 ¨ TRANSITION REPORT PURSUANT

10-Q 1 v45222810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER:

JetPay SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to ? 240.13d-1(a) and Amendments Thereto Filed Pursuant to ? 240.13d-2(a) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 913384103 (CUSIP Number) Eric Tajcher Jeffrey A. Letalien Morgan, Lewis & Bockius LLP 101 Pa

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 18, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Nu

Term Loan Note, dated as of October 18, 2016, by A. D. Computer Corporation and Payroll Tax Filing Services, Inc. in favor LHLJ, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2016).

Exhibit 10.3 TERM LOAN NOTE $9,500,000.00 October 18, 2016 FOR VALUE RECEIVED and intending to be legally bound, the undersigned, A. D. COMPUTER CORPORATION, a Pennsylvania corporation, and PAYROLL TAX FILING SERVICES, INC., a Pennsylvania corporation (individually and collectively, jointly and severally, the ?Borrower?), promises to pay, in lawful money of the United States of America, to the ord

LOAN AND SECURITY AGREEMENT A. D. COMPUTER CORPORATION, PAYROLL TAX FILING SERVICES, INC. ALL OTHER PERSONS JOINED HERETO AS A BORROWER FROM TIME TO TIME, as Borrowers JETPAY CORPORATION and COLLECTORSOLUTIONS, LLC, each as a Guarantor LHLJ, INC., as

Exhibit 10.2 LOAN AND SECURITY AGREEMENT A. D. COMPUTER CORPORATION, PAYROLL TAX FILING SERVICES, INC. AND ALL OTHER PERSONS JOINED HERETO AS A BORROWER FROM TIME TO TIME, as Borrowers WITH JETPAY CORPORATION and COLLECTORSOLUTIONS, LLC, each as a Guarantor AND LHLJ, INC., as Lender Dated as of October 18, 2016 Table of Contents Page SECTION I. DEFINITIONS AND INTERPRETATION 1 1.1. Terms Defined 1

JetPay Corporation Announces Investment and Board Appointment of Industry Veteran Larry Stone

EX-99.1 7 v450995ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay Corporation Announces Investment and Board Appointment of Industry Veteran Larry Stone Berwyn, PA - October 19, 2016 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: JTPY), a leading provider of debit and credit card processing services, payroll and human capital management services, and prepaid card services, announced today th

Certificate of Amendment to Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2016)

EX-3.1 2 v450995ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF JETPAY CORPORATION JETPAY CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That on October 18, 2016, the Corporation, Flexpoint Fund II, L.P., a Delawa

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of October 18, 2016, between JetPay Corporation, a Delaware corporation (the "Company"), and Laurence L. Stone ("Indemnitee"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 23 hereof. WITNESSETH THAT: WHEREAS, highly competent persons hav

Amended and Restated Securities Purchase Agreement, dated as of October 18, 2016, by and among JetPay Corporation, Flexpoint Fund II, L.P. and Sundara Investment Partners, LLC (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2016).

Exhibit 4.1 JETPAY CORPORATION AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT October 18, 2016 Table of Contents Page Section 1. Definitions 1 Section 2. Authorization and Closing 10 Section 2.1. Authorization of the Preferred Stock and the Common Stock 10 Section 2.2. Purchase and Sale of the Preferred Stock 10 Section 2.3. The Closings 10 Section 3. Conditions of Purchaser?s Obligation at th

JetPay SC 13D AMENDMENT NO. 1 (Activist Acquisition of More Than 5% of Shares)

SC 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 913384103 (CUSIP Number) Charles E. Glew Steven M. Michienzi Flexpoint Fund II, L.P. Flexpoint Ford, LLC 676 N. Michigan Ave., Suite 3300 Chicago, Illinois 60

JetPay FORM 8-K (Current Report/Significant Event)

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): September 30, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File

Consent to Amendment of Promissory Note dated September 30, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2016).

Exhibit 10.2 September 30, 2016 Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Attn: Donald J. Edwards and Steven M. Michienzi Re: Consent to Amendment of Promissory Note Messrs. Edwards and Michienzi: Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Flexpoint Fund II, L.P. (

Consent to Amendment of Promissory Note dated September 30, 2016, made by JetPay Corporation in favor of Jonathan Lubert (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2016).

Exhibit 10.1 September 30, 2016 Mr. Jon Lubert JL Squared Group, LLC 2929 Arch Street, 13th Floor Philadelphia, PA 19104 Dear Jon, Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Jonathan Lubert (?Lubert?) (the ?Note?), dated January 15, 2016, and amended April 8, 2016 and July 25, 2016. Capitalized terms used herein but not de

JetPay Corporation Names Michael Collester as Chief Operating Officer

Exhibit 99.1 JetPay Corporation Names Michael Collester as Chief Operating Officer Berwyn, PA- August 29, 2016 - JetPay Corporation ("JetPay" or the "Company") (NASDAQ: JTPY), a leading provider of debit and credit card processing services, payroll and human capital management, and prepaid card services, announced today that Michael Collester has been named Chief Operating Officer (?COO?). ?We are

Amended and Restated Employment Agreement, dated August 23, 2016, by and between the Company and Michael Collester (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2016).

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of August 23, 2016 (the ?Effective Date?), is made by and between JetPay Corporation (the ?Employer?) and Michael Collester (?Executive?). RECITALS WHEREAS, ACI Merchant Systems, LLC, a wholly owned subsidiary of the Employer (?ACI?), and Executive are parties to that

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 23, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Num

JetPay® Corporation Announces Second Quarter Financial Results With a 15.6% Increase in Quarterly Revenues

Exhibit 99.1 JetPay? Corporation Announces Second Quarter Financial Results With a 15.6% Increase in Quarterly Revenues Berwyn, PA ? August 15, 2016 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the second quarter and six months ended June 30, 2016. Financial Highlights ? Revenues increased 15.6%, or $1.6 million, to $12.2 million for the quarte

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

JetPay® Corporation Announces Second Quarter Financial Results With a 15.6% Increase in Quarterly Revenues

Exhibit 99.1 JetPay? Corporation Announces Second Quarter Financial Results With a 15.6% Increase in Quarterly Revenues Berwyn, PA ? August 15, 2016 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the second quarter and six months ended June 30, 2016. Financial Highlights ? Revenues increased 15.6%, or $1.6 million, to $12.2 million for the quarte

JetPay 8-K (Current Report/Significant Event)

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 9, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

JetPay 8-K (Current Report/Significant Event)

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 9, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (E

JetPay FORM 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS As previously reported, JetPay Corporation (?JetPay? or the ?Company?) has entered into that certain Agreement and Plan of Merger, dated as of February 22, 2016 (the ?Merger Agreement?), by and among JetPay, CSI Acquisition Sub One, LLC, a Delaware limited liability company and wholly-owned subsidiary of JetPay (?Merger Sub One?), CSI

CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 AND 2014 CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 AND 2014

Exhibit 99.1 CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 AND 2014 CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 AND 2014 CONTENTS PAGE Independent Auditor?s Report 1 Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Changes i

CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS march 31, 2016 and 2015 CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS march 31, 2016 and 2015

Exhibit 99.2 CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS march 31, 2016 and 2015 CollectorSolutions, Inc. AND SUBSIDIARY PENSACOLA, FLORIDA CONSOLIDATED FINANCIAL STATEMENTS march 31, 2016 and 2015 CONTENTS PAGE Independent Accountant?s Review Report 1 Consolidated Balance Sheets 3 Consolidated Statements of Income and Retained Earnings 4 Consolidat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 2, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

Settlement and Release Agreement dated July 26, 2016 between Merrick Bank Corporation, JetPay Merchant Services, LLC, JetPay ISO Services, LLC, JetPay, LLC, WLES, L.P., and JetPay Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2016).

Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the ?Agreement?) is entered into by, between, and among Merrick Bank Corporation (?Merrick?), on the one hand, and JetPay Merchant Services, LLC (?JPMS?), JetPay ISO Services, LLC (?JP ISO?), JetPay, LLC (f/k/a Universal Business Payment Solutions Acquisition Corporation (?UBPS?), WLES, L.P. (?WLES?), and JetPay C

PROMISSORY NOTE

EX-10.4 5 v445405ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PROMISSORY NOTE $5,000,000.00 FOR VALUE RECEIVED, JetPay Corporation (f/k/a Universal Business Payment Solutions Acquisition Corporation), a Delaware corporation with its principal place of business at 1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 (hereinafter the "Maker"), unconditionally promises to pay to the order of Merrick Bank Corpo

PROMISSORY NOTE

Exhibit 10.3 PROMISSORY NOTE $3,850,000.00 FOR VALUE RECEIVED, JetPay Corporation, (f/k/a Universal Business Payment Solutions Acquisition Corporation), a Delaware corporation with its principal place of business at 1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 (hereinafter the "Maker"), unconditionally promises to pay to the order of Merrick Bank Corporation, a Utah corporation with offices

Settlement and Release Agreement dated July 26, 2016 between Trent Voigt, WLES, L.P., JetPay Corporation, JetPay, LLC, JetPay Merchant Services, LLC and JetPay ISO Services, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2016).

Exhibit 10.2 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this ?Agreement?) is entered into as of the 26th day of July, 2016, among Trent Voigt, an individual (?Voigt?), WLES, L.P., a Texas limited partnership (?WLES?), JetPay Corporation, a Delaware corporation f/k/a Universal Business Payment Solutions Acquisition Corporation (?JetPay?), and JetPay, LLC, a Texas limite

JetPay FORM 8-K (Current Report/Significant Event)

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): July 26, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numbe

Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Jonathan Lubert (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2016).

Exhibit 10.1 July 27, 2016 Mr. Jon Lubert JL Squared Group, LLC 2929 Arch Street, 13th Floor Philadelphia, PA 19104 Re: Consent to Amendment of Promissory Note Dear Jon, Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Jonathan Lubert (?Lubert?) (the ?Note?), dated January 15, 2016, and amended April 8, 2016. Capitalized terms u

Consent to Amendment of Promissory Note dated July 27, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2016).

Exhibit 10.2 July 27, 2016 Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Attn: Donald J. Edwards and Steven M. Michienzi Re: Consent to Amendment of Promissory Note Messrs. Edwards and Michienzi: Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Flexpoint Fund II, L.P. (?Flex

JetPay FORM 8-K (Current Report/Significant Event)

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): July 26, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numbe

JetPay DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

JTPY / JetPay Corporation / Valentino Gene M. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* JetPay Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 913384103 (CUSIP Number of Class of Securities) Gene M. Valentino 316 South Baylen Street, Suite 590, Pensacola, Florida 32502 850-858-3311 Copy to: Charles D. Vaughn Nelson

JetPay Corporation Announces Completion of Acquisition of CollectorSolutions, Inc.

Exhibit 99.1 JetPay Corporation Announces Completion of Acquisition of CollectorSolutions, Inc. Berwyn, PA ? June 3, 2016 ? JetPay Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?), a leading provider of debit and credit card processing, payroll and human capital management, and prepaid card services, announced today that it has completed the previously announced acquisition of CollectorSol

Promissory Note, dated June 2, 2016, made by CollectorSolutions, LLC (f/k/a CSI Acquisition Sub One, LLC) in favor of Fifth Third Bank (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2016).

Exhibit 10.2 NOTE REGARDING FLORIDA DOCUMENTARY STAMP TAX: THIS PROMISSORY NOTE: (a) IS NOT SECURED BY AN INTEREST IN FLORIDA REAL PROPERTY; AND (b) HAS BEEN EXECUTED AND DELIVERED BY BORROWER TO LENDER OUTSIDE OF THE TERRITORIAL LIMITS OF THE STATE OF FLORIDA AND THEREFORE NO DOCUMENTARY STAMP TAX IS DUE HEREON. $1,068,960.30 promissory NOTE THIS PROMISSORY NOTE (this ?Note?) is made as of June 2

JetPay FORM 8-K (Current Report/Significant Event)

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): June 2, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Number

Credit Agreement, dated June 2, 2016, by and between CollectorSolutions, LLC (f/k/a CSI Acquisition Sub One, LLC) and Fifth Third Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2016).

Exhibit 10.1 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this ?Agreement?) is executed as of June 2, 2016 (the ?Effective Date?), by and between FIFTH THIRD BANK, an Ohio banking corporation (?Lender?), and CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company (?Borrower?). RECITALS: WHEREAS, Borrower has requested that Lender provide: (i) a term loan in the amount of One Million Sixty-Ei

Continuing Guaranty Agreement, dated June 2, 2016, by and between JetPay Corporation and Fifth Third Bank (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2016).

eXHIBIT 10.5 Continuing Guaranty Agreement THIS CONTINUING GUARANTY AGREEMENT (this ?Guaranty?) made as of June 2, 2016 by and between JETPAY CORPORATION, a Delaware corporation (?Guarantor?) and FIFTH THIRD BANK, an Ohio banking corporation (?Lender?). WITNESSETH: WHEREAS, Lender extended credit and financial accommodations to CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company (?B

Revolving Promissory Note, dated June 2, 2016, made by CollectorSolutions, LLC (f/k/a CSI Acquisition Sub One, LLC) in favor of Fifth Third Bank (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2016).

Exhibit 10.3 NOTE REGARDING FLORIDA DOCUMENTARY STAMP TAX: THIS PROMISSORY NOTE: (a) IS NOT SECURED BY AN INTEREST IN FLORIDA REAL PROPERTY; AND (b) HAS BEEN EXECUTED AND DELIVERED BY BORROWER TO LENDER OUTSIDE OF THE TERRITORIAL LIMITS OF THE STATE OF FLORIDA AND THEREFORE NO DOCUMENTARY STAMP TAX IS DUE HEREON. $500,000.00 REVOLVING promissory NOTE THIS REVOLVING PROMISSORY NOTE (this ?Note?) is

Continuing Guaranty Agreement, dated June 2, 2016 by and between JetPay Corporation and Fifth Third Bank (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2016).

Exhibit 10.4 Continuing Guaranty Agreement THIS CONTINUING GUARANTY AGREEMENT (this ?Guaranty?) made as of June 2, 2016 by and between JETPAY CORPORATION, a Delaware corporation (?Guarantor?) and FIFTH THIRD BANK, an Ohio banking corporation (?Lender?). WITNESSETH: WHEREAS, Lender extended credit and financial accommodations to CSI ACQUISITION SUB ONE, LLC, a Delaware limited liability company (?B

Submission of Matters to a Vote of Security Holders

8-K 1 v4406468k.htm FORM 8-K ‘ 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): May 20, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commissio

JetPay® Corporation Announces First Quarter Financial Results with a 7.4% Increase in Revenues, Including a 14.6% Increase in the HR and Payroll Segment Revenues

Exhibit 99.1 JetPay? Corporation Announces First Quarter Financial Results with a 7.4% Increase in Revenues, Including a 14.6% Increase in the HR and Payroll Segment Revenues Berwyn, PA ? May 13, 2016 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the first quarter of 2016. Financial Highlights ? Revenues increased 7.4%, or $799,000 to $11.6 mill

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (

Employment Agreement, dated as of May 5, 2016, by and between JetPay Corporation and Diane (Vogt) Faro (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2016).

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (?Agreement?), dated as of May 5, 2016, by and between Corporation, a Delaware corporation (the ?Company?), and Diane (Vogt) Faro (the ?Executive?). WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept employment with the Company, on the terms described in this Agreement. NOW, THEREFORE, in consideration of

JetPay Announces Diane (Vogt) Faro As Chief Executive Officer

EX-99.1 3 v439161ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay Announces Diane (Vogt) Faro As Chief Executive Officer Berwyn, PA—May 6, 2016 – JetPay Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”), a leading provider of debit and credit card processing for merchants, payroll and human capital management, and prepaid card services, announced today that Diane (Vogt) Faro, a current member of

JetPay FORM 8-K (Current Report/Significant Event)

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): May 5, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Number)

JetPay Announces Diane (Vogt) Faro As Chief Executive Officer

Exhibit 99.1 JetPay Announces Diane (Vogt) Faro As Chief Executive Officer Berwyn, PA?May 6, 2016 ? JetPay Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?), a leading provider of debit and credit card processing for merchants, payroll and human capital management, and prepaid card services, announced today that Diane (Vogt) Faro, a current member of the Company?s Board of Directors (?Board

EMPLOYMENT AGREEMENT

EX-10.1 2 v439161ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (“Agreement”), dated as of May 5, 2016, by and between Corporation, a Delaware corporation (the “Company”), and Diane (Vogt) Faro (the “Executive”). WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept employment with the Company, on the terms described in this Agree

JetPay FORM 8-K

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): May 5, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Number)

JetPay DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 11, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Jonathan Lubert (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2016).

Exhibit 10.2 April 8, 2016 Mr. Jon Lubert JL Squared Group, LLC 2929 Arch Street, 13th Floor Philadelphia, PA 19104 Re: Consent to Amendment of Promissory Note Dear Jon, Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Jonathan Lubert (the ?Note?), dated January 15, 2016. Capitalized terms used herein but not defined herein shal

Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2016).

Exhibit 10.3 April 8, 2016 Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Attn: Donald J. Edwards and Steven M. Michienzi Re: Consent to Amendment of Promissory Note Messrs. Edwards and Michienzi: Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Flexpoint Fund II, L.P. (?Flex

Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Bipin C. Shah (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2016).

EX-10.1 2 v436785ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 April 8, 2016 Mr. Bipin C. Shah JetPay Corporation 1175 Lancaster Avenue, Suite 200 Berwyn, PA 19312 Re: Consent to Amendment of Promissory Note Dear Bipin, Reference is hereby made to that certain Promissory Note of JetPay Corporation (the “Company”) payable to the order of Bipin C. Shah (the “Note”), dated January 15, 2016. Capitalized terms

[Signatures on following page]

Exhibit 10.3 April 8, 2016 Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Attn: Donald J. Edwards and Steven M. Michienzi Re: Consent to Amendment of Promissory Note Messrs. Edwards and Michienzi: Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Flexpoint Fund II, L.P. (?Flex

[Signatures on following page]

Exhibit 10.2 April 8, 2016 Mr. Jon Lubert JL Squared Group, LLC 2929 Arch Street, 13th Floor Philadelphia, PA 19104 Re: Consent to Amendment of Promissory Note Dear Jon, Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Jonathan Lubert (the ?Note?), dated January 15, 2016. Capitalized terms used herein but not defined herein shal

[Signatures on following page]

Exhibit 10.1 April 8, 2016 Mr. Bipin C. Shah JetPay Corporation 1175 Lancaster Avenue, Suite 200 Berwyn, PA 19312 Re: Consent to Amendment of Promissory Note Dear Bipin, Reference is hereby made to that certain Promissory Note of JetPay Corporation (the ?Company?) payable to the order of Bipin C. Shah (the ?Note?), dated January 15, 2016. Capitalized terms used herein but not defined herein shall

JetPay FORM 8-K

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): April 11, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Numb

JetPay PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JetPay® Corporation Announces Fourth Quarter and Year Ended December 31, 2015 Financial Results with 29.5% Increase in Annual Revenues, Including a 45.1% Increase in the Payment Processing Segment

Exhibit 99.1 JetPay? Corporation Announces Fourth Quarter and Year Ended December 31, 2015 Financial Results with 29.5% Increase in Annual Revenues, Including a 45.1% Increase in the Payment Processing Segment Berwyn, PA ? March 24, 2016 ? JetPay? Corporation (?JetPay?, the ?Company? or ?we?) (NASDAQ: JTPY) announced financial results for the fourth quarter and year ended December 31, 2015. Financ

JETPAY CORPORATION

Exhibit 21.1 JETPAY CORPORATION NAMES AND JURISDICTIONS OF SUBSIDIARIES AS OF DECEMBER 31, 2015 Subsidiary Name Jurisdiction JetPay LLC Texas JetPay ISO Services, LLC Texas JetPay Merchant Services, LLC Texas AD Computer Corporation Pennsylvania Payroll Tax Filing Services, Inc. Pennsylvania ACI Merchant Systems, LLC Pennsylvania

EMPLOYMENT AGREEMENT

Exhibit 10.38 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 7, 2014 (the “Effective Date”), is made by and between ACI Merchant Systems, LLC (the “Employer”) and Michael Collester (“Executive”). RECITALS WHEREAS, on the Effective Date, pursuant to a Unit Purchase Agreement by and among the Executive, and Cathy Smith (“Sellers”) the Employer, and JetPay Cor

JETPAY CORPORATION CODE OF CONDUCT AND ETHICS

Exhibit 14.1 JETPAY CORPORATION CODE OF CONDUCT AND ETHICS INTRODUCTION Overview This Code of Conduct and Ethics (the “Code”) sets forth the guiding principles by which we operate our company and conduct our daily business with our stockholders, customers, vendors, clients and with each other. These principles apply to all of the directors, officers and employees of JetPay Corporation (the “Compan

EMPLOYMENT AGREEMENT

Exhibit 10.39 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 7, 2014 (the “Effective Date”), is made by and between ACI Merchant Systems, LLC (the “Employer”) and Cathy Smith (“Executive”). RECITALS WHEREAS, on the Effective Date, pursuant to a Unit Purchase Agreement by and among the Executive, and Michael Collester (“Sellers”) the Employer, and JetPay Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35170 Jetpay Corporation (Exac

JetPay FORM 8-K (Current Report/Significant Event)

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): February 22, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File N

Agreement and Plan of Merger, dated as of February 22, 2016, by and between JetPay Corporation, CSI Acquisition Sub One, LLC, CSI Acquisition Sub Two, LLC, CollectorSolutions, Inc., and the Representative named therein. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2016)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among JETPAY CORPORATION, CSI ACQUISITION SUB ONE, LLC, CSI ACQUISITION SUB TWO, LLC, COLLECTORSOLUTIONS, INC., and THE REPRESENTATIVE NAMED HEREIN Dated as of February 22, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Interpretation 16 ARTICLE II THE MERGER 17 Section 2.1. The Merger 17 S

JetPay® Corporation Announces CollectorSolutions Merger

Exhibit 99.1 JetPay? Corporation Announces CollectorSolutions Merger Berwyn, PA ? February 24, 2016 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?), a leading provider of ecommerce debit and credit card processing, payroll and human capital management, and prepaid card services, today announced the signing of a merger agreement with CollectorSolutions, Inc. (?CSI?), a Pensacola,

JetPay® Corporation Announces CollectorSolutions Merger

Exhibit 99.1 JetPay? Corporation Announces CollectorSolutions Merger Berwyn, PA ? February 24, 2016 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?), a leading provider of ecommerce debit and credit card processing, payroll and human capital management, and prepaid card services, today announced the signing of a merger agreement with CollectorSolutions, Inc. (?CSI?), a Pensacola,

AGREEMENT AND PLAN OF MERGER by and among JETPAY CORPORATION, CSI ACQUISITION SUB ONE, LLC, CSI ACQUISITION SUB TWO, LLC, COLLECTORSOLUTIONS, INC., THE REPRESENTATIVE NAMED HEREIN Dated as of February 22, 2016 TABLE OF CONTENTS

EX-2.1 2 v432610ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among JETPAY CORPORATION, CSI ACQUISITION SUB ONE, LLC, CSI ACQUISITION SUB TWO, LLC, COLLECTORSOLUTIONS, INC., and THE REPRESENTATIVE NAMED HEREIN Dated as of February 22, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Interpretation 16 ARTICLE II THE

JetPay FORM 8-K

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): February 22, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File N

Promissory Note dated January 15, 2016, made by JetPay Corporation in favor of Jonathan Lubert (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2016)

EX-10.2 3 v429466ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS NOTE WAS ORIGINALLY ISSUED ON JANUARY 15, 2016, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. PROMISSORY NOTE January 15, 2016 $500,000.00 JetPay Corporation, a Delaware corporation (the "Company"), hereby promises to pay to the order of Jonathan Lubert (the "Holder"), the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 15, 2016 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Nu

Promissory Note dated January 15, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2016)

Exhibit 10.3 THIS NOTE WAS ORIGINALLY ISSUED ON JANUARY 15, 2016, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. PROMISSORY NOTE January 15, 2016 $1,050,000.00 JetPay Corporation, a Delaware corporation (the "Company"), hereby promises to pay to the order of Flexpoint Fund II, L.P., a Delaware limited partnership (the "Holder"), th

Promissory Note dated January 15, 2016, made by JetPay Corporation in favor of Bipin C. Shah (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2016)

Exhibit 10.1 THIS NOTE WAS ORIGINALLY ISSUED ON JANUARY 15, 2016, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. PROMISSORY NOTE January 15, 2016 $400,000.00 JetPay Corporation, a Delaware corporation (the "Company"), hereby promises to pay to the order of Bipin C. Shah (the "Holder"), the principal amount of $400,000.00, together

Form of Securities Purchase Agreement, by and between the Company and each of Bipin C. Shah, Robert B. Palmer and Jonathan M. Lubert (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2015)

EX-10.1 2 v427912ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT by and among Jetpay Corporation and THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of , 2015 i ARTICLE I PURCHASE OF SECURITIES 1 1.1. Sale and Purchase of Common Stock 1 1.2. Closing 1 1.3. Conditions to the Investor’s Obligations 2 1.4. Conditions to the Company’s Obligations 2 ARTICLE II REPRESENTAT

Form of Securities Purchase Agreement, by and between the Company and each of the non-insider investors (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2015)

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT by and among Jetpay Corporation and THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of , 2015 i ARTICLE I PURCHASE OF SECURITIES 1 1.1. Sale and Purchase of Common Stock 1 1.2. Closing 1 1.3. Conditions to the Investor?s Obligations 2 1.4. Conditions to the Company?s Obligations 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3 2.1.

JetPay FORM 8-K (Current Report/Significant Event)

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): December 22, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

JetPay FORM S-8

As filed with the Securities and Exchange Commission on December 9, 2015. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JETPAY CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1175 Lancaster Avenue Suite 200 Berwyn, PA 19312 90-0632274 (State of Incorporation) (Address of pri

Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive Plan Amendment No. 1

EXHIBIT 4.5 Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive Plan Amendment No. 1 Pursuant to the authority reserved to it under Article XIII of the Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive Plan (the ?Plan?), the Board of Directors of JetPay Corporation (the ?Board?) hereby amends the Plan as set forth herein. Capitalized te

JetPay Corporation Announces Third Quarter Financial Results with 33.3% Increase in Quarterly Revenues, Including a 51.3% Increase in the Payment Processing Segment

EX-99.1 2 v424429ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JetPay Corporation Announces Third Quarter Financial Results with 33.3% Increase in Quarterly Revenues, Including a 51.3% Increase in the Payment Processing Segment Berwyn, PA – November 12, 2015 – JetPay(R) Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the third quarter and nine months ended September

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (E

JetPay Corporation Announces Second Quarter Financial Results with a 36.8% Increase in Quarterly Revenues, including a 58.8% Increase in Payment Processing Revenues

Exhibit 99.1 JetPay Corporation Announces Second Quarter Financial Results with a 36.8% Increase in Quarterly Revenues, including a 58.8% Increase in Payment Processing Revenues Berwyn, PA ? August 12, 2015 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the second quarter and six months ended June 30, 2015. Financial Highlights ? Revenues increas

JetPay FORM 8-K (Current Report/Significant Event)

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 12, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Letter Agreement dated August 6, 2015, by and between JetPay Corporation and Flexpoint Fund II, L.P. (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015 filed with the SEC on August 12, 2015)

Exhibit 10.5 August 6, 2015 VIA FACSIMILE & OVERNIGHT DELIVERY Flexpoint Fund II, L.P. c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Suite 3300 Chicago, IL 60611 Facsimile No.: (312) 327-4525 Attention: Charles E. Glew - Steven M. Michienzi Dear Mssrs. Glew and Michienzi: Reference is hereby made to that certain Securities Purchase Agreement dated as of August 22, 2013 (the "Purchase Agreement")

Disclaimer 2 This information is being presented by JetPay Corporation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities . This presentation shall also not constitute an offer to

Exhibit 99.1 Investor Presentation August 4, 2015 Disclaimer 2 This information is being presented by JetPay Corporation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities . This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securiti

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 4, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JetPay DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 5, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-35170 JetPay Corporation (

JetPay Corporation Announces First Quarter Financial Results with 32.7% Increase in Revenues including a 54% Increase in Payment Processing Segment Revenues

Exhibit 99.1 JetPay Corporation Announces First Quarter Financial Results with 32.7% Increase in Revenues including a 54% Increase in Payment Processing Segment Revenues Berwyn, PA ? May 13, 2015 ? JetPay? Corporation (?JetPay? or the ?Company?) (NASDAQ: ?JTPY?) announced financial results for the first quarter of 2015. Financial Highlights ? Revenues increased 32.7%, or $2.7 million, to $10.84 mi

JetPay FORM 8-K (Current Report/Significant Event)

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): May 13, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

JetPay FORM 8-K (Current Report/Significant Event)

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): May 6, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of incorporation) (Commission File Number)

First Amendment and Joinder Agreement dated May 6, 2015, by and between ADC, PTFS, JetPay Corporation, ACI, JetPay, LLC, and Metro Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2015)

Exhibit 10.1 FIRST AMENDMENT and JOINDER FIRST AMENDMENT AND JOINDER (this ?Amendment?), dated as of May 6, 2015, by and among AD Computer Corporation, a Pennsylvania corporation d/b/a JetPay Payroll Services (?ADC?), Payroll Tax Filing Services, Inc., a Pennsylvania corporation (?Payroll? and together with ADC and each other Person joined from time to time to the Loan Agreement (as defined below)

Unsecured Promissory Note dated May 6, 2015, made by JetPay Corporation in favor of C. Nicholas Antich and Carol A. Antich. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2015)

Exhibit 10.3 PROMISSORY NOTE Principal of $350,000 Dated May 6, 2015 FOR VALUE RECEIVED, JetPay Corporation, a Delaware corporation (?Maker?), promises to pay to C. Nicholas Antich and Carol A. Antich (?Payees?), the principal sum of Three Hundred Fifty Thousand Dollars ($350,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The princi

REVOLVING CREDIT NOTE

Exhibit 10.2 REVOLVING CREDIT NOTE $1,000,000 May 6, 2015 FOR VALUE RECEIVED and intending to be legally bound, the undersigned, A.D. Computer Corporation, a Pennsylvania corporation (?ADC?), Payroll Tax Filing Services, Inc., a Pennsylvania corporation (?Payroll? and together with ADC and each other Person joined as a borrower under the Loan Agreement, each a ?Borrower? and collectively ?Borrower

First Amendment to ACI Loan and Security Agreement dated May 6, 2015, by and between ACI and Metro Bank (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2015)

Exhibit 10.4 FIRST AMENDMENT FIRST AMENDMENT (this ?Amendment?), dated as of May 6, 2015, by and among ACI Merchant Systems, LLC, a Pennsylvania limited liability company (?ACI? and together with each other Person joined from time to time to the Loan Agreement (as defined below) as a borrower, ?Borrowers?), JetPay Corporation, a Delaware corporation (?Parent?), AD Computer Corporation, a Pennsylva

JetPay® Corporation Announces Fourth Quarter and Year Ended December 31, 2014 Financial Results

EXHIBIT 99.1 JetPay® Corporation Announces Fourth Quarter and Year Ended December 31, 2014 Financial Results Berwyn, PA – March 25, 2015 – JetPay® Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the fourth quarter and year ended December 31, 2014. Financial Highlights · Revenues were up 21.0%, or $1.7 million, to $9.8 million for the quarter ended December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35170 Jetpay Corporation (Exact

Form of JetPay Corporation Stock Option Agreement (incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 25, 2015)

Exhibit 10.30 JetPay Corporation Non-Qualified Stock Option Agreement (“Award Agreement”) JetPay Corporation, a Delaware corporation (the “Company”) hereby grants to (the “Optionee”) a stock option (the “Option”) to purchase a total of shares of the Company’s Common Stock, par value $.001 per share (the “Shares”) at the price of per share, pursuant to the Company’s 2013 Stock Incentive Plan, as am

JetPay FORM 8-K (Current Report/Significant Event)

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): March 25, 2015 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

JETPAY CORPORATION

Exhibit 21.1 JETPAY CORPORATION NAMES AND JURISDICTIONS OF SUBSIDIARIES AS OF DECEMBER 31, 2014 Subsidiary Name Jurisdiction JetPay LLC Texas JetPay ISO Services, LLC Texas JetPay Merchant Services, LLC Texas AD Computer Corporation Pennsylvania Payroll Tax Filing Services, Inc. Pennsylvania Enzo Merger Sub, Inc. Delaware ACI Merchant Systems, LLC Pennsylvania

Unaudited Pro Forma Combined Financial Statements of JetPay Corporation.

Exhibit 99.3 Unaudited Pro Forma Combined Financial Statements of JetPay Corporation. On November 7, 2014, JetPay Corporation (“JetPay” or the “Company”) entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with ACI Merchant Systems, LLC (“ACI” or “Borrower”) and Michael Collester and Cathy Smith, pursuant to which the Company acquired all of the outstanding equity interests of A

ACI MERCHANT SYSTEMS, LLC FINANCIAL STATEMENTS DECEMBER 31, 2013 AND DECEMBER 31, 2012 ACI Merchant Systems, LLC Financial Statements December 31, 2013 and December 31, 2012 Table of Contents

Exhibit 99.1 ACI MERCHANT SYSTEMS, LLC FINANCIAL STATEMENTS DECEMBER 31, 2013 AND DECEMBER 31, 2012 ACI Merchant Systems, LLC Financial Statements December 31, 2013 and December 31, 2012 Table of Contents Page Independent Auditor’s Report 1-2 Financial Statements: Balance Sheets 3 Statements of Income and Members’ Equity 4 Statements of Cash Flows 5 Notes to Financial Statements 6-8 Supplementary

Financial Statements and Exhibits

8-K/A 1 v3989348ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2014 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of inc

ACI MERCHANT SYSTEMS, LLC FINANCIAL STATEMENTS JUNE 30, 2014 AND JUNE 30, 2013 ACI Merchant Systems, LLC Financial Statements and Supplementary Information June 30, 2014 and June 30, 2013 Table of Contents

Exhibit 99.2 ACI MERCHANT SYSTEMS, LLC FINANCIAL STATEMENTS JUNE 30, 2014 AND JUNE 30, 2013 ACI Merchant Systems, LLC Financial Statements and Supplementary Information June 30, 2014 and June 30, 2013 Table of Contents Page Independent Accountants' Review Report 1 Financial Statements: Balance Sheets 2 Statements of Income and Members’ Equity 3 Statements of Cash Flows 4 Notes to Financial Stateme

Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities

8-K 1 v3979898-k.htm FORM 8-K 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): December 28, 2014 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or other jurisdiction of inc

Unregistered Sales of Equity Securities

8-K 1 v3949528-k.htm FORM 8-K 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): November 20, 2014 JETPAY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-35170 90-0632274 (State or Other Jurisdiction (Commi

JetPay® Corporation Announces Third Quarter 2014 Financial Results

Exhibit 99.1 JetPay® Corporation Announces Third Quarter 2014 Financial Results Berwyn, PA – November 17, 2014 – JetPay® Corporation (“JetPay” or the “Company”) (NASDAQ: “JTPY”) announced financial results for the third quarter ended September 30, 2014. Key Highlights for the Third Quarter 2014 · Revenues were up 3.7% to $23.63 million for the nine months ended September 30, 2014 as compared to $2