UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~October 1119, 2018

JETPAY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35170	90-0632274
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

7450 Tilghman Street, Allentown, PA 18106

(Address of Principal Executive Offices) (Zip Code)

(610) 797-9500

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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. ¨

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement

AsAgreement ~~previously~~and ~~disclosed,~~Plan ~~on March 16, 2018, JetPay Corporation (the “Company”) received a notification letter from the Listing Qualifications Department (the “Staff”)~~ of The Nasdaq Stock Market LLC (“Nasdaq”) that the market value of the Company’s listed securities had fallen below the minimum $35,000,000 required for continued listing as set forth in The Nasdaq Capital Market’s Listing Rule 5550(b)(2) (the “Rule”). The Company was provided 180 calendar days, or until September 12, 2018, to regain compliance with the Rule by trading at a market value of $35,000,000 or greater for ten consecutive trading days. On September 13, 2018, the Company received a notification letter from the Staff that it failed to regain compliance with the Rule.Merger

~~The~~On ~~Staff~~October ~~has~~19, ~~advised~~2018, JetPay Corporation, a Delaware corporation (the “Company”), ~~that~~entered ~~its securities~~into ~~will~~an beAgreement ~~delisted~~and ~~from~~Plan ~~Nasdaq~~of ~~unless~~Merger (the “Merger ~~Company~~Agreement”) ~~timely~~with ~~requests~~NCR Corporation, a ~~hearing~~Maryland ~~before~~corporation ~~the~~(“Parent”), ~~Nasdaq~~and ~~Hearings~~Orwell Acquisition ~~Panel~~Corporation, toa ~~appeal~~Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for the ~~Staff’s~~acquisition ~~determination.~~of ~~The~~the Company ~~intends~~by toParent ~~timely~~in ~~request~~an aall ~~hearing~~cash transaction, ~~which~~pursuant ~~request~~to ~~will~~a ~~stay~~tender ~~any~~offer ~~suspension~~(the ~~or delisting~~“Offer”), ~~action~~followed by ~~the~~a ~~Staff~~subsequent ~~pending~~back-end merger of Merger Sub with and into the ~~ultimate~~Company ~~outcome~~(the of“Merger”), with the ~~hearing~~Company surviving the Merger as a wholly-owned subsidiary of Parent.

~~The~~Pursuant ~~Company~~to ~~intends~~the toMerger Agreement, ~~take~~upon ~~steps~~the terms and subject to ~~regain~~the ~~compliance~~conditions ~~with~~thereof, Merger Sub will commence the ~~Rule;~~Offer ~~however~~for each (i) share of common stock, ~~there~~par ~~can~~value be$0.001 noper ~~assurance~~share (the “Company Common Shares”) at a price per Company Common Share of $5.05 (the “Company Share Offer Price”), (ii) share of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Shares”) at a price per Series A Preferred Share equal to the greater of (A) the Series A Liquidation Value (as defined in the Merger Agreement) of such Series A Preferred Share and (B) the amount of proceeds that the ~~Nasdaq~~holder ~~Hearings~~of ~~Panel~~such ~~will~~Series ~~grant~~A Preferred Share would receive if such Series A Preferred Share was converted into Company Common Shares pursuant to the Series A Certificate of Designation (as defined in the Merger Agreement) and such holder received the Company’s ~~request~~Share Offer Price for ~~continued~~each ~~listing~~Company orCommon Share issued upon such conversion (the “Series A Offer Price”), (iii) each share of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Shares”) at a price per Series A-1 Preferred Share equal to the greater of (A) the Series A-1 Liquidation Value (as defined in the Merger Agreement) of such Series A-1 Preferred Share and (B) the amount of proceeds that the holder of such Series A-1 Preferred Share would receive if such Series A-1 Preferred Share was converted into Company ~~will~~Common beShares ~~able~~pursuant to ~~evidence~~the ~~compliance~~Series ~~with~~A-1 Certificate of Designation (as defined in the ~~Rule~~Merger ~~within~~Agreement) ~~any~~and ~~extension~~such ~~period~~holder received the Company Share Offer Price for each Company Common ~~that~~Share ~~may~~issued beupon ~~granted~~such byconversion (the ~~Nasdaq~~“Series ~~Hearings~~A-1 ~~Panel~~Offer Price”), and (iv) each share of Series A-2 Convertible Preferred Stock, par value $0.001 Ifper share (the “Series A-2 Preferred Shares” and, together with the Series A Preferred Shares and the Series A-1 Preferred Shares, the “Preferred Shares”) at a price per Series A-2 Preferred Share equal to the greater of (A) the Series A-2 Liquidation Value (as defined in the Merger Agreement) of such Series A-2 Preferred Share and (B) the amount of proceeds that the holder of such Series A-2 Preferred Share would receive if such Series A-2 Preferred Share was converted into Company’s ~~common~~Common ~~stock~~Shares ~~ceases~~pursuant to bethe ~~listed~~Series A-2 Certificate of Designation (as defined in the Merger Agreement) and such holder received the Company Share Offer Price for ~~trading~~each onCompany ~~The~~Common ~~Nasdaq~~Share issued upon such conversion (the ~~Capital~~“Series ~~Market~~A-2 Offer Price” and, together with the Company ~~expects~~Share ~~that~~Offer ~~its~~Price, ~~common~~the ~~stock~~Series ~~would~~A beOffer ~~traded~~Price, on the ~~over~~Series A-1 Offer Price and the Series A-~~counter~~2 ~~market~~Offer Price, the “Offer Prices”). Subject to the terms and conditions of the Merger Agreement, the Offer will initially remain open for twenty (20) business days from the date of commencement of the Offer. If at the scheduled expiration time of the Offer any of the conditions to the Offer have not been satisfied or waived, then the Offer may be extended on one or more occasions to permit the satisfaction of all Offer conditions.

~~Item~~At ~~5.02~~the ~~Departure~~effective time of ~~Directors~~the Merger (the “Effective Time”), each Company Common Share or ~~Certain~~Preferred ~~Officers;~~Share ~~Election~~issued ofand ~~Directors;~~outstanding ~~Appointment~~immediately ofprior ~~Certain~~to the ~~Officers;~~Effective ~~Compensatory~~Time ~~Arrangements~~will be cancelled and converted into the right to receive the Company Share Offer Price, the Series A Offer Price, the Series A-1 Offer Price or the Series A-2 Offer Price, as applicable, without interest, other than Company Common Shares held by a holder who has properly exercised appraisal rights with respect to such Company Common Shares in accordance with Section 262 of ~~Certain~~the ~~Officers~~Delaware General Corporation Law (“DGCL”).

~~Departure~~Pursuant to the Merger Agreement, each option (“Company Option”) outstanding immediately prior to the Effective Time that is unvested will become fully vested, and each Company Option that is then outstanding will, automatically and without any action required on the part of ~~Chairman~~the holder thereof, be cancelled in exchange for the right of the ~~Board;~~holder ~~Resignation~~thereof to receive (without interest) an amount in cash equal to the product of ~~Director~~(x) the total number of Company Common Shares underlying the Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Company share Offer Price over the per-share exercise price of such Company Option, less applicable tax withholdings. Pursuant to the Merger Agreement, each warrant to purchase Shares or Preferred Shares (“Warrant”) that remains unexercised and outstanding prior to the Effective Time shall be cancelled and, in full consideration of such cancellation, will be converted into and thereafter evidence the right to receive, without interest, an amount in cash equal to the product of (a) the aggregate number of Company Common Shares or Preferred Shares underlying such Warrant, multiplied by (b) the excess, if any, of the applicable Offer Price over the per Share or Preferred Share exercise price under such Warrant.

OnThe ~~September~~Merger Agreement ~~11,~~and ~~2018,~~the attransactions contemplated by the ~~meeting~~Merger of Agreement were recommended to the Company’s Board of Directors (the “Company Board”) by a special committee of the Company ~~following~~Board ~~the~~consisting ~~Annual~~of ~~Meeting~~members independent of the ~~Stockholders~~owners of the ~~Company held~~Series onA ~~September~~Preferred 11Shares. Following such recommendation, ~~2018~~the Company Board (i) approved and declared that the ~~“Annual~~Merger ~~Meeting”)~~Agreement, the ~~Board~~Merger ~~did~~and the other transactions contemplated by the ~~not~~Merger ~~re-elect~~Agreement ~~Bipin~~are C.fair ~~Shah~~to asand ~~Chairman~~in the best interests of the ~~Board,~~stockholders ~~effective~~of ~~immediately.~~the ~~Following~~Company ~~his~~and ~~election~~the asCompany, a(ii) ~~director~~approved ~~for~~the Merger aAgreement ~~three-year term~~and atthe other transactions contemplated by the ~~Annual~~Merger ~~Meeting~~Agreement, ~~Mr.~~including ~~Shah~~the ~~tendered~~Merger, ~~his~~on ~~resignation~~the terms and subject to the ~~Company~~conditions onset ~~September~~forth ~~14,~~in ~~2018~~the Merger Agreement, ~~effective~~(iii) asdetermined ofto ~~September~~recommend ~~30,~~that the stockholders of the ~~2018.~~Company ~~Mr.~~accept ~~Shah’s~~the ~~resignation~~Offer ~~was~~and ~~not~~tender their shares to Merger Sub pursuant to the ~~result~~Offer ofand a(iv) ~~disagreement~~elected, onto ~~any~~the ~~matter~~extent ~~relating~~permitted by applicable law, to make inapplicable all state takeover laws or similar laws, to the ~~registrant’s~~extent ~~operations~~they might otherwise apply, to ~~policies~~the execution, delivery, performance or ~~practices~~consummation of the Merger Agreement or any other transaction contemplated by the Merger Agreement.

~~Appointment~~The obligation of ~~Chairman~~Merger Sub to purchase the Company Common Shares and Preferred Shares is subject to certain customary conditions, including, among others, (i) that the number of Company Common Shares and Preferred Shares validly tendered and “received” (as defined in Section 251(h)(6) of the ~~Board~~DGCL), and not validly withdrawn, prior to the expiration of the Offer, together with the number of Company Common Shares and Preferred Shares then-owned by Merger Sub or its affiliates equals a majority of the voting power of the issued and outstanding Company Common Shares and Preferred Shares, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the accuracy, subject to various standards, of the Company’s representations and warranties contained in the Merger Agreement, (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and (v) the absence of a data compromise occurring or that is discovered involving more than 7 million cards and causing at least $7 million of direct damages.

OnFollowing ~~September~~the ~~17,~~consummation ~~2018,~~of atthe ~~a special meeting~~Offer ofand ~~the~~subject ~~Board,~~to the ~~Board~~satisfaction ~~elected~~or ~~Laurence~~waiver L.of ~~Stone,~~certain acustomary ~~current~~conditions ~~independent~~set ~~director,~~forth toin ~~serve~~the asMerger ~~Chairman~~Agreement, of the ~~Board.~~Merger ~~Mr.~~will ~~Stone~~be ~~has~~effected ~~served~~pursuant onto the ~~Board~~procedure ~~since~~provided ~~October~~under ~~2016,~~Section ~~when~~251(h) ~~Mr.~~of ~~Stone~~the ~~was~~DGCL, ~~appointed~~without bya ~~the~~meeting ~~holders~~or ofvote ~~shares~~ of the Company’s ~~Series~~ Astockholders. ~~Convertible~~The ~~Preferred~~Merger ~~Stock~~will be effected as promptly as practicable after the conditions to the Merger have been satisfied or waived.

~~Compensatory~~The ~~Arrangements~~Merger Agreement contains representations and warranties customary for transactions of this type. The Company has agreed to various customary covenants and agreements, including, among others, agreements to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time and not to engage in certain kinds of transactions during that period.

OnThe ~~September~~Company ~~14,~~is ~~2018~~subject to ~~(the~~customary “~~Commencement Date~~no-shop”) restrictions on its, ~~the~~its ~~Company~~subsidiaries’ and ~~Diane~~their ~~(Vogt)~~respective ~~Faro~~representatives’ abilities to initiate, ~~the~~solicit ~~chief~~or ~~executive~~encourage ~~officer~~acquisition ofproposals ~~the~~from ~~Company,~~third ~~entered~~parties ~~into~~and anto ~~employment~~provide ~~agreement (the~~information ~~“Agreement”).~~to, ~~The~~or ~~term~~participate ofin ~~the~~discussions or ~~employment~~negotiations ~~agreement~~with, ~~commenced~~third onparties ~~the~~regarding ~~Commencement~~acquisition ~~Date~~proposals. However, the Company and ~~ends~~its onsubsidiaries ~~May~~and 5,their ~~2019,~~respective ~~unless~~representatives ~~earlier~~may ~~terminated~~engage in ~~accordance~~the foregoing activities with ~~its~~any ~~terms~~third orparty ~~extended~~that bymakes an unsolicited written acquisition proposal that the ~~parties~~Company byBoard ~~mutual~~has ~~agreement~~determined in ~~writing~~good ~~(the~~faith, ~~“Term”).~~after consultation with its outside legal counsel and financial advisor, and ~~Ms.~~based ~~Faro~~on ~~has~~information ~~served~~then asavailable, ~~the~~that ~~Company’s~~such ~~Chief~~acquisition ~~Executive~~proposal ~~Officer~~constitutes, ~~since~~or ~~May~~could ~~2016~~reasonably be expected to lead to, or result in, a Superior Proposal (as defined in the Merger Agreement).

The ~~principal~~Merger ~~terms~~Agreement contains certain customary termination rights for the Company and Parent including, among others, the right to terminate in the event that the Merger has not been consummated on or before February 28, 2019. Additionally, the Company has agreed to pay Parent a termination fee of $6,187,500 in cash upon termination of the Merger Agreement ~~are~~under ~~set~~certain ~~forth~~specified ~~below~~circumstances, including in connection with a termination of the Merger Agreement by the Company to enter into a Superior Proposal or a change in the Company Board’s recommendation that the Company’s stockholders accept the Offer.

~~Compensation~~The Merger Agreement has been filed as an exhibit hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. In particular, the representations and warranties and/or covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of the specific dates therein, and were solely for the benefit of the parties to the Merger Agreement. The representations and warranties and/or covenants contained in the Merger Agreement may be subject to limitations agreed upon by the parties to the Merger Agreement and are qualified by information in confidential disclosure schedules provided in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and/or covenants set forth in the Merger Agreement. Moreover, certain representations and warranties and/or covenants contained in the Merger Agreement may be subject to a standard of materiality provided for in the Merger Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties and/or covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The ~~Agreement~~foregoing ~~provides~~description of ~~for~~the Merger Agreement and the ~~following~~transactions contemplated thereby does not purport to be complete and is qualified in its entirety ~~compensation~~by ~~for~~the Msfull text of the Merger Agreement, a copy of which is filed as Exhibit 2.1, ~~Faro~~respectively, hereto and incorporated by reference herein.

·Tender ~~Base~~and ~~Salary.~~Support ~~Ms. Faro shall receive a base salary of $450,000.~~Agreement

·Concurrent ~~Annual~~with ~~Incentive.~~and as Inan ~~addition~~inducement to ~~her~~Parent ~~base~~entering ~~salary~~into the Merger Agreement and incurring the obligations set forth therein, ~~Ms.~~certain ~~Faro~~holders of ~~shall~~Company beCommon ~~eligible~~Shares toand ~~receive~~Preferred anShares ~~annual~~(collectively, ~~bonus~~the ~~payable~~“Covered inHolders”) ~~shares~~entered ofinto Tender and Support Agreements with Parent and Merger Sub (the ~~Company’s~~“Tender ~~common~~and ~~stock~~Support ofAgreements”) upwith respect to, ~~50%~~subject to ofcertain ~~her~~exceptions, ~~base~~all ~~salary~~Company asCommon ofShares and Preferred Shares beneficially owned by such stockholders (collectively, the “Covered ~~end~~Shares”). ofThe parties subject to the ~~calendar~~Tender ~~year~~and Support Agreements have agreed to, ~~which~~subject ~~such~~to ~~bonus~~certain exceptions, ~~relates~~tender, aspursuant ~~determined~~to and in ~~the~~accordance ~~sole~~with ~~discretion~~the terms of the ~~Board~~Offer, ~~based~~the ~~upon~~Company ~~performance~~Common ~~goals~~Shares ~~established~~and bythe Preferred Shares subject to the ~~Board~~Tender and Support Agreements. ~~For~~The ~~calendar~~holders ~~year~~of ~~2017,~~100% ~~Ms.~~of ~~Faro~~the ~~will~~Company’s ~~receive~~issued anand ~~annual~~outstanding ~~bonus~~Series ofA ~~$162,375~~Preferred Shares ~~payable~~have toexecuted ~~Ms.~~Tender ~~Faro~~and ~~within~~Support 30Agreements ~~days~~in support of the ~~Commencement Date~~transactions.

·Each ~~Employee~~Tender ~~Benefits~~ and ~~Perquisites.~~Support Agreement ~~Ms.~~will ~~Faro~~terminate ~~shall~~on bethe ~~eligible~~earliest to ~~participate~~occur inof ~~all~~(i) ~~Company~~the ~~employee~~termination ~~benefit~~of ~~plans,~~the asMerger ~~may~~Agreement befor ~~maintained~~any byreason; (ii) the ~~Company~~Merger becoming ~~from~~effective ~~time~~in toaccordance ~~time,~~with onthe terms and provisions of the ~~same~~Merger ~~terms~~Agreement; as(iii) ~~similarly~~the ~~situated~~acquisition ~~employees~~by Parent or Merger Sub of all the ~~Company.~~Covered ~~During~~Shares of the ~~Term~~Covered Holder, whether pursuant to the ~~Company~~Offer, ~~shall~~the ~~reimburse~~Merger ~~Ms.~~or ~~Faro~~otherwise; ~~for~~(iv) is agreed to in writing by Parent and the ~~reasonable~~Covered ~~costs~~Holder; (v) if the Covered Holder is a trust whose trustee is not a director or officer of the Company, the ~~rental~~determination by such trustee of anthe ~~apartment~~Covered inHolder orfollowing ~~around~~a ~~Dallas~~material development, ~~Texas~~event, upfact, tooccurrence or amaterial ~~maximum~~change in circumstances that first occurs or first arises after the date of $3such Tender and Support Agreement that was not known or reasonably foreseeable by the trustee of the Covered Holder,~~500~~ ~~per~~after ~~month~~consultation with its outside legal counsel, that the failure to terminate the Tender and Support Agreement would violate the ~~reasonable~~trustee’s ~~costs~~fiduciary duties under applicable law; (vi) the Company Board making a Change in Recommendation (as defined in the Merger Agreement); or (vii) if the Offer has expired without acceptance for ~~Ms.~~payment ~~Faro~~of tothe ~~fly~~Covered Shares pursuant to ~~and~~the ~~from~~Offer ~~Dallas~~occurring on or before 5:30 p.m. (Philadelphia, ~~Texas~~Pennsylvania time) on the first business day following such expiration of the Offer.

~~Termination~~A form of the Tender and ~~Severance~~Support Agreement applicable to Company Common Shares and a form of Tender and Support Agreement applicable to Series A Preferred Shares are included as Annex A and Annex B, respectively, of the Merger Agreement, filed herewith, and are incorporated herein by reference. The foregoing descriptions of the form of Tender and Support Agreements are only a summary, does not purport to be complete and are qualified in its entirety by reference to the full text of the form of Tender and Support Agreements.

~~The~~Item ~~Agreement may be terminated at any time by the Company with or without Cause (as defined in the Agreement) or by Ms~~8.01 ~~Faro~~Other ~~with or without Good Reason (as defined in the Agreement), in either case in accordance with the Agreement~~Events.

·On ~~Termination~~October ~~by the Company Other Than For Cause or Death or Disability; Termination by Executive for Good Reason. In the event that Ms. Faro is terminated by the Company other than for Cause~~22, ~~disability or death or Ms. Faro terminates her employment for Good Reason~~2018, ~~then, in addition to~~ the ~~payment~~Company ~~to Ms. Faro of any base salary earned but unpaid through the date of termination~~ and ~~any~~Parent ~~accrued~~issued ~~but~~a ~~unused~~joint ~~vacation~~press ~~time~~release asannouncing of the ~~date~~execution of ~~termination (~~the ~~“Accrued~~Merger ~~Obligations”), the Company shall continue to pay to Ms~~Agreement. ~~Faro~~A ~~her~~copy ~~base salary until the later~~ of ~~(i) May 5, 2019 and (ii) six months following Ms. Faro’s termination date (~~the ~~“Continuation~~press ~~Period”).~~release is ~~The~~attached ~~Company’s~~as ~~obligations~~Exhibit ~~to make payments to Ms~~99.1 ~~Faro during the Continuation Period (other than with respect~~ to ~~the~~this ~~Accrued Obligations) shall be conditioned upon Ms~~report. ~~Faro’s compliance with certain covenants set forth in the Agreement, including but not limited to the execution, delivery and non-revocation of a valid and enforceable general release of claims.~~

·Notice ~~Termination for Cause. In the event that Ms. Faro is terminated by the Company for Cause, the Company shall pay~~ to ~~Ms. Faro any Accrued Obligations.~~Investors

·The ~~Termination~~tender offer for the ~~Other~~outstanding ~~than~~Company ~~Good~~Common ~~Reason.~~Shares ~~Upon~~and ~~Ms.~~Preferred ~~Faro’s~~Shares ~~termination~~has ofnot ~~employment~~yet ~~other~~commenced. ~~than~~This communication is for ~~Good~~informational ~~Reason~~purposes only ~~with~~and 30does ~~days’~~not ~~notice~~constitute an offer to buy or a solicitation of an offer to sell any securities of the Company. The solicitation and offer to buy Company Common Shares and Preferred Shares will only be made pursuant to an Offer to Purchase and related materials. At the time the tender offer is commenced, Merger Sub will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”) and the Company ~~shall~~will ~~pay~~file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to Msthe tender offer. ~~Faro~~Investors ~~any~~are ~~Accrued~~urged ~~Obligations.~~to Inread ~~addition~~these materials when they become available, as well as any other relevant documents filed with the ~~Company~~SEC ~~may~~when they become available, atcarefully ~~its~~and ~~sole~~in ~~discretion~~their entirety because they will contain important information, ~~pay~~including tothe Msterms and conditions of the tender offer. ~~Faro~~Investors ~~her~~may ~~regular~~obtain ~~pay~~a free copy of the Solicitation/Recommendation Statement and ~~benefits~~other ~~through~~documents (when available) that the ~~end~~Company files with the SEC at the SEC’s website at www.sec.gov, or free of charge from the ~~notice~~Company ~~period~~at www.jetpay.com.

·Cautionary ~~Termination~~Note ofRegarding ~~Employment~~Forward-Looking ~~by the Company for Disability or Death. Upon Ms. Faro’s termination with the Company for disability or death as described in the Agreement, the Company shall pay to Ms. Faro any Accrued Obligations.~~Statements

~~Restrictive~~This ~~Covenants~~Current Report on Form 8-K includes “forward-looking statements.” You can sometimes identify forward looking-statements by our use of the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “forecast,” “guidance” and similar expressions. You are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of such factors. Forward-looking statements include, but are not limited to, statements with respect to the plans, strategies and objectives of management for business strategy, outlook, objectives, milestones, plans, intentions, goals, future financial condition or otherwise as to future events. Please refer to the risks detailed from time to time in the reports we file with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for additional risk factors that could cause our actual results to differ materially from those stated or implied by such forward-looking statements. Any forward-looking statement made by the Company in this Current Report on Form 8-K are based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, unless required by law.

~~Following the~~Item ~~termination of her employment, Ms~~9.01 ~~Faro~~Financial ~~shall~~Statements ~~have certain continuing obligations under the Agreement, including but not limited to those relating to the non-disclosure of confidential information, non-competition, non-solicitation~~ and ~~proprietary rights~~Exhibits.

~~The~~(d) ~~above~~Exhibits. ~~summary~~The ~~of the~~following ~~Agreement~~exhibits ~~does~~are ~~not~~being ~~purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is~~ filed ~~as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.~~herewith:

Item 5.07 Submission of Matters to a Vote of Security Holders.

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated October 19, 2018, by and between JetPay Corporation, NCR Corporation and Orwell Acquisition Corporation. *

99.1		NCR Corporation and JetPay Corporation October 22, 2018 Joint Press Release

On* ~~September~~Schedules ~~11,~~to ~~2018, the~~this ~~Company~~Exhibit ~~held~~have ~~its~~been ~~Annual~~omitted ~~Meeting.~~in Ataccordance ~~the~~with ~~Annual~~Item ~~Meeting, the Company’s stockholders voted on~~ 601(ib)(2) ~~the re-election~~ of ~~Bipin C.~~Regulation ~~Shah for a three~~S-~~year~~K. ~~term~~The asregistrant ~~director~~agrees ~~and~~to furnish ~~(ii)~~supplementally ~~the~~a ~~ratification~~copy of ~~the~~all ~~Audit~~omitted ~~Committee’s~~schedules ~~appointment~~to ~~of Marcum LLP as~~ the ~~Company’s~~SEC ~~registered~~upon ~~public~~its ~~accounting firm for fiscal year 2018~~request.

Of the 15,439,310 shares of common stock outstanding and entitled to vote, 13,315,283 were represented at the Annual Meeting in person or by proxy. Of the 133,333 shares of the Company’s Series A Convertible Preferred Stock outstanding and entitled to vote on an as-converted basis with the common stock, 133,333 shares were represented at the Annual Meeting in person or by proxy. Of the 9,000 shares of the Company’s Series A-1 Convertible Preferred Stock outstanding and entitled to vote on an as-converted basis with the common stock, 9,000 shares were represented at the Annual Meeting in person or by proxy.SIGNATURE

~~The~~Pursuant ~~voting~~to ~~results~~the requirements ~~were~~of asthe ~~follows:~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Proposals	Votes For (1)	Votes Withheld Or Against	Abstentions and Broker Non-Votes
Election of Bipin C. Shah to the Board of Directors	21,148,856	2,207,663	3,761,956
Ratification of appointment of Marcum LLP as the Company’s registered public accounting firm for fiscal 2018	27,034,007	61,964	22,504

Dated: October 22, 2018

~~(1)~~JETPAY ~~Includes~~CORPORATION ~~the~~By: ~~vote~~/s/ ofGregory ~~133,333~~M. ~~shares of~~Krzemien ~~Series~~Name: AGregory ~~Convertible Preferred Stock and 9,000 shares of Series A-1 Convertible Preferred Stock, par value $0~~M.~~001~~ ~~per~~Krzemien ~~share, of~~Title: ~~the~~Chief ~~Company,~~Financial ~~which collectively have the voting power of 13,803,192 shares of the Company’s common stock.~~Officer

As discussed above, following the Annual Meeting on September 14, 2018, Mr. Shah resigned as a director of the Company, effective as of September 30, 2018.

Item 8.01 Other Events.

Additionally, attached to this Current Report, as Exhibit 99.1, is a copy of a PowerPoint presentation that was prepared by management for the Annual Meeting of Stockholders. The PowerPoint presentation will also be available on the Company’s website, www.jetpay.com, under “Investor Relations”.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements.” You can sometimes identify forward looking-statements by our use of the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “forecast,” “guidance” and similar expressions. You are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of such factors. Forward-looking statements include, but are not limited to, statements with respect to the plans, strategies and objectives of management for business strategy, outlook, objectives, milestones, plans, intentions, goals, future financial condition or otherwise as to future events. Please refer to the risks detailed from time to time in the reports we file with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for additional risk factors that could cause our actual results to differ materially from those stated or implied by such forward-looking statements. Any forward-looking statements made by the Company in this Current Report on Form 8-K are based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit Number	Description
10.1	Employment Agreement, dated September 14, 2018, by and between the Company and Diane (Vogt) Faro
99.1	PowerPoint Presentation—2018 Annual Stockholders Meeting.

SIGNATURE

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 hereunto duly authorized.

Dated: September 17, 2018

JETPAY CORPORATION By: /s/ Gregory M. Krzemien Name: Gregory M. Krzemien Title: Chief Financial Officer

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