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21 Sep 2026

Fast Finance Pay Corp. files S-1/A for $15 million firm‑commitment offering and Maximcash resale registration

"Ellenoff Grossman & Schole LLP advised Fast Finance Pay Corp. on an amended S‑1 registering a firm‑commitment offering of 3,750,000 shares (est. $4.00/share, $15M) with a 30‑day 562,500‑share over‑allotment and a resale registration for 10,000 shares by Maximcash Solutions LLC. Lucosky Brookman LLP is listed in the filing; StoneX Financial Inc. is the underwriters’ representative."

Ellenoff Grossman & Schole LLP advised issuer Fast Finance Pay Corp. in connection with the registration statement; Lucosky Brookman LLP is listed among the filing counsel in the submitted materials. Fast Finance Pay Corp., a Nevada corporation with principal executive offices at 147 West 35th Street, Suite 1203, New York, NY 10001, filed an amended Form S‑1 registration statement covering two prospectuses: a public offering prospectus for a firm‑commitment underwritten offering and a separate resale prospectus for certain selling stockholders. The public offering contemplates the sale of 3,750,000 shares of common stock, par value $0.0001 per share, at an estimated public offering price of $4.00 per share for gross proceeds of $15,000,000 before underwriting discounts and expenses, with a 30‑day over‑allotment option to purchase up to 562,500 additional shares. The company intends to apply to list its common stock on the NYSE American under the symbol FFPP, and the offering is contingent on that listing being approved. The underwriting is being conducted on a firm‑commitment basis with StoneX Financial Inc. serving as representative of the underwriters. The underwriting agreement provides that the underwriters will purchase the offered shares severally and not jointly and describes customary underwriting terms, including underwriting discounts and commissions equal to 7.0% per share, a non‑accountable expense allowance equal to 1.0% of gross proceeds, reimbursement of certain out‑of‑pocket expenses, Representative Warrants equal to 7% of the shares sold in the offering, a 12‑month tail financing provision, a 12‑month right of first refusal, company standstill commitments, and standard stabilization and passive market making provisions. The resale prospectus covers 10,000 shares of common stock registered for resale by selling stockholder Maximcash Solutions LLC. The filing states that Maximcash beneficially owned 10,000 shares prior to the offering, that those shares are described as "Equity Kicker Shares" issued under agreements with the company, and that the company entered into a Business Term Loan Agreement with Maximcash Solutions LLC on June 20, 2026 and issued 10,000 shares as additional consideration for that loan. The filing identifies Mark Lev and Stephen Cherner as the owners and managing members of Maximcash, each having shared voting and dispositive power over the securities held by Maximcash. The prospectus summary describes the company as a Nevada holding company operating primarily in the European Union through subsidiaries engaged in email, messaging and referral services, with an early‑stage payments business conducted through its OK.pay platform. The filing states that revenue is primarily generated by the OK.de email service and referral commissions, while OK.pay facilitates access to third‑party payment, fiat conversion, cryptocurrency, IBAN banking and debit card services. The description of securities states that, immediately after the offering and assuming sale of all 3,750,000 offered shares, the company expects to have 34,355,258 shares of common stock outstanding, excluding any exercise of the underwriters' over‑allotment option. The company is authorized to issue 1,990,000,000 shares of common stock and 10,000,000 shares of preferred stock. The only preferred stock outstanding is 300,000 shares of Series F Convertible Preferred Stock; the filing also states that 300,000 shares of Series G Convertible Preferred Stock previously issued were converted into common stock by June 30, 2026. Ellenoff Grossman & Schole LLP represented Fast Finance Pay Corp. with a team composed by: Barry I. Grossman; Sarah E. Williams. Lucosky Brookman LLP (listed in the filing materials) with a team composed by: Joseph M. Lucosky; Scott E. Linsky.
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