UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Registrant’s telephone number, including area code: 011-
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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Option award to Ali Mazanderani
On August 3, 2026, at a special meeting of shareholders (the "Special Meeting") of Lesaka Technologies, Inc. (the "Company"), the shareholders of the Company approved the grant of a stock option ("Option Award") to Mr. Ali Mazanderani, the Company's Executive Chairman, pursuant to a stock option agreement, as further described in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on July 2, 2026 (the "2026 Proxy Statement").
Below is an overview of the Option Award.
| Award Terms | Details |
| Option Award | 1,000,000 share options. |
| Equity Type | Options to acquire common stock. |
| Exercise Price | 1,000,000 share options at an exercise price of US$5.00 per share. |
| Exercise Date | Mr. Mazanderani may only exercise the vested Option Award after April 1, 2029. |
| Expiration Date | April 1, 2030. |
| Employment Requirement | The Option Award will vest on April 1, 2028, subject to Mr. Mazanderani's continuous employment through this date. |
| Termination of Employment | No acceleration of vesting upon termination of employment, death or disability. |
| Change in Control | No automatic acceleration of vesting upon a change in control of our company. |
| Exercise Methods | Exercise Methods:
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| Clawback | The Option Award is subject to our clawback policy, as in effect from time to time. |
The Option Award was previously approved, subject to shareholder approval, by the Board. The summary of the Option Award contained herein is qualified by and subject to the full text of the Option Award, which was included as Appendix A to the 2026 Proxy Statement and is attached as Exhibit 10.1 to this Form 8-K, and which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a summary of the voting results for the proposal presented to shareholders at the Special Meeting held on August 3, 2026.
Proposal No. 1-To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the grant of a share option to Mr. Ali Mazanderani, our Executive Chairman, pursuant to a share option agreement
The grant of the Option Award was approved and the votes cast were as follows:
| Votes cast | ||||||||
| For | Against | Abstain | ||||||
| 38,334,363 | 1,241,298 | 7,796,947 | ||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibits | Description |
| 10.1 | Option Award Agreement (included as Appendix A to Lesaka Technologies, Inc.'s definitive proxy statement filed with the Securities and Exchange Commission on July 2, 2026, Commission File No. 000-31203, and incorporated herein by reference). |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LESAKA TECHNOLOGIES, INC. | ||
| Date: August 3, 2026 | By: | /s/ Dan Smith |
| Name: | Dan Smith | |
| Title: | Group Chief Financial Officer | |