{"url_path":"/sec/payd/8-k/2026-02-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-05","source_url":"https://www.sec.gov/Archives/edgar/data/1017655/0001437749-26-003218-index.html","accession_number":"0001437749-26-003218","cik":"0001017655","ticker":"PAYD","issuer_name":"PAID INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017655/0001437749-26-003218-index.html","primary_entity_key":"0001017655","primary_entity_name":"PAID INC"},"word_count":203,"has_tables":true,"body_markdown":"**Item 1.01.**\n\n**Entry Into a Material Definitive Agreement**\n\n \n\nEffective January 30, 2026, the Company recently acquired an approximate 80% shareholder interest in Warehowz, Inc., a Virginia corporation. Warehowz, Inc. is in the business of providing on demand warehousing solutions across the United States.  As part of the acquisition, the Company will repay approximately $102,000 in indebtedness on or around February 28, 2026 in shares of restricted common stock of the Company, based on the 30-day prior average, and will pay off an additional $75,000 convertible note within 120 days of closing.\n\n \n\nIn addition, after subtracting certain costs and debts from the payment requirement, the Company will pay those shareholders who transferred shares to the Company two payments based on each shareholder’s percentage ownership of Warehowz, Inc., which payment shall equal 8.5% of net revenue plus 40% of the net income, for each of the 12 months ended December 31, 2026 and 2027. The earnout cash payments will be due on April 15, 2027 and April 15, 2028 respectively. Payments are subject to offset against any indemnity claims and any liabilities related to Warehowz, Inc. that were not expressly assumed.\n\n \n\nIn 2025, Warehowz, Inc. received approximately $428,000 in revenue, and $79,800  in net loss."}