Form 8-K/A Usio, Inc. For: Jun 10

Form 8-K/A date of report 6-16-26 true 0001088034 0001088034 2026-06-10 2026-06-10

 

FORM 8-K/A

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  June 10, 2026

 

(Exact name of registrant as specified in its charter)

 

 

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

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

 

 

 

 

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

This Amendment No. 1 to the Current Report on Form 8-K (this “8-K Amendment”) amends the Current Report on Form 8-K filed on June 10, 2025 (i) to add Item 3.03, which cross-references Item 5.03, (ii) to revise the description of the amendments to the Bylaws and (iii) to file a revised copy of the Amended and Restated Bylaws as Exhibit 3.1.  

 

 

To the extent required, the information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.

 

 

On June 10, 2026, the Board of Directors of Usio, Inc. (the “Corporation”) amended and restated the Corporation’s Amended and Restated Bylaws (“Bylaws”). Among other things, the amendments contained in the Bylaws provide that the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction, any other state court located within the State of Nevada) shall be the sole and exclusive forum for any actions, suits or proceedings, whether civil, administrative or investigative (i) brought in the name or right of the Corporation or on its behalf, (ii) asserting a claim for breach of any fiduciary duty owed by any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any internal action (as defined in Nevada Revised Statutes 78.046) including any action asserting a claim against the Corporation arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A, the articles of incorporation or the Bylaws, or any agreement as to which the Nevada Revised Statutes confer jurisdiction on the district court of the State of Nevada, (iv) to interpret, apply, enforce or determine the validity of the articles of incorporation or the Bylaws or (v) asserting a claim governed by the internal affairs doctrine.

 

The amendments contained in the Bylaws also provide that, to the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended, or any rule or regulation promulgated thereunder.

 

The amendments contained in the Bylaws also effected certain other administrative, clarifying, and conforming changes, including revising references to the Chief Financial Officer to instead reference the Treasurer, who may be the Chief Financial Officer, Chief Accounting Officer or such other officer serving as the functional equivalent of a Treasurer.

 

The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.

 

 

On June 10, 2026, we held our Annual Meeting of Stockholders. Proxies were solicited pursuant to our definitive proxy statement filed on April 29, 2026, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.

 

The number of shares of our common stock entitled to vote at the annual meeting was 27,621,564. The holders of 19,455,022 shares of common stock were present or represented by valid proxy at the annual meeting, of which 6,570,848 were broker non-votes. Each share of common stock was entitled to one vote with respect to matters submitted to our stockholders at the annual meeting. At the annual meeting, our stockholders voted on the matters set forth below.

 

 

Ernesto R. Beyer and Bradley Rollins were each duly elected as a Class III director. The results of the election were as follows:

 

 

 

Our stockholders voted upon and approved, by non-binding advisory vote, the compensation of our named executive officers for the year ended December 31, 2025, as described in our proxy statement. The votes on this proposal were as follows:

 

 

 

Our stockholders voted upon and approved the ratification of the appointment of Withum Smith+Brown, P.C., to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:

 

 

 

The presentation delivered at our 2026 annual meeting of stockholders is attached as Exhibit 99.1.

 

The information in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

This report (including Exhibit 99.1) contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.