Payoneer Global Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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Item 15. Exhibits, Financial Statement Schedules
Financial Statements
See Index to Consolidated Financial Statements in “Financial Statements and Supplementary Data.”
Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instruction or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
Exhibits
The exhibits to this report are listed in the exhibit index below.
Exhibit Index
(b)*Exhibits.*The following exhibits are being followed herewith:
| Exhibit No. | Description of Exhibit | |
| 2.1 | | Agreement and Plan of Reorganization (included as Exhibit 2.1 to FTAC Olympus Acquisition Corp.’s Form 8-K filed with the SEC on February 3, 2021). |
| 2.2 | | Amendment to Agreement and Plan of Reorganization (included as Exhibit 2.1 to FTAC Olympus Acquisition Corp.’s Form 8-K filed with the SEC on February 16, 2021). |
| 2.3 | | Amendment No. 2 to Agreement and Plan of Reorganization (included as Exhibit 2.1 to FTAC Olympus Acquisition Corp.’s Form 8-K filed with the SEC on May 10, 2021). |
| 2.4 | | Amendment No. 3 to Agreement and Plan of Reorganization (included as Exhibit 2.1 to FTAC Olympus Acquisition Corp.’s Form 8-K filed with the SEC on June 23, 2021). |
| 3.1 | | Amended and Restated Certificate of Incorporation of Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on July 1, 2021). |
| 3.2 | | Bylaws for the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on July 1, 2021). |
| 4.1 | | Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Form S-4 filed with the SEC on May 25, 2021). |
| 4.2 | | Specimen Warrant Certificate of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Form S-4 filed with the SEC on May 25, 2021). |
| 4.3 | | Assignment, Assumption and Amendment Agreement, dated as of June 25, 2021, among FTAC Olympus Acquisition Corporation, Payoneer Global, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the SEC on July 1, 2021). |
| 4.4 | | Warrant Agreement, dated August 25, 2020, between Continental Stock Transfer & Trust Company and FTAC Olympus Acquisition Corp. (incorporated by reference to Exhibit 4.1 to FTAC Olympus Acquisition Corp.’s Form 8-K filed on August 28, 2020). |
| 4.5* | | Description of Registered Securities. |
| 10.1 | | Payoneer 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company Form 8-K filed with the SEC on July 1, 2021). |
| 10.2 | | New Payoneer 2021 Omnibus Incentive Plan (included as Exhibit 10.7 to the Form 8-K filed with the SEC on July 1, 2021). |
| 10.3 | | Israeli Sub-Plan to Payoneer Global Inc. 2021 Omnibus Incentive Plan (included as Exhibit 99.2 to the Form S-8 filed with the SEC on September 9, 2021). |
| 10.4 | | Form of Indemnification Agreement (included as Exhibit 10.8 to the Form 8-K filed with the SEC on July 1, 2021). |
| 10.5 | | A&R Registration Rights Agreement (included as Exhibit 10.9 to the Form 8-K filed with the SEC on July 1, 2021). |
| 10.6 | | Receivables Loan and Security Agreement (included as Exhibit 1.1 to the Form 8-K filed with the SEC on November 3, 2021). |
| 10.7 | | Non-Employee Directors Compensation Plan, dated March 1, 2022 (included as Exhibit 10.11 to the Form 10-K filed with the SEC on March 3, 2022). |
| 10.8 | | Employment Agreement with Scott Galit (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed with the SEC on July 1, 2021). |
| 10.9 | | Employment Agreement with Michael Levine (incorporated by reference to Exhibit 10.11 to the Company Form 8-K filed with the SEC on July 1, 2021). |
| 10.10 | | Amendment #1 to Amended and Restated Employment Agreement with Scott Galit (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on May 25, 2022). |
| 10.11 | | Employment Agreement with John Caplan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 25, 2022). |
| 10.12 | | Employment Agreement with Arnon Kraft (incorporated by reference to Exhibit 10.7 to the Company’s Post Effective Registration Statement on Form S-1 filed with the SEC on April 28, 2022). |
| 10.13 | | Employment Agreement with Assaf Ronen (included as Exhibit 10.13 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.14 | | Amendment to Employment Agreement with Assaf Ronen (included as Exhibit 10.14 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.15 | | Employment Agreement with Tsafi Goldman (included as Exhibit 10.15 to the Form 10-K filed with the SEC on February 28, 2023). |
| 10.16 | | Separation Agreement with Michael Levine (attached as Exhibit 10.16 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.17 | | Amendment to Separation Agreement with Michael Levine (attached as Exhibit 10.17 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.18 | | Separation Agreement with Robert Clarkson (attached as Exhibit 10.18 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.19 | | Employment Agreement with Bea Ordonez (included as Exhibit 10.19 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| | | |
| 10.20 | | Amendment #1 to Employment Agreement with John Caplan (included as Exhibit 10.20 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.21 | | Amendment #2 to Amended and Restated Employment Agreement with Scott Galit (included as Exhibit 10.21 to the Company’s Form 10-K filed with the SEC on February 28, 2023). |
| 10.22 | | Separation Agreement with Keren Levy (included as Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on November 8, 2023). |
| 10.23* | | Separation Agreement with Assaf Ronen. |
| 10.24* | | Employment Agreement with Keren Levy. |
| 14.1* | | Code of Conduct and Ethics of the Company, dated June 25, 2021, as amended. |
| 21.1* | | List of Subsidiaries. |
| 23.1* | | Consent of Independent Registered Public Accounting Firm — Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited. |
| 31.1* | | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934. |
| 31.2* | | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934. |
| 32.1* | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | | Policy Relating to Recovery of Erroneously Awarded Compensation. |
| 101.INS* | iXBRL Instance Document | |
| 101.SCH* | | iXBRL Taxonomy Extension Schema Document |
| 101.CAL* | | iXBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | | iXBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | | iXBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | | iXBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101). |
| * | Filed herewith. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.