0001193125-24-031567.txt : 20240212 0001193125-24-031567.hdr.sgml : 20240212 20240212123052 ACCESSION NUMBER: 0001193125-24-031567 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240212 DATE AS OF CHANGE: 20240212 GROUP MEMBERS: COLLIN MCBIRNEY GROUP MEMBERS: TOPLINE CAPITAL PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Usio, Inc. CENTRAL INDEX KEY: 0001088034 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] ORGANIZATION NAME: 02 Finance IRS NUMBER: 980190072 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58445 FILM NUMBER: 24618570 BUSINESS ADDRESS: STREET 1: 3611 PAESANOS PARKWAY STREET 2: SUITE 300 CITY: SAN ANTONIO STATE: TX ZIP: 78231 BUSINESS PHONE: 2102494100 MAIL ADDRESS: STREET 1: 3611 PAESANOS PARKWAY STREET 2: SUITE 300 CITY: SAN ANTONIO STATE: TX ZIP: 78231 FORMER COMPANY: FORMER CONFORMED NAME: Payment Data Systems Inc DATE OF NAME CHANGE: 20190502 FORMER COMPANY: FORMER CONFORMED NAME: PAYMENT DATA SYSTEMS INC DATE OF NAME CHANGE: 20030812 FORMER COMPANY: FORMER CONFORMED NAME: BILLSERV INC DATE OF NAME CHANGE: 20011219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Topline Capital Management, LLC CENTRAL INDEX KEY: 0001792549 ORGANIZATION NAME: IRS NUMBER: 831966130 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 544 EUCLID STREET CITY: SANTA MONICA STATE: CA ZIP: 90402 BUSINESS PHONE: 310.804.0737 MAIL ADDRESS: STREET 1: 544 EUCLID STREET CITY: SANTA MONICA STATE: CA ZIP: 90402 SC 13G/A 1 d516654dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

USIO, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

70438S202

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 70438S202

 

 1   

Names of reporting persons

 

Topline Capital Management, LLC

 2   

Check the appropriate box if a member of a group (see instructions)

 

(a) ☐  (b) ☐

 3   

SEC use only

 

 4   

Citizenship or place of organization

 

California

Number of

shares

beneficially 

owned by

each

reporting

person

with

     5   

Sole voting power

 

0

    6   

Shared voting power

 

0

    7   

Sole dispositive power

 

0

    8   

Shared dispositive power

 

0

 9   

Aggregate amount beneficially owned by each reporting person

 

0

10   

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11   

Percent of class represented by amount in Row (9)

 

0%

12   

Type of reporting person (see instructions)

 

IA

 

2

CUSIP No. 70438S202

 

 1   

Names of reporting persons

 

Collin McBirney

 2   

Check the appropriate box if a member of a group (see instructions)

 

(a) ☐   (b) ☐

 3   

SEC use only

 

 4   

Citizenship or place of organization

 

USA

Number of

shares

beneficially 

owned by

each

reporting

person

with

     5   

Sole voting power

 

0

    6   

Shared voting power

 

0

    7   

Sole dispositive power

 

0

    8   

Shared dispositive power

 

0

 9   

Aggregate amount beneficially owned by each reporting person

 

0

10   

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11   

Percent of class represented by amount in Row (9)

 

0%

12   

Type of reporting person (see instructions)

 

IN/HC

 

3

CUSIP No. 70438S202

 

 1   

Names of reporting persons

 

Topline Capital Partners, LP

 2   

Check the appropriate box if a member of a group (see instructions)

 

(a) ☐  (b) ☐

 3   

SEC use only

 

 4   

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially 

owned by

each

reporting

person

with

     5   

Sole voting power

 

0

    6   

Shared voting power

 

0

    7   

Sole dispositive power

 

0

    8   

Shared dispositive power

 

0

 9   

Aggregate amount beneficially owned by each reporting person

 

0

10   

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

☐

11   

Percent of class represented by amount in Row (9)

 

0%

12   

Type of reporting person (see instructions)

 

PN

 

4

Item 1

 

  (a)

Name of Issuer:

USIO, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices:

3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231

Item 2

 

  (a)

Name of Persons Filing:

Topline Capital Management, LLC (“TCM”)

Collin McBirney

Topline Capital Partners, LP (“TCP” or the “Fund”)

 

  (b)

Address of Principal Business Office or, if none, Residence:

544 Euclid Street, Santa Monica, CA 90402

 

  (c)

Citizenship:

Reference is made to Row 4 of pages 2 - 4 of this Schedule 13G (this “Schedule”), which are incorporated by reference herein.

 

  (d)

Title of Class of Securities:

Common Stock, $0.001 par value

 

  (e)

CUSIP Number: 70438S202

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

Reference is hereby made to Rows 5-9 and 11 of pages 2, 3 and 4 of this Schedule, which are incorporated by reference herein.

As of December 31, 2023, the Fund does not beneficially own shares of the issuer’s common stock.

 

5

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☑

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

.

 

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2024

 

TOPLINE CAPITAL MANAGEMENT, LLC

By:

  

/s/ Collin McBirney

 

Collin McBirney

 

Managing Member

TOPLINE CAPITAL PARTNERS, LP

By:

  

Topline Capital Management, LLC,

 

its general partner

By:

  

/s/ Collin McBirney

 

Collin McBirney

 

Managing Member

COLLIN MCBIRNEY

/s/ Collin McBirney

 

7

EXHIBIT LIST

 

Exhibit A    Joint Filing Undertaking
 EX-99.A 2 d516654dex99a.htm EX-99.A EX-99.A

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: February 12, 2024

 

TOPLINE CAPITAL MANAGEMENT, LLC
By:   /s/ Collin McBirney
  Collin McBirney
  Managing Member
TOPLINE CAPITAL PARTNERS, LP
By:   Topline Capital Management, LLC,
  its general partner
By:   /s/ Collin McBirney
  Collin McBirney
  Managing Member

 

COLLIN MCBIRNEY

/s/ Collin McBirney