Item 2.01. Completion of Acquisition or Disposition of Assets





Stock Purchase Agreement

Effective December 31, 2019, Innovative Payment Solutions, Inc., a Delaware corporation (the "Company") sold 100% of the outstanding common stock, par value $.001, of QPAGOS Corporation, a Delaware corporation ("QPAGOS Corp."), to Vivi Holdings, Inc., a Delaware corporation ("Vivi"), together with 99.9% of two (2) Mexican entities: QPagos S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V. (herein, the "Sale"). The Sale was conducted pursuant to a Stock Purchase Agreement (the "Purchase Agreement") between the Company and Vivi, dated August 5, 2019. The Purchase Agreement contains customary representations, warranties and covenants made by Company and Vivi.

As consideration for the Acquisition, and in accordance with the Purchase Agreement, Vivi issued an aggregate of 2,250,000 fully-paid and non-assessable shares of its common stock, par value $.001 (the "Shares") as follows: 2,047,500 Shares to the Company; 56,250 Shares to the Company's designee, Mr. Andrey Novikov; 33,750 Shares to the Company's designee, the Joseph W. & Patricia G. Abrams Family Trust; and 112,500 Shares to the Company's designee, Mr. Gaston Pereira. In addition, in connection with the closing of the Sale, the Company received an unsecured non-interest bearing promissory note from Qpagos Corp. (the "Note") relating to refunds of certain Value Added Tax amounts anticipated to be received for tax years 2015 through 2019 (each, a "VAT Refund") from the Mexican Tax Administration, or the applicable Mexican governmental authority. QPAGOS Corp. has agreed to diligently file the VAT Refund for tax years 2015 through 2019 and to pay the Company forty-six percent (46%) of each VAT Refund received by it, up to $130,000.

The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is subject to, and are qualified in their entirety by reference to the provisions of such Purchase Agreement which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2019 and incorporated herein by reference. The foregoing description of the terms of the Note is qualified in its entirety by reference to the provisions of such Note, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Sold.

(b) Pro Forma Financial Information is filed in this Current Report on Form 8-K


     as Exhibit 99.1

(c) Shell Company Transactions.






Not applicable.



 (d) Exhibits.




Exhibit
Number    Exhibits

10.1        Stock Purchase Agreement, dated as of August 5, 2019, by and among
          Innovative Payments Solutions, Inc. and ViVi Holdings, Inc.
          (Incorporated by reference to the Form 8-K filed with the Securities and
          Exchange Commission on August 8, 2019 (File No. 000-55648)).

10.2        Promissory Note, dated as of December 31, 2019, issued by QPAGOS
          Corporation, to Innovative Payments Solutions, Inc.

99.1        Pro Forma Financial Information




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