{"url_path":"/sec/ipsi/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1591913/0001213900-26-057675-index.html","accession_number":"0001213900-26-057675","cik":"0001591913","ticker":"IPSI","issuer_name":"Innovative Payment Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1591913/0001213900-26-057675-index.html","primary_entity_key":"0001591913","primary_entity_name":"Innovative Payment Solutions, Inc."},"word_count":576,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\n**Unregistered Sales of Equity Securities** \n\n \n\nOn February 9, 2026, in terms\nof conversion notices received from a convertible note holder, the Company issued 13,000,000 shares of common stock for the conversion\nof $62,000 of convertible debt plus fees of $3,000 at a conversion price of $0.005 realizing a loss on conversion of $94,000.\n\n \n\nBetween February 27, 2026\nand March 19, 2026, the Company entered into Securities Purchase Agreement pursuant to which the Company issued 6 convertible promissory\nnotes and warrants to certain noteholders to 6 accredited investors for total gross proceeds of $285,000. The notes are unsecured, mature\n12 months from issuance date and bear interest at a rate of 8% per annum based on a 360-day trading-year, and are convertible into\nshares of common stock of the Company at a conversion prices ranging from $0.01 to $0.02 per share (as adjusted for stock splits, stock\ncombinations, and similar events). The Notes may be prepaid at any time without penalty. The Note contains customary events of default.\nThe Company is under no obligation to register the shares of Common Stock underlying the Notes for public resale. In terms of the Securities\nPurchase Agreement, the Company issued one three-year warrant and two five-year warrants to purchase an aggregate of 17,250,000\nshares of Common Stock at exercise prices ranging from $0.01 to $0.02 per share (as adjusted for stock splits, stock combinations, and\nsimilar events). The warrants have price protection which allows for the exercise price to decrease for any issuances below the exercise\nprice. The Company is under no obligation to register the shares of Common Stock underlying the Note or the Warrant, for public resale.\n\n \n\n37\n\n \n\n \n\nOn October 1, 2025, the Company\nentered into a securities purchase agreement pursuant to which the Company issued a convertible promissory note for $50,000 and a five\nyear warrant exercisable for 2,500,000 shares of common stock at an exercise price of $0.04 per share. The note is unsecured and matures\non September 30, 2026, bearing interest at 8% per annum based on a 360 day trading-year, and are convertible into shares of common stock\nof the Company at a conversion price of $0.01 (as adjusted for stock splits, stock combinations, and similar events), unless there is\nan event of default, as defined in the agreement, whereby the conversion price will be 75% of the lowest volume weighted average prices\nfor the 30 days prior to conversion. The Notes may be prepaid at any time without penalty. The Note contains customary events of default.\nThe Company is under no obligation to register the shares of Common Stock underlying the Notes for public resale. The warrants are price\nprotected and any subsequent equity transaction at a lower exercise price will reduce the exercise price of the warrant, to that lower\nprice.\n\n \n\nOn October 3, 2025, the Company\nentered into a convertible promissory note agreement for $25,000. The note is unsecured and matures on October 3, 2026, bearing interest\nat 8% per annum based on a 360-day trading-year, and are convertible into shares of common stock of the Company at a conversion price\nof $0.01 (as adjusted for stock splits, stock combinations, and similar events). The Note contains customary events of default. The Company\nis under no obligation to register the shares of Common Stock underlying the Notes for public resale.\n\n \n\n**Use of Proceeds from Public Offering of Common\nStock**\n\n** **\n\nNot applicable."}