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,~~June 30, 2021

o☐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 001-38623

PAYSIGN, INC.

(Exact name of registrant as specified in its charter)

Nevada	95-4550154
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2615 St. Rose Parkway,

Henderson, Nevada89052

(Address of principal executive offices)

(702)453-2221

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

PAYS

The ~~Nasdaq~~NASDAQ Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx ☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated ~~filer~~ oFiler ☐	Accelerated ~~filer~~ oFiler ☐
Non-accelerated ~~filer~~ xFiler ☒	Smaller reporting company x☒
	Emerging growth company x☒

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 o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ Nox ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~50,786,932~~51,111,932 shares as of ~~May 7,~~August 5, 2021.

PAYSIGN, INC.

FORM 10-Q REPORT

INDEX

PART I. FINANCIAL INFORMATION	1

Item 1. Financial Statements.	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3. Quantitative and Qualitative Disclosures about Market Risk.	19

~~Item 4. Controls and Procedures.~~	19

~~PART II. OTHER INFORMATION.~~	20

Item ~~1. Legal Proceedings.~~4. Controls and Procedures.	20

~~Item 1A. Risk Factors.~~PART II. OTHER INFORMATION.	2021

Item 1. Legal Proceedings.	21

Item 1A. Risk Factors.	21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	2021

Item 6. Exhibits.	2021

SIGNATURES	2122

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PAYSIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2021 (Unaudited)			December 31, 2020 (Audited)			June 30, 2021 (Unaudited)			December 31, 2020 (Audited)
ASSETS
Current assets
Cash	$	6,559,678		$	7,829,453		$	6,615,180		$	7,829,453
Restricted cash		58,773,488			48,100,951			65,755,562			48,100,951
Accounts receivable		635,576			654,859			947,954			654,859
Prepaid expenses and other current assets		1,947,984			1,375,364			1,741,866			1,375,364
Total current assets		67,916,726			57,960,627			75,060,562			57,960,627

Fixed assets, net		1,841,910			1,849,164			1,757,518			1,849,164
Intangible assets, net		3,722,642			3,699,033			3,842,205			3,699,033
Operating lease right-of-use asset		4,218,978			4,324,682			4,113,275			4,324,682

Total assets	$	77,700,256		$	67,833,506		$	84,773,560		$	67,833,506

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	2,311,685		$	2,162,256		$	2,863,837		$	2,162,256
Operating lease, current portion		325,470			320,636			330,376			320,636
Customer card funding		58,773,488			48,100,951			65,755,562			48,100,951
Total current liabilities		61,410,643			50,583,843			68,949,775			50,583,843

Operating lease liability, long term portion		3,930,395			4,013,598			3,845,938			4,013,598

Total liabilities		65,341,038			54,597,441			72,795,713			54,597,441
Commitments and contingencies (Note 8)								–			–
Stockholders' equity
Preferred stock: $0.001 par value; 25,000,000 shares authorized; none issued and outstanding		–			–
Common stock; $0.001 par value; 150,000,000 shares authorized, 50,750,882 and 50,251,607 issued at March 31, 2021 and December 31, 2020, respectively		50,751			50,252
Preferred stock: $0.001 par value; 25,000,000 shares authorized; NaN issued and outstanding								0			0
Common stock; $0.001 par value; 150,000,000 shares authorized, 51,143,382 and 50,251,607 issued at June 30, 2021 and December 31, 2020, respectively								51,143			50,252
Additional paid-in capital		15,135,071			14,388,890			15,685,275			14,388,890
Treasury stock at cost, 303,450 shares		(150,000	)		(150,000	)		(150,000	)		(150,000	)
Retained earnings (accumulated deficit)		(2,676,604	)		(1,053,077	)
Accumulated deficit								(3,608,571	)		(1,053,077	)
Total stockholders' equity		12,359,218			13,236,065			11,977,847			13,236,065

Total liabilities and stockholders' equity	$	77,700,256		$	67,833,506		$	84,773,560		$	67,833,506

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME

(UNAUDITED)


	For the three months ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2021			2020
Revenues
Plasma industry	$	5,383,151		$	7,343,410		$	5,947,313		$	4,572,439		$	11,330,464		$	11,915,849
Pharma industry		882,830			3,020,377			641,037			1,768,565			1,523,867			4,788,942
Other		13,447			212,686			62,940			102,061			76,387			314,747
Total revenues		6,279,428			10,576,473			6,651,290			6,443,065			12,930,718			17,019,538

Cost of revenues		3,447,622			4,855,520			3,498,723			3,138,350			6,946,345			7,993,870

Gross profit		2,831,806			5,720,953			3,152,567			3,304,715			5,984,373			9,025,668

Operating expenses
Selling, general and administrative		3,864,986			3,827,324			3,474,562			3,401,501			7,339,548			7,228,825
Loss on abandonment of assets								0			42,898			0			42,898
Depreciation and amortization		595,848			502,376			614,182			506,477			1,210,030			1,008,853
Total operating expenses		4,460,834			4,329,700			4,088,744			3,950,876			8,549,578			8,280,576

Income (loss) from operations		(1,629,028	)		1,391,253			(936,177	)		(646,161	)		(2,565,205	)		745,092

Other income
Interest income		7,101			62,161
Interest income, net								5,010			3,130			12,111			65,291

Income (loss) before income tax provision (benefit)		(1,621,927	)		1,453,414			(931,167	)		(643,031	)		(2,553,094	)		810,383
Income tax provision (benefit)		1,600			(87,551	)		800			(423,797	)		2,400			(511,348	)

Net income (loss)	$	(1,623,527	)	$	1,540,965		$	(931,967	)	$	(219,234	)	$	(2,555,494	)	$	1,321,731

Net income (loss) per share
Basic	$	(0.03	)	$	0.03		$	(0.02	)	$	0.00		$	(0.05	)	$	0.03
Diluted	$	(0.03	)	$	0.03		$	(0.02	)	$	0.00		$	(0.05	)	$	0.02

Weighted average common shares
Basic		50,351,971			48,713,163			50,748,437			49,015,686			50,551,299			48,864,424
Diluted		50,351,971			54,688,066			50,748,437			49,015,686			50,551,299			54,542,458

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~ EQUITY

(UNAUDITED)


	Common Stock				Additional Paid-in			Treasury Stock			Accumulated			Total Stockholders’			Common Stock				Additional Paid-in			Treasury Stock			Accumulated			Non-controlling		Total Stockholders’
	Shares		Amount		Capital			Amount			Deficit			Equity			Shares		Amount		Capital			Amount			Deficit			Interest		Equity
Balance, December 31, 2020		50,251,607	$	50,252	$	14,388,890		$	(150,000	)	$	(1,053,077	)	$	13,236,065			50,251,607	$	50,252	$	14,388,890		$	(150,000	)	$	(1,053,077	)		–	$	13,236,065

Issuance of stock for previously vested stock-based compensation		466,689		467		(467	)		–			–			–			466,689		467		(467	)		–			–			–		–
Exercise of stock options		32,586		32		110,434			–			–			110,466			32,586		32		110,434			–			–			–		110,466
Stock-based compensation		–		–		636,214			–			–			636,214			–		–		636,214			–			–			–		636,214
Net loss		–		–		–			–			(1,623,527	)		(1,623,527	)		–		–		–			–			(1,623,527	)		–		(1,623,527	)

Balance, March 31, 2021		50,750,882	$	50,751	$	15,135,071		$	(150,000	)	$	(2,676,604	)	$	12,359,218			50,750,882		50,751		15,135,071			(150,000	)		(2,676,604	)		–		12,359,218

Issuance of stock for previously vested stock-based compensation																		390,000		390		(390	)		–			–			–		–
Exercise of stock options																		2,500		2		9,673			–			–			–		9,675
Stock-based compensation																		–		–		540,921			–			–					540,921
Net loss																		–		–		–			–			(931,967	)		–		(931,967	)

Balance, June 30, 2021																		51,143,382	$	51,143	$	15,685,275		$	(150,000	)	$	(3,608,571	)		–	$	11,977,847

Stockholders' Equity Attributable to Paysign, Inc.
Additional Treasury Non- Total
Common Stock Paid-in Stock Retained controlling Stockholders’
Shares Amount Capital Amount Earnings Interest Equity
Balance, December 31, 2019 48,577,712 $ 48,578 $ 11,577,539 $ (150,000 ) $ 8,088,485 $ (263,087 ) $ 19,301,515

Issuance of stock for previously vested stock-based compensation 428,558 428 (428 ) – – – –
Exercise of stock options 10,000 10 23,990 – – – 24,000
Stock-based compensation – – 724,183 – – – 724,183
Dissolution of Paysign, Ltd. Subsidiary – – (263,087 ) – – 263,087 –
Net income – – – – 1,540,965 – 1,540,965

Balance, March 31, 2020 49,016,270 $ 49,016 $ 12,062,197 $ (150,000 ) $ 9,629,450 $ – $ 21,590,663

	Stockholders' Equity Attributable to Paysign, Inc.
					Additional			Treasury						Non-
	Common Stock				Paid-in			Stock			Retained			controlling			Total
	Shares		Amount		Capital			Amount			Earnings			Interest			Equity
Balance, December 31, 2019		48,577,712	$	48,578	$	11,577,539		$	(150,000	)	$	8,088,485		$	(263,087	)	$	19,301,515

Issuance of stock for previously vested stock-based compensation		428,558		428		(428	)		–			–			–			–
Exercise of stock options		10,000		10		23,990												24,000
Stock-based compensation		–		–		724,183			–			–			–			724,183
Dissolution of Paysign, Ltd. Subsidiary						(263,087	)								263,087			–
Net income		–		–		–			–			1,540,965						1,540,965
Balance, March 31, 2020		49,016,270		49,016		12,062,197			(150,000	)		9,629,450			–			21,590,663

Issuance of stock for previously vested stock-based compensation		337,437		338		(338	)		–			–			–			–
Repurchase of employee common stock for taxes withheld		–		–		(245,425	)		–			–			–			(245,425	)
Stock-based compensation		–		–		600,775			–			–			–			600,775
Issuance of stock for acquisition of contract assets		20,000		20		177,180												177,200
Net loss		–		–		–			–			(219,234	)		–			(219,234	)
Balance, June 30, 2020		49,373,707	$	49,374	$	12,594,389		$	(150,000	)	$	9,410,216		$	–		$	21,903,979

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended March 31,						Six Months Ended June 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net income (loss)	$	(1,623,527	)	$	1,540,965		$	(2,555,494	)	$	1,321,731
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		595,848			502,376			1,210,030			1,008,853
Stock-based compensation expense		636,214			724,183			1,177,135			1,324,958
Amortization of lease right-of-use asset		177,465			–			353,747			59,889
Loss on abandonment of assets								0			42,898
Deferred income taxes		–			(75,902	)		0			(499,699	)
Changes in operating assets and liabilities:
Accounts receivable		19,283			(19,661	)		(293,095	)		228,352
Prepaid expenses and other current assets		(572,620	)		32,525			(366,502	)		(85,801	)
Accounts payable and accrued liabilities		142,291			475,442			687,305			(259,625	)
Operating lease		(142,992	)		–			(285,984	)		0
Customer card funding		10,672,537			7,569,104			17,654,611			1,122,393
Net cash provided by operating activities		9,904,499			10,749,032			17,581,753			4,263,949

Cash flows from investing activities:
Purchase of fixed assets		(124,696	)		(953,894	)		(173,479	)		(1,054,342	)
Capitalization of internally developed software		(473,996	)		(485,102	)		(1,048,364	)		(949,028	)
Purchase of intangible assets		(13,511	)		(57,127	)		(39,713	)		(57,127	)
Net cash used in investing activities		(612,203	)		(1,496,123	)		(1,261,556	)		(2,060,497	)

Cash flows from financing activities:
Proceeds from exercise of stock options		110,466			24,000			120,141			24,000
Net cash provided by financing activities		110,466			24,000
Repurchase of employee common stock for taxes withheld								0			(245,425	)
Net cash provided by (used in) financing activities								120,141			(221,425	)

Net change in cash and restricted cash		9,402,762			9,276,909			16,440,338			1,982,027
Cash and restricted cash, beginning of period		55,930,404			45,572,305			55,930,404			45,572,305

Cash and restricted cash, end of period	$	65,333,166		$	54,849,214		$	72,370,742		$	47,554,332

Cash and restricted cash reconciliation:
Cash	$	6,559,678		$	9,424,385
Restricted cash		58,773,488			45,424,829
Total cash and restricted cash	$	65,333,166		$	54,849,214

Supplemental cash flow information:
Cash paid for taxes							$	2,400		$	0
Cash paid for interest							$	2,173		$	0
Operating lease right-of-use asset							$	0		$	4,455,271
Issuance of stock for asset acquisition							$	0		$	177,200
Dissolution of noncontrolling interest	$	–		$	263,087		$	0		$	263,087

		June 30, 2021		June 30, 2020
Cash and restricted cash reconciliation:
Cash	$	6,615,180	$	7,633,149
Restricted cash		65,755,562		39,921,183
Total cash and restricted cash	$	72,370,742	$	47,554,332

See accompanying notes to unaudited condensed consolidated financial statements.

PAYSIGN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES

The foregoing unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended December 31, 2020. In the opinion of management, the unaudited interim condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Impact of COVID-19 Pandemic

The outbreak of a novel coronavirus and the incidence of the related disease (COVID-19) starting in late 2019 has continued, spreading throughout the United States and much of the world beginning in the first quarter of 2020. In March 2020, the World Health Organization declared the outbreak as a pandemic. While the disruption is currently expected to be temporary, there is uncertainty around the ~~duration.~~duration given the development of new variants that appear to be spreading. The COVID-19 outbreak and the new stimulus packages signed into law during 2020 and 2021 have had, and will continue to have, an adverse effect on the Company's results of operations. While we remain cautiously optimistic and have seen improvements in our operating results, we are not back to pre-pandemic operating levels. Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and variants and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

About Paysign, ~~Inc.~~Inc.

Paysign, Inc. (the “Company,” “Paysign,” or “we,” formerly known as 3PEA International, Inc.) is a ~~vertically integrated~~ provider of prepaid card ~~products~~programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing ~~services~~designed for ~~corporate, consumer~~businesses, consumers and government ~~applications. Our~~institutions. Founded in 2001 and headquartered in southern Nevada, the company creates customized, innovative payment solutions ~~are utilized by our corporate customers~~for clients across all industries, including pharmaceutical, healthcare, hospitality and retail. By using Paysign solutions, clients enjoy benefits such as ~~a means to increase~~lower administrative costs, streamlined operations, increased revenues, accelerated product adoption, and improved customer, ~~loyalty, increase patient adherence rates, reduce administration costs~~employee and ~~streamline operations. Public sector organizations can utilize our payment solutions to disburse public benefits or for internal payments. The Company markets prepaid card solutions under our Paysign~~^® ~~brand. As we are a payment processor and prepaid card program manager, we derive revenue from all stages of the prepaid card lifecycle.~~partner loyalty.

~~We provide a card processing platform consisting of proprietary systems and software applications based~~Built on the ~~unique needs~~foundation of ~~our programs. We have extended our processing business capabilities through our proprietary Paysign platform. Through the Paysign~~a powerful and reliable payments platform, ~~we provide~~Paysign’s end-to-end technologies securely enable a ~~variety~~wide range of services, including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting and customer ~~service. We~~care. The modern cross-platform architecture is designed to be highly flexible, scalable and customizable, which delivers cost benefits and revenue-building opportunities to clients and partners.

As a full-service program manager, Paysign manages all aspects of the prepaid card lifecycle, from card design and ~~process prepaid programs that run on the platform~~bank approvals, production, packaging, distribution and personalization, to inventory and security controls, renewals, lost and stolen cards and card replacement. The company’s in-house, bilingual customer care is available 24/7/365 through ~~which customers can define the services they wish to offer cardholders.~~live agents, interactive voice response (IVR), and two-way SMS alerts.

For more than 20 years major pharmaceutical and healthcare companies and multinational enterprises have relied on Paysign to provide full-service programs tailored to their unique requirements. The ~~Paysign brand offers~~Company has designed and launched prepaid card ~~solutions or “card products”~~programs for corporate ~~incentive and~~ rewards, ~~including, but not limited to~~employee incentives, consumer rebates, ~~and rewards,~~ donor compensation, clinical trials, healthcare reimbursement payments and ~~pharmaceutical payment~~copay assistance. ~~We have~~

Paysign’s expanded ~~our~~ product offerings tonow include additional corporate incentive products and demand deposit accounts accessible with a debit card. We plan to further expand our product offerings into other prepaid card products such as payroll cards, travel cards, and expense reimbursement cards. Our cards are sponsored by our issuing bank partners.

Our proprietary Paysign platform was built on modern cross-platform architecture and designed to be highly flexible, scalable and customizable. The platform’s flexibility and ease of customization has allowed us to expand our operational capabilities by facilitating our entry into new markets within the prepaid payments space. The Paysign platform delivers cost benefits and revenue building opportunities to our partners.

We manage all aspects of the prepaid card lifecycle, from managing the card design and approval processes with partners and networks, to production, packaging, distribution, and personalization. We oversee inventory and security controls, renewals, lost and stolen card management and replacement. We deploy a fully staffed, in-house customer service department which utilizes bilingual customer service agents, Interactive Voice Response (IVR), and two-way short message service (SMS) messaging and text alerts.

Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of Estimates – The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and (iii) the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Restricted Cash – At ~~March 31,~~June 30, 2021 and December 31, 2020, restricted cash consisted of funds held specifically for our card product programs that are contractually restricted to use. The Company includes changes in restricted cash balances with cash and cash equivalents when reconciling the beginning and ending total amounts in our condensed consolidated statements of cash flows.

Fixed Assets – Fixed assets are stated at cost less accumulated depreciation. Depreciation is principally recorded on the straight-line method over the estimated useful life of the asset, which is generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Leasehold improvements are capitalized and depreciated over the shorter of the remaining lease term or the estimated useful life of the improvements. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Intangible Assets – For intangible assets, we recognize an impairment loss if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

Intangible assets with a finite life is amortized on a straight-line basis over its estimated useful life.

Internally Developed Software Costs - Computer software development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include compensation and related expenses, costs of hardware and software, and costs incurred in developing features and functionality.

For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a 3 to 5 year estimated useful life, beginning in the period in which the software is available for use.

Earnings Per Share – Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period, using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

Revenue and Expense Recognition – In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC Topic 606), guidance on recognizing revenue from contracts with customers. The guidance outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the model is that an entity recognizes revenue to portray the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also expands disclosure requirements regarding revenue recognition. We adopted this guidance as of January 1, 2018 using the modified retrospective transition method. The adoption of the guidance did not have a material impact on our financial condition and results of operations. The standard also requires new, expanded disclosures regarding revenue recognition.

The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contracts with customers; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company generates revenues from Plasma card programs through fees generated from cardholder fees and interchange fees. Revenues from Pharma card programs are generated through card program management fees, interchange fees, and settlement income.

Plasma and Pharma card program revenues include both fixed and variable components. Our cardholder fees represent an obligation to the cardholder based on a per transaction basis and recognized at a point in time when the performance obligation is fulfilled. Card program management fees include an obligation to our card program sponsors and are generally recognized when earned on a monthly basis pursuant to the contract terms which are generally multi-year contracts. Interchange fees are earned when customer-issued cards are processed through card payment networks as the nature of our promise to the customer is that we stand ready to process transactions at the customer’s requests on a daily basis over the contract term. Since the timing and quantity of transactions to be processed by us is not determinable, we view interchange fees to comprise an obligation to stand ready to process as many transactions as the customer requests. Accordingly, the promise to stand ready is accounted for as a single series performance obligation. The company uses the right to invoice practical expedient and recognizes revenue concurrent with the processing of card transactions.

Prior to September 30, 2020, settlement income from Pharma programs was recognized and recorded, after giving consideration to any revenue constraints, ratably throughout the program lifecycle based on the Company’s estimate of the unspent balances to be remaining on the card at program expiration. During 2020, the Company observed substantially different performance indicators, current trends in the industry regarding program management by third parties, and new information available in dollar loads and spending patterns compared to historical experience. As a result, the Company changed its estimate of breakage for recognizing settlement income for Pharma programs resulting in the Company constraining revenue on all Pharma programs in accordance with applicable accounting guidance. Based on the change in facts and circumstances during 2020, the Company now utilizes the remote method of revenue recognition for settlement income whereby the unspent balances will be recognized as revenue at the expiration of the cards and the respective program. The Company records all revenue on a gross basis since it is the primary obligor and establishes the price in the contract arrangement with its customers. The Company is currently under no obligation for refunding any fees, and the Company does not currently have any obligations for disputed claim settlements. Given the nature of the Company’s services and contracts, it has no contract assets.

Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense.

Operating leases – The Company determines if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs. In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) direct the use of the identified asset.

In determining the present value of lease payments at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit in the lease is readily determinable. The liability for operating leases is based on the present value of future lease payments. Operating lease expenses are recorded as rent expense, which is included within selling, general and administrative expenses within the consolidated statements of operations and presented as operating cash outflows within the consolidated statements of cash flows.

Stock-Based Compensation – The Company recognizes compensation expense for all restricted stock and stock option awards. The fair value of restricted stock is measured using the grant date trading price of our stock. The fair value of stock option awards is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

New Accounting Pronouncements – In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2021 and there was no material impact on its condensed consolidated financial statements.

2. FIXED ASSETS, NET

Fixed assets consist of the following:

Schedule of fixed assets
	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Equipment	$	1,981,603	$	1,888,640	$	2,030,385	$	1,888,640
Software		200,282		200,282		200,282		200,282
Furniture and fixtures		757,662		752,212		757,662		752,212
Website costs		67,816		67,816		67,816		67,816
Leasehold improvements		229,772		203,488		229,772		203,488
		3,237,135		3,112,438		3,285,917		3,112,438
Less: accumulated depreciation		1,395,225		1,263,274		1,528,399		1,263,274
Fixed assets, net	$	1,841,910	$	1,849,164	$	1,757,518	$	1,849,164

Depreciation expense for the three months ended ~~March 31,~~June 30, 2021 and 2020 was ~~$131,950~~$133,174 and ~~$92,328,~~$102,933, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $265,125 and $195,261, respectively. During the three months ended June 30, 2020 the Company relocated its corporate headquarters and recognized a $42,898 loss on abandonment of assets primarily related to leasehold improvements.

3. INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

Schedule of intangible assets
	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Platform	$	7,952,415	$	7,478,419	$	8,526,784	$	7,478,419
Customer lists and contracts		1,177,200		1,177,200		1,177,200		1,177,200
Licenses		247,793		234,282		273,995		234,282
Trademarks		38,186		38,186		38,186		38,186
		9,415,594		8,928,087		10,016,165		8,928,087
Less: accumulated amortization		5,692,952		5,229,054		6,173,960		5,229,054
Intangible assets, net	$	3,722,642	$	3,699,033	$	3,842,205	$	3,699,033

Intangible assets are amortized over their useful ~~life~~lives ranging from periods of 3 to 155 years. Amortization expense for the three months ended ~~March 31,~~June 30, 2021 and 2020 was ~~$463,897~~$481,008 and ~~$410,048,~~$403,544, respectively. Amortization expense for the six months ended June 30, 2021 and 2020 was $944,905 and $813,592, respectively.

4. LEASE

The Company entered into an operating lease for an office space which became effective in June ~~2020 when the construction was complete and we were given access to occupy the space.~~2020. The lease term is 10 years from the effective date and allows for two optional extensions of five years each. The two optional extensions are not recognized as part of the right-of-use asset or lease liability since it is not reasonably certain that the Company will extend this lease. As of ~~March 31,~~June 30, 2021, the remaining lease term was ~~9.2~~8.9 years and the discount rate was 6%6%. The lease for our previous office space was accounted for as a short-term lease.

Operating lease cost included in selling, general and administrative expenses was ~~$215,144~~$209,056 and $424,200 for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. Operating lease cost included in selling, general and administrative expenses was $59,889 for both the three and six months ended June 30, 2020. Short-term lease cost included in selling, general and administrative expense was ~~$82,441~~$61,327 and $143,768 for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

The following is the lease maturity analysis of our operating lease as of ~~March 31,~~June 30, 2021:

Twelve months ending ~~March 31,~~June 30,

Schedule of operating lease liabilities
2022	$	571,968		$	571,968
2023		571,968			571,968
2024		571,968			571,968
2025		571,968			577,688
2026		629,165			640,604
Thereafter		2,669,184			2,509,033
Total lease payments		5,586,221			5,443,229
Less: Imputed interest		(1,330,356	)		(1,266,915	)
Present value of future lease payments		4,255,865			4,176,314
Less: current portion of lease liability		(325,470	)		(330,376	)
Long-term portion of lease liability	$	3,930,395		$	3,845,938

5. CUSTOMER CARD FUNDING LIABILITY

The Company issues prepaid cards with various provisions for cardholder fees or expiration. Revenue generated from cardholder transactions and interchange fees are recognized when the Company’s performance obligation is fulfilled. Unspent balances left on Pharma cards are recognized as settlement income at the expiration of the cards and the program. Contract liabilities related to prepaid cards represent funds on card and client funds held to be loaded to card before the amounts are ultimately spent by the cardholders or recognized as revenue by the Company. Contract liabilities related to prepaid cards are reported as Customer card funding liability on the condensed consolidated balance sheet.

The opening and closing balances of the Company's contract liabilities are as follows:

Schedule of contract liabilities
	Three Months Ended March 31,				Six Months Ended June 30,
	2021		2020		2021		2020
Beginning balance	$	48,100,951	$	32,723,227	$	48,100,951	$	32,723,227
Increase (decrease), net		10,672,537		7,569,104		17,654,611		1,122,393
Ending balance	$	58,773,488	$	40,292,331	$	65,755,562	$	33,845,620

The amount of revenue recognized during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 that was included in the opening contract liability for prepaid cards was ~~$1,023,055~~$1,023,055 and ~~$844,514,~~$844,514, respectively.

6. COMMON STOCK

At ~~March 31,~~June 30, 2021, the Company's authorized capital stock was 150,000,000 shares of common stock, par value ~~$0.001~~$0.001 per share, and 25,000,000 shares of preferred stock, par value ~~$0.001~~$0.001 per share. On that date, the Company had ~~50,750,882~~51,143,382 shares of common stock issued and ~~50,447,432~~50,839,932 shares of common stock outstanding, and no0 shares of preferred stock outstanding.

Stock-based compensation expense related to Company grants for the three and six months ended ~~March 31,~~June 30, 2021 was ~~$636,214.~~$540,921 and $1,777,135, respectively. Stock-based compensation expense for the three and six months ended ~~March 31,~~June 30, 2020 was ~~$724,183.~~$600,775 and $1,324,958, respectively.

2021 Transactions: During the three and six months ended ~~March 31,~~June 30, 2021 the Company ~~also~~ issued ~~499,275~~392,500 and 891,775 shares, respectively, of common stock for vested stock awards and the exercise of stock options and received proceeds of ~~$110,466.~~$9,675 and $120,141, respectively.

2020 Transactions: During the three and six months ended ~~March 31,~~June 30, 2020, the Company issued -0- and 500,000 stock options valued at ~~$2.86~~$2.86 per share that will vest over4 four years. The assumptions used in the Black Scholes option-pricing model for the 2020 options was a risk-free interest rate of ~~0.38%~~0.38%, expected volatility of ~~100%~~100%, dividend yield of ~~-0-~~-0- and a weighted-average expected life of 5 years. ~~The~~During the three and six months ended June 30, 2020 the Company also issued ~~438,558~~337,437 and 775,995 shares of common stock, respectively, for vested stock awards and the exercise of stock options and received proceeds of ~~$24,000.~~$24,000. In addition, for the three months ended June 30, 2020, the Company issued 20,000 shares of common stock related to the acquisition of customer lists and contracts.

7. BASIC AND FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE

The following table sets forth the computation of basic and fully diluted net income (loss) per common share for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:

Computation of earnings per share
						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020		2021			2020			2021			2020
Numerator:
Net income (loss)	$	(1,623,527	)	$	1,540,965	$	(931,967	)	$	(219,234	)	$	(2,555,494	)	$	1,321,731
Denominator:
Weighted average common shares:
Denominator for basic calculation		50,351,971			48,713,163		50,748,437			49,015,686			50,551,299			48,864,424
Weighted average effects of potentially diluted common stock:
Stock options (calculated using the treasury method)		–			1,824,903		0			0			0			1,901,813
Unvested restricted stock grants		–			4,150,000		0			0			0			3,776,221
Denominator for fully diluted calculation		50,351,971			54,688,066		50,748,437			49,015,686			50,551,299			54,542,458
Net income (loss) per common share:
Basic	$	(0.03	)	$	0.03	$	(0.02	)	$	0.00		$	(0.05	)	$	0.03
Fully diluted	$	(0.03	)	$	0.03	$	(0.02	)	$	0.00		$	(0.05	)	$	0.02

Due to the net loss for the three and six months ended June 30, 2021, the effect of all potential common share equivalents was anti-dilutive, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding for both periods. For the three and six months ended June 30, 2021, the amount of potential common share equivalents excluded were 1,997,350 for stock options and 1,868,000 for unvested restricted stock awards. Due to the net loss for the three months ended ~~March 31, 2021,~~June 30, 2020, the effect of all potential common share equivalents was anti-dilutive, and therefore, all such shares were excluded from the computation of diluted weighted average shares outstanding for the period. ~~The~~For the three months ended June 30, 2020, the amount of potential common share equivalents excluded were ~~2,241,014~~2,868,800 for stock options and ~~1,975,000~~ 3,428,500 for unvested restricted stock ~~awards for the three months ended March 31, 2021.~~awards.

8. COMMITMENTS AND CONTINGENCIES

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

The Company has been named as a defendant in three complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et. al., filed on March 19, 2020 (“Shi”), Lorna Chase v. Paysign, Inc. et. al., filed on March 25, 2020 (“Chase”), and Smith & Duvall v. Paysign, Inc. et. al., filed on April 2, 2020 (collectively, the “Complaints” or “Securities Class Action”). Smith & Duvall v. Paysign, Inc. et al. was voluntarily dismissed on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff. The Complaints are putative class actions filed on behalf of a class of persons who acquired the Company’s common stock from March 19, 2019 through March 31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding the Company’s internal control over financial reporting and its financial statements. The Complaints seek class action certification, compensatory damages, and attorney’s fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation and appointed the Paysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021, which ~~is expected~~Plaintiffs opposed via an opposition brief filed on April 29, 2021, to ~~be fully briefed by~~which Defendants replied on June 1, 2021. Thus, the motion is now fully briefed. The Court has not set a hearing date on the motion, or informed the parties whether it intends to entertain oral argument or rule upon the papers filed. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages.

The Company has also been named as a nominal defendant in a stockholder derivative action in the United States District Court for the District of Nevada: Andrzej Toczek, derivatively on behalf of Paysign, Inc. v. Mark, R. Newcomer, et. al., filed on September 17, 2020. This action alleges violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste, largely in connection with the failure to correct information technology controls over financial reporting alleged in the Securities Class Action, thereby causing the Company to face exposure in the Securities Class Action. The derivative complaint also alleges insider trading, violations against certain individual defendants. On December 16, 2020, the Court approved a stipulation staying the action until the Court in the consolidated Securities Class Action issues a ruling on the Motion to Dismiss. As of the date of this filing, Paysign cannot give any meaningful estimate of likely outcome or damages.

9. RELATED PARTY

A member of our Board of Directors is also a partner in a law firm that the Company engages for services to review regulatory filings and for various other legal matters. The Company incurred legal expense of ~~$252,836~~$390,172 and $410,884 during the three and six months ended ~~March 31,~~June 30, 2021, respectively, with the related party law firm. During each of the three and six months ended ~~March 31,~~June 30, 2020 the Company incurred legal expense of ~~$18,733~~$96,755 and $115,488, respectively, with the related party law firm.

10. INCOME TAX BENEFIT

The effective tax rate (income tax ~~benefit~~provision (benefit) as a percentage of income (loss) before income tax ~~benefit)~~provision (benefit)) was (0.1%) for the three months ended ~~March 31,~~June 30, 2021, as compared to ~~(6.0%)~~65.9% for the three months ended ~~March 31,~~June 30, 2020. The effective tax rate was (0.1%) and (63.1%) for the six months ended June 30, 2021 and 2020, respectively. The effective tax rates vary, primarily as a result of the full valuation on our deferred tax asset in the current year and the tax benefit related to our stock-based compensation and a pretax loss in the prior year period.

Item 2. Management’s discussion and analysis of financial condition and results of operations.

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward-Looking Statements”). All statements other than statements of historical fact included in this report are Forward-Looking Statements. In the normal course of our business, we, in an effort to help keep our shareholders and the public informed about our operations, may from time-to-time issue certain statements, either in writing or orally, that contain, or may contain, Forward-Looking Statements. Although we believe that the expectations reflected in such Forward-Looking Statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by us, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of our operations are subject to a number of uncertainties, risks and other influences, many of which are outside of our control and any one of which, or a combination of which, could materially affect the results of our operations and whether Forward-Looking Statements made by us ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from our expectations are disclosed in this report, including those factors discussed in “Part II - Item 1A. Risk Factors.” All prior and subsequent written and oral Forward-Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from our expectations as set forth in any Forward-Looking Statement made by or on behalf of us.

Overview

We are a ~~vertically integrated~~ provider of prepaid card ~~products~~programs, comprehensive patient affordability offerings, digital banking services and integrated payment processing ~~services~~designed for ~~corporate, consumer~~businesses, consumers and government ~~applications. Our~~institutions. Founded in 2001 and headquartered in southern Nevada, the company creates customized, innovative payment solutions ~~are utilized by our corporate customers~~for clients across all industries, including pharmaceutical, healthcare, hospitality and retail. By using Paysign solutions, clients enjoy benefits such as ~~a means to increase~~lower administrative costs, streamlined operations, increased revenues, accelerated product adoption, and improved customer, ~~loyalty, increase patient adherence rates, reduce administration costs~~employee and streamline operations. Public sector organizations can utilize our payment solutions to disburse public benefits or for internal payments. We market our prepaid card solutions under our Paysign® brand. As we are a payment processor and prepaid card program manager, we derive our revenue from all stages of the prepaid card lifecycle.partner loyalty.

~~We provide a card processing platform consisting of proprietary systems and software applications based~~Built on the ~~unique needs~~foundation of ~~our clients. We have extended our processing business capabilities through our proprietary Paysign platform. Through the Paysign~~a powerful and reliable payments platform, ~~we provide~~Paysign’s end-to-end technologies securely enable a ~~variety~~wide range of services, including transaction processing, cardholder enrollment, value loading, cardholder account management, reporting and customer ~~service.~~care. The ~~Paysign platform was built on a~~ modern cross-platform architecture ~~and~~is designed to be highly flexible, scalable and customizable. The platform has allowed the Company to significantly expand its operational capabilities by facilitating our entry into new markets within the payments space through its flexibility and ease of customization. The Paysign platformcustomizable, which delivers cost benefits and ~~revenue building~~revenue-building opportunities to ~~our~~clients and partners.

WeAs a full-service program manager, Paysign manages all aspects of the prepaid card lifecycle, from card design and bank approvals, production, packaging, distribution and personalization, to inventory and security controls, renewals, lost and stolen cards and card replacement. The company’s in-house, bilingual customer care is available 24/7/365 through live agents, interactive voice response (IVR), and two-way SMS alerts.

For more than 20 years major pharmaceutical and healthcare companies and multinational enterprises have ~~developed~~relied on Paysign to provide full-service programs tailored to their unique requirements. The Company has designed and launched prepaid card programs for corporate ~~incentive and~~ rewards, ~~including, but not limited to,~~employee incentives, consumer rebates, ~~and rewards,~~ donor compensation, clinical trials, healthcare reimbursement payments and ~~pharmaceutical payment~~copay assistance. ~~We have~~

Paysign’s expanded ~~our~~ product offerings tonow include additional corporate incentive products and demand deposit accounts accessible with a debit card. In the future, we expect to further expand our product offerings into other prepaid card offerings such as payroll cards, travel cards, and expense reimbursement cards. As we do not have our own banking license to issue open-loop prepaid cards for our prepaid card programs, our cards are offered to end users through our relationships with bank issuers.

Our revenues include fees generated from cardholder fees, interchange, card program management fees, and settlement income. Revenue from cardholder fees, interchange and card program management fees is recorded when the performance obligation is fulfilled. Settlement income is recorded at the expiration of the card program.

We have two categories for our prepaid debit cards: (1) corporate and consumer reloadable cards, and (2) non-reloadable cards.

Reloadable Cards: These types of cards are generally classified as payroll or considered general purpose reloadable (“GPR”) cards. Payroll cards are issued by an employer to an employee in order to allow the employee to access payroll amounts that are deposited into an account linked to their card. GPR cards can also be issued to a consumer at a retail location or mailed to a consumer after completing an on-line application. GPR cards can be reloaded multiple times with a consumer’s payroll, government benefit, a federal or state tax refund or through cash reload networks located at retail locations. Reloadable cards are generally open-loop cards as described below.

Non-Reloadable Cards: These are generally one-time use cards that are only active until the funds initially loaded to the card are spent. These types of cards are generally used as gift or incentive cards. Normally these types of cards are used for purchase of goods or services at retail locations and cannot be used to receive cash.

Both reloadable and non-reloadable cards may be open-loop, closed-loop, or restricted-loop. Open-loop cards can be used to receive cash at ATM locations by PIN; or purchase goods or services by PIN or signature at retail locations virtually anywhere that the network brand (American Express, Discover, MasterCard, Visa, etc.) is accepted. Closed-loop cards can only be used at a specific merchant. Restricted-loop cards can be used at several merchants, or a defined group of merchants, such as all merchants at a specific shopping mall.

The prepaid card market in the U.S. has experienced significant growth in recent years due to consumers and merchants embracing improved technology, greater convenience, more product choices and greater flexibility. Prepaid cards have also proven to be an attractive alternative to traditional bank accounts for certain segments of the population, particularly those without, or who could not qualify for, a checking or savings account.

We manage all aspects of the prepaid card lifecycle, from managing the card design and approval processes with partners and networks, to production, packaging, distribution, and personalization. We also oversee inventory and security controls, renewals, lost and stolen card management and replacement. We provide in-house customer service which includes live bilingual customer care representatives staffed 24/7/365. We also run in-house Interactive Voice Response (IVR) and two-way SMS messaging platforms.

Currently, we are focusing our marketing efforts on corporate incentive and expense prepaid card products in various market verticals including, but not limited to, general corporate expense, healthcare related markets including co-pay assistance, clinical trials and donor compensation, loyalty rewards and incentive cards.

As part of our continuing platform expansion process, we evaluate current and emerging technologies for applicability to our existing and future software platform. To this end, we engage with various hardware and software vendors in evaluation of various infrastructure components. Where appropriate, we use third-party technology components in the development of our software applications and service offerings. Third-party software may be used for highly specialized business functions, which we may not be able to develop internally within time and budget constraints. Our principal target markets for processing services include prepaid card issuers, retail and private-label issuers, small third-party processors, and small and mid-size financial institutions in the United States and Mexico.

We have devoted more extensive resources to sales and marketing activities as we have added essential personnel to our marketing and sales team. We sell our products directly to customers in the U.S. but may work with a small number of resellers and third parties in international markets to identify, sell and support targeted opportunities.

In 2021, we plan to continue to invest additional funds in technology improvements, sales and marketing, customer service, and regulatory compliance. From time to time, we evaluate raising capital to enable us to diversify into new market verticals. If we do not raise new capital, we believe that we will still be able to expand into new markets using internally generated funds.

Results of Operations

Three Months Ended ~~March 31,~~June 30, 2021 and 2020

The following table summarizes our consolidated financial results:

	Three Months Ended March 31, (unaudited)					Variance						Three Months Ended June 30, (unaudited)						Variance
	2021			2020		$			%			2021			2020			$			%
Revenues
Plasma industry	$	5,383,151		$	7,343,410	$	(1,960,259	)		(26.7%	)	$	5,947,313		$	4,572,439		$	1,374,874			30.1%
Pharma industry		882,830			3,020,377		(2,137,547	)		(70.8%	)		641,037			1,768,565			(1,127,528	)		(63.8%	)
Other		13,447			212,686		(199,239	)		(93.7%	)		62,940			102,061			(39,121	)		(38.3%	)
Total revenues		6,279,428			10,576,473		(4,297,045	)		(40.6%	)		6,651,290			6,443,065			208,225			3.2%
Cost of revenues		3,447,622			4,855,520		(1,407,898	)		(29.0%	)		3,498,723			3,138,350			360,373			11.5%
Gross profit		2,831,806			5,720,953		(2,889,147	)		(50.5%	)		3,152,567			3,304,715			(152,148	)		(4.6%	)
Gross margin %		45.1%			54.1%								47.4%			51.3%

Operating expenses
Selling, general and administrative		3,864,986			3,827,324		37,662			1.0%			3,474,562			3,401,501			73,061			2.1%
Loss on abandonment of assets													–			42,898			(42,898	)		N/A
Depreciation and amortization		595,848			502,376		93,472			18.6%			614,182			506,477			107,705			21.3%
Total operating expenses		4,460,834			4,329,700		131,134			3.0%			4,088,744			3,950,876			137,868			3.5%
Income (loss) from operations	$	(1,629,028	)	$	1,391,253	$	(3,020,281	)		N/A
Loss from operations												$	(936,177	)	$	(646,161	)	$	(290,016	)		(44.9%	)

Net income (loss)	$	(1,623,527	)	$	1,540,965	$	(3,164,492	)		N/A
Net loss												$	(931,967	)	$	(219,234	)	$	(712,733	)		325.1%
Net margin %		(25.9%	)		14.6%								(14.0%	)		(3.4%	)

The ~~decrease~~increase in total revenues of ~~$4,297,045~~$208,225 for the three months ended ~~March 31,~~June 30, 2021 compared to the same period in the prior year consisted primarily of a ~~$1,960,259 reduction~~$1,374,874 increase in Plasma revenue and a ~~$2,137,547~~$1,127,528 reduction in Pharma revenue. The ~~decrease~~increase in Plasma revenue was primarily due to ~~a decrease~~an increase in plasma donations, and, consequently, dollars loaded to cards, ~~and~~ cardholder fees, ~~which were significantly impacted by~~and interchange, as COVID-19 ~~related~~restrictions such as donation center closures and mobility ~~restrictions.~~restrictions were relaxed compared to the prior year period. Pharma revenue decreased ~~$2,137,547~~$1,127,528 primarily due to the constraining of revenue on all Pharma programs for settlement income whereby the unspent balances will be recognized as revenue at the expiration of the cards and the respective program. ~~Pharma programs were also negatively impacted by COVID-19 as new pharmaceutical medicines were delayed and individuals limited their exposure to pharmacies and doctor offices.~~

Cost of revenues for the three months ended ~~March 31,~~June 30, 2021 ~~decreased $1,407,898~~increased $360,373 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense. Cost of revenues ~~decreased~~increased primarily due to the ~~decline~~increase in Plasma transactions as many of the Plasma transaction costs are variable in nature which are provided by ~~third-parties~~third parties who charge us based on the number of transactions that occurred during the period.

Gross profit for the three months ended June 30, 2021 decreased $152,148 compared to the same period in the prior year resulting from the reduction in Pharma revenue, offset by an increase in Plasma revenue and the impact of a variable cost structure as described above. The decrease in gross margin resulted from a higher mix of Pharma settlement income recorded in the prior year, offset by an increase in Plasma gross margin.

Gross profit for the three months ended March 31, 2021 decreased $2,889,147 compared to the same period in the prior year resulting from the reduction in Plasma and Pharma revenue, and the associated cost of sales as described above. The decrease in gross margin resulted from the lower revenue conversion rate and an unfavorable cost of revenue rate variance.

Selling, general and administrative expenses (“SG&A”) for the three months ended ~~March 31,~~June 30, 2021 increased ~~$37,662~~$73,061 or ~~1.0%~~2.1% compared to the same period in the prior year and consisted primarily of an increase in compensation and benefits of ~~$175,000 related to severance costs~~$80,500, a decrease in ~~the current year period,~~stock-based compensation of $60,000, an increase in outside professional services for tax, audit and consultants of ~~$100,000, a decrease~~$40,000, an increase in ~~stock-based compensation~~licensing and insurance of ~~$90,000,~~$97,000, a decrease in technologies and telecom of ~~$51,000,~~$40,000, an increase in rent, utilities, and maintenance of ~~$141,000~~$94,000 related to a new office lease entered into in June 2020, ~~a decrease~~an increase in travel of ~~$89,000,~~$68,000, and a decrease in other operating expenses of ~~$146,000.~~$56,700.

Depreciation and amortization expense for the three months ended ~~March 31,~~June 30, 2021 increased ~~$93,472~~$107,705 compared to the same period in the prior year. The increase in depreciation and amortization expense was primarily due to continued capitalization of new software and equipment, continued enhancements to our platform, and new furniture and fixtures and leasehold improvements associated with the new building we moved into in June 2020.

For the three months ended ~~March 31,~~June 30, 2021 we recorded a loss from operations of ~~$1,629,028~~$936,177 representing a net decrease of ~~$3,020,281 in income from operations~~$290,016 compared to the same period last year related to the aforementioned factors.

Other income for the three months ended ~~March 31,~~June 30, 2021 ~~decreased $55,060~~increased $1,880 related to ~~a decrease~~an increase in interest income ~~primarily from lower~~due to higher average outstanding restricted cash bank balances ~~due to a decline~~primarily from the increase in our Plasma ~~business and better program management by third parties on our Pharma programs.~~business.

The effective tax rate was (0.1%) and ~~(6.0%)~~65.9% for the three months ended ~~March 31,~~June 30, 2021 and ~~2020.~~2020, respectively. The effective tax rates vary, primarily as a result of the full valuation on our deferred tax asset in the current year and the tax benefit related to our stock-based compensation and a pretax loss in the prior year period.

The net loss for the three months ended ~~March 31,~~June 30, 2021 was ~~$1,623,527~~$931,967, a $712,733 greater loss compared to the net loss of $219,234 for the three months ended June 30, 2020. The overall change in net loss relates to the aforementioned factors.

Six Months Ended June 30, 2021 and 2020

The following table summarizes our consolidated financial results:

	Six Months Ended June 30, (unaudited)					Variance
	2021			2020		$			%
Revenues
Plasma industry	$	11,330,464		$	11,915,849	$	(585,385	)		(4.9%	)
Pharma industry		1,523,867			4,788,942		(3,265,075	)		(68.2%	)
Other		76,387			314,747		(238,360	)		(75.7%	)
Total revenues		12,930,718			17,019,538		(4,088,820	)		(24.0%	)
Cost of revenues		6,946,345			7,993,870		(1,047,525	)		(13.1%	)
Gross profit		5,984,373			9,025,668		(3,041,295	)		(33.7%	)
Gross margin %		46.3%			53.0%

Operating expenses
Selling, general and administrative		7,339,548			7,228,825		110,723			1.5%
Loss on abandonment of assets		–			42,898		(42,898	)		N/A
Depreciation and amortization		1,210,030			1,008,853		201,177			19.9%
Total operating expenses		8,549,578			8,280,576		269,002			3.2%
Income (loss) from operations	$	(2,565,205	)	$	745,092	$	(3,310,297	)		N/A

Net income (loss)	$	(2,555,494	)	$	1,321,731	$	(712,733	)		N/A
Net margin %		(19.8%	)		7.8%

The decrease in total revenues of $4,088,820 for the six months ended June 30, 2021 compared to the same period in the prior year consisted primarily of a $585,385 reduction in Plasma revenue and a $3,265,075 reduction in Pharma revenue. The decrease in Plasma revenue was primarily due to a decrease in plasma donations, and, consequently, dollars loaded to cards and cardholder fees, which were significantly impacted by COVID-19 related donation center closures and mobility restrictions during the first quarter of 2021 compared to the same period in the prior year. Pharma revenue decreased $3,265,075 primarily due to the constraining of revenue on all Pharma programs for settlement income whereby the unspent balances will be recognized as revenue at the expiration of the cards and the respective program. In addition, Pharma programs were also negatively impacted by COVID-19 as new pharmaceutical medicines were delayed and individuals limited their exposure to pharmacies and doctor offices.

Cost of revenues for the six months ended June 30, 2021 decreased $1,047,525 compared to the same period in the prior year. Cost of revenues is comprised of transaction processing fees, data connectivity and data center expenses, network fees, bank fees, card production and postage costs, customer service, program management, application integration setup, and sales and commission expense. Cost of revenues decreased primarily due to the decline in Plasma transactions during the first quarter of 2021 compared to the same period in the prior year as many of the Plasma transaction costs are variable in nature which are provided by third-parties who charge us based on the number of transactions that occurred during the period.

Gross profit for the six months ended June 30, 2021 decreased $3,041,295 compared to the same period in the prior year resulting from the reduction in Plasma and Pharma revenue, and the associated cost of sales as described above. The decrease in gross margin resulted from the lower revenue conversion rate and an unfavorable cost of revenue rate variance resulting from the portion of our cost of revenues that are fixed in nature.

SG&A for the six months ended June 30, 2021 increased $110,723 or 1.5% compared to the same period in the prior year and consisted primarily of an increase in compensation and benefits of $255,000, a decrease in stock-based compensation of $148,000, an increase in professional services for tax, audit and consultants of $139,000, an increase in licensing and insurance of $97,000, a decrease in technologies and telecom of $91,000, an increase in rent, utilities, and maintenance of $235,000 related to a new office lease entered into in June 2020, a decrease in travel of $21,500, and a decrease in other operating expenses of $203,000.

Depreciation and amortization expense for the six months ended June 30, 2021 increased $201,177 compared to the same period in the prior year. The increase in depreciation and amortization expense was primarily due to continued capitalization of new software and equipment, continued enhancements to our platform, and new furniture and fixtures and leasehold improvements associated with the new building we moved into in June 2020.

For the six months ended June 30, 2021 we recorded a loss from operations of $2,565,205 representing a net decrease of $3,310,297 compared to the same period last year related to the aforementioned factors.

Other income for the six months ended June 30, 2021 decreased $53,180 related to a decrease in interest income primarily from lower average outstanding restricted cash bank balances due to a decline in our Plasma business and better program management by third parties on our Pharma programs.

The effective tax rate was (0.1%) and (63.1%) for the six months ended June 30, 2021 and 2020, respectively. The effective tax rates vary, primarily as a result of the full valuation on our deferred tax asset in the current year and the tax benefit related to our stock-based compensation and a pretax loss in the prior year period.

The net loss for the six months ended June 30, 2021 was $2,555,494 compared to net income of ~~$1,540,965~~$1,321,731 for the ~~three~~six months ended ~~March 31,~~June 30, 2020, a ~~$3,164,492~~$3,877,225 decrease. The overall change in net income (loss) relates to the aforementioned factors.

Key Performance Indicators and Non-GAAP Measures

Management reviews a number of metrics to help us monitor the performance of and identify trends affecting our business. We believe the following measures are the primary indicators of our quarterly and annual revenues:

Gross Dollar Volume Loaded on Cards – Represents the total dollar volume of funds loaded to all of our prepaid card programs. Our gross dollar volume loaded on cards was ~~$277~~$246 million and ~~$326~~$183 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively. That gross dollar volume was $523 million and $509 million for the six months ended June 30, 2021 and 2020, respectively. We use this metric to analyze the total amount of money moving into our prepaid card programs.

Conversion Rates on Gross Dollar Volume Loaded on Cards – Comprised of revenues, gross profit and net income conversion rates of gross dollar volume loaded on cards which are calculated by taking our total revenues, gross profit or net income (loss), respectively, as a numerator and dividing by the gross dollar volume loaded on cards as a denominator. As we derive a number of our financial results from cardholder fees, we utilize these metrics as an indication of the amount of money that is added to cards and will eventually be converted to revenues, gross profit and net income. Our total revenue conversion rates for the three months ended ~~March 31,~~June 30, 2021 and 2020 were ~~2.27%~~2.70% or ~~227~~270 basis points (“bps”), and ~~3.24%~~3.52% or ~~324~~352 bps, respectively, of gross dollar volume loaded on cards. Our total gross profit conversion rates for the three months ended ~~March 31,~~June 30, 2021 and 2020 were ~~1.02%~~1.28% or ~~102~~128 bps, and ~~1.75%~~1.81% or ~~175~~181 bps, respectively, of gross dollar volume loaded on cards. Our net income conversion rates for the three months ended ~~March 31,~~June 30, 2021 and 2020 were ~~(0.59)~~(0.38)% or ~~(59)~~(38) bps, and ~~0.47%~~(0.12)% or 47(12) bps, respectively, of gross dollar volume loaded on cards. Our total revenue conversion rates for the six months ended June 30, 2021 and 2020 were 2.47% or 247 bps, and 3.34% or 334 bps, respectively, of gross dollar volume loaded on cards. Our total gross profit conversion rates for the six months ended June 30, 2021 and 2020 were 1.14% or 114 bps, and 1.77% or 177 bps, respectively, of gross dollar volume loaded on cards. Our net income conversion rates for the six months ended June 30, 2021 and 2020 were (0.49)% or (49) bps, and 0.26% or 26 bps, respectively, of gross dollar volume loaded on cards.

Management also reviews key performance indicators, such as revenues, gross profit, operational expenses as a percent of revenues, and cardholder participation. In addition, we consider certain non-GAAP (or "adjusted") measures to be useful to management and investors evaluating our operating performance for the periods presented, and provide a financial tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment and investment in new card programs. These adjusted metrics are consistent with how management views our business and are used to make financial, operating and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenue, operating income, net income (loss), earnings (loss) per share (basic and diluted) or net cash from operating activities as determined in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, to be key performance indicators:

“EBITDA” is defined as earnings before interest, income taxes, and depreciation and amortization expense and "Adjusted EBITDA" reflects the adjustment to EBITDA to exclude stock-based compensation ~~expense.~~expense and loss on abandonment of assets. A reconciliation of net income (loss) to Adjusted EBITDA is provided in the table below.

	Three Months Ended March 31, (unaudited)						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2021			2020
Reconciliation of adjusted EBITDA to net income:
Net income (loss)	$	(1,623,527	)	$	1,540,965		$	(931,967	)	$	(219,234	)	$	(2,555,494	)	$	1,321,731
Income tax provision (benefit)		1,600			(87,551	)		800			(423,797	)		2,400			(511,348	)
Interest income		(7,101	)		(62,161	)		(5,010	)		(3,130	)		(12,111	)		(65,291	)
Depreciation and amortization		595,848			502,376			614,182			506,477			1,210,030			1,008,853
EBITDA		(1,033,180	)		1,893,629			(321,995	)		(139,684	)		(1,355,175	)		1,753,945
Loss on abandonment of assets								–			42,898			–			42,898
Stock-based compensation		636,214			724,183			540,921			600,775			1,177,135			1,324,958
Adjusted EBITDA	$	(396,966	)	$	2,617,812		$	218,926		$	503,989		$	(178,040	)	$	3,121,801

Liquidity and Capital Resources

The following table sets forth the major sources and uses of cash:

	Three months ended March 31, (unaudited)						Six Months Ended June 30, (unaudited)
	2021			2020			2021			2020
Net cash provided by operating activities	$	9,904,498		$	10,749,032		$	17,581,753		$	4,263,949
Net cash used in investing activities		(612,202	)		(1,496,123	)		(1,261,556	)		(2,060,497	)
Net cash provided by financing activities		110,466			24,000
Net cash provided by (used in) financing activities								120,141			(221,425	)
Net increase in cash and restricted cash	$	9,402,762		$	9,276,909		$	16,440,338		$	1,982,027

Comparison of ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020

During the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, we financed our operations through internally generated funds.

Cash provided by operating activities ~~decreased $844,534~~increased $13,317,804 for the ~~three~~six months ended ~~March 31,~~June 30, 2021, as compared to the same period in the prior year. The ~~decrease~~increase is primarily due to ~~the decrease in net income (loss) partially offset by a net~~an increase in cash flows from changes in operating assets and liabilities, particularly the customer card funding liability, offset by ~~decreases related to prepaid expenses, accounts payable and accrued liabilities.~~the decrease in net income (loss). The increase in the cash provided by the customer card funding liability is mainly due to the increase in customer card funding restricted cash during the period. The cash flow related to the increase in prepaid expenses is due to prepaid insurance premiums in March of 2021 and the cash flow related to an increase in accounts payable and accrued liabilities in March of 2020 is due to the timing of expenditures related to our office relocation.

Cash used in investing activities decreased ~~$883,921~~$798,941 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the ~~same period in 2020, with the difference~~six months ended June 30, 2020. The change between periods was primarily attributed to a decrease in purchases of fixed assets during the current period. Fixed asset purchases in the prior year period were related to our office relocation.

Cash provided by financing activities ~~increased $86,466~~was $120,141 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to cash used in financing activities of $221,425 the ~~three~~six months ended ~~March~~June 30, 2020. ~~The change between periods consists of an increase~~Cash provided by financing activities in the 2021 period consisted of cash received from ~~exercises~~the exercise of employee stock options totaling $120,141. Cash used in financing activities for the 2020 period related to $245,425 for the repurchase of stock ~~options.~~for taxes withheld offset by cash received from the exercise of stock options totaling $24,000.

Sources of Liquidity

We believe that our available cash on hand, excluding restricted cash, at ~~March 31,~~June 30, 2021 of ~~$6,559,678,~~$6,615,180, along with our forecast for revenues and cash flows for the remainder of the year and for 2022, will be sufficient to sustain our operations for the next twelve months.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Because we are a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

Disclosure controls and procedures means controls and other procedures that are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of ~~March 31,~~June 30, 2021. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2021, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~March 31,~~June 30, 2021, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1920

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company has been named as a defendant in three complaints filed in the United States District Court for the District of Nevada: Yilan Shi v. Paysign, Inc. et. al., filed on March 19, 2020 (“Shi”), Lorna Chase v. Paysign, Inc. et. al., filed on March 25, 2020 (“Chase”), and Smith & Duvall v. Paysign, Inc. et. al., filed on April 2, 2020 (collectively, the “Complaints” or “Securities Class Action”). Smith & Duvall v. Paysign, Inc. et. al. was voluntarily dismissed on May 21, 2020. On May 18, 2020, the Shi plaintiffs and another entity called the Paysign Investor Group each filed a motion to consolidate the remaining Shi and Chase actions and to be appointed lead plaintiff. The Complaints are putative class actions filed on behalf of a class of persons who acquired the Company’s common stock from March 19, 2019 through March 31, 2020, inclusive. The Complaints generally allege that the Company, Mark R. Newcomer, and Mark Attinger violated Section 10(b) of the Exchange Act, and that Messrs. Newcomer and Attinger violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding the Company’s internal control over financial reporting and its financial statements. The Complaints seek class action certification, compensatory damages, and attorney’s fees and costs. On December 2, 2020, the Court consolidated Shi and Chase as In re Paysign, Inc. Securities Litigation and appointed the Paysign Investor Group as lead plaintiff. On January 12, 2021, Plaintiffs filed an Amended Complaint in the consolidated action. Defendants filed a Motion to Dismiss the Amended Complaint on March 15, 2021, which ~~is expected~~Plaintiffs opposed via an opposition brief filed on April 29, 2021, to ~~be fully briefed by~~which Defendants replied on June 1, 2021. Thus, the motion is now fully briefed. The Court has not set a hearing date on the motion, or informed the parties whether it intends to entertain oral argument or rule upon the papers filed.

Item 1A. Risk Factors.

There have been no material changes with respect to the risk factors disclosed in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended ~~March 31,~~June 30, 2021, we issued, pursuant to an exemption from registration provided by Section ~~4(2)~~4(a)(2) of the Securities Act of 1933, a total of ~~466,689~~390,000 shares of common stock for restricted stock shares previously earned and vested as well as ~~32,586~~2,500 shares of common stock for stock options exercised.

Item 6. Exhibits.

31.1	Rule 13a-14(a)/15d-14(a) Certifications
31.2	Rule 13a-14(a)/15d-14(a) Certifications
32.1	Section 1350 Certifications
32.2	Section 1350 Certifications
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.LAB~~101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
~~101.DEF~~104	~~XBRL Definition Linkbase Document~~Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

2021

SIGNATURES

~~SIGNATURES~~

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 thereunto duly authorized.


	PAYSIGN, INC.


Date: ~~May 12,~~August 11, 2021	/s/ Mark Newcomer
	By: Mark Newcomer, Chief Executive Officer (principal executive officer)


Date: ~~May 12,~~August 11, 2021	/s/ Jeff Baker
	By: Jeff Baker, Chief Financial Officer (principal financial and accounting officer)

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