UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): |
(Exact Name of Registrant as Specified in Charter) |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
(Registrant's Telephone Number, Including Area Code) | |||
(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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 13, 2024, Rego Payment Architectures, Inc. (the “Company”) entered into an Amendment to Investor Private Line of Credit (the “Amendment”) with James Davison (the “Lender”). The Amendment extended the maturity date of the existing Investor Private Line of Credit Agreement (the “Existing Agreement”) with the Lender by one year, from March 13, 2024 to March 13, 2025. There is no outstanding balance on the Line of Credit.
The Lender is an existing shareholder of the Company.
Pursuant to the Existing Agreement, as modified by the Amendment (as modified, the “LOC Agreement”), the Lender may extend unsecured loans to the Company in the amount of up to twenty million dollars ($20,000,000) which may be drawn upon by the Company through March 13, 2025 in order to provide additional capital to facilitate the Company’s operations. Drawings may be made by the Company as long as there has not been any material change in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7% per annum.
Drawings under the LOC Agreement must be repaid in full: (i) upon the execution and completion of a sale, merger or other transaction of the Company whereby the Company transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction (a “Change of Control”) or (ii) if a Change of Control does not occur within one year from the date hereof, the Company will repay any amounts outstanding within sixty (60) days.
The description of the Amendment does not purport to be complete and are qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Report.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
Exhibit No. Description of Exhibit
10.1 | Amendment to Investor Private Line of Credit dated March 13, 2024 between Rego Payment Architectures, Inc. and James Davison |
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: March 19, 2024 | By: | /s/ Joseph R. Toczydlowski | |
Joseph R. Toczydlowski | |||
Chief Financial Officer |
Exhibit 10.1
AMENDMENT TO INVESTOR PRIVATE LINE OF CREDIT
Pursuant to the Investor Private Line of Credit Agreement (“Agreement”) dated and executed on March 13, 2023, by and between James Davidson (herein referred to as "Investor") and Rego Payment Architectures, Inc. (herein referred to as "Rego"), this Amendment shall supersede and become part of the of Agreement as follows:
Section 1 of the Agreement shall be deleted and replaced by the following:
1. Investor hereby extends a line of credit to Rego in the amount of Twenty Million Dollars and No/Cents ($20,000,000.00) to be drawn upon by Rego for a period of two years from the date hereof (i.e. March 13, 2025) in order to provide additional capital to facilitate Rego's operations so long as there has not been any material change in the operations of Rego.
IT IS SO AGREED ON THIS DATE, MARCH 13, 2024.
By: | /s/ James Davison | |
James Davison | ||
Investor | ||
March 13, 2024 | ||
By: | /s/ Peter S. Pelullo | |
Peter S. Pelullo | ||
Rego Payment Architectures, Inc. | ||
Borrower | ||
March 13, 2024 |
Cover |
Mar. 13, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 13, 2024 |
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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