Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  January 27, 2025

 

 

Rego Payment Architectures, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

 

0-53944			35-2327649
(Commission File Number)			(IRS Employer Identification No.)
325 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania			19422
(Address of Principal Executive Offices)			(Zip Code)
[phone]
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
None

 

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 (§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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 27, 2025, Rego Payment Architectures, Inc. (the “Company”) filed with the Delaware Secretary of State an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series B Cumulative Convertible Preferred Stock was increased from 347,222 shares to 397,222 shares.

 

ITEM 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits – The following exhibits are filed as part of this report:

 

Exhibit No.	Description of Exhibit
3.1	Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Convertible Preferred Stock filed January 27, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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.

 

 

		REGO PAYMENT ARCHITECTURES, INC.
Date: January 28, 2025	By:		/s/ Joseph R. Toczydlowski
			Joseph R. Toczydlowski
			Chief Financial Officer

 

 

 

 

 

 

 

Exhibit 3.1

 

AMENDMENT

 

TO

 

CERTIFICATE OF DESIGNATION OF PREFERENCES,

 

RIGHTS AND LIMITATIONS

 

OF

 

SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

 

OF

 

REGO PAYMENT ARCHITECTURES, INC.

 

 

 

Pursuant to Section 151 of the General Corporation Law

 

of the State of Delaware

 

 

Rego Payment Architectures, Inc., a Delaware corporation (the “Corporation”), certifies that pursuant to the authority contained in Subsection B. of Article FOURTH of its Certificate of Incorporation, as amended to date, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors has adopted, and the holders of a majority of the outstanding Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock have approved, the following resolutions amending the Certificate of Designation of Preferences, Rights and Limitations of its Series B Cumulative Convertible Preferred Stock:

 

WHEREAS, the certificate of incorporation, as amended to date, of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of up to 2,000,000 shares, par value $0.0001 per share (the “Preferred Stock”), issuable from time to time in one or more series; and

 

WHEREAS, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Cumulative Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on October 30, 2014, the Board of Directors of the Corporation authorized the issuance of 222,222 shares of Series B Cumulative Convertible Preferred Stock; and

 

WHEREAS, pursuant to the Amendment to Certificate of Designation of Preferences, Rights and Limitations of the Series B Cumulative Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on October 14, 2022, the Board of Directors of the Corporation authorized the issuance of a further 125,000 shares of Series B Cumulative Convertible Preferred Stock (representing a total of 347,222 shares of authorized Series B Cumulative Convertible Preferred Stock); and

 

 

NOW THEREFORE, BE IT

 

RESOLVED, that the Certificate of Designation of Preferences, Rights and Limitations of the Series B Cumulative Convertible Preferred Stock of Rego Payment Architectures, Inc., as amended (“Certificate of Designation”) shall be, and hereby is, amended further as follows:

 

 

1.

Section 1 of the Certificate of Designation is hereby amended by deleting “347,222” and inserting in its place “397,222”.

 

 

 

[Remainder of this page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has executed this Amendment and affirms under penalty of perjury that the foregoing is the act and deed of the Corporation and that the facts stated herein are true as of this 27th day of January, 2025.

 

 

		REGO PAYMENT ARCHITECTURES, INC.
	By:		/s/ Joseph R. Toczydlowski
			Joseph R. Toczydlowski
			Chief Financial Officer

 

 

 

 

 

 

 

Cover	Jan. 27, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 27, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	0-53944
Entity Registrant Name	Rego Payment Architectures, Inc.
Entity Central Index Key	0001437283
Entity Tax Identification Number	35-2327649
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	325 Sentry Parkway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Blue Bell
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19422
City Area Code	(267)
Local Phone Number	465-7530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable

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