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): March 13, 2023 |
| 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) | ||
| (267) 465-7530 | |||
| (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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 13, 2023, Rego Payment Architectures, Inc. (the “Company”) entered into an Investor Private Line of Credit agreement (the “LOC Agreement”) with James Davison (the “Lender”). The Lender is an existing shareholder of the Company.
Pursuant to 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 for a period of one year 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 foregoing agreement does not purport to be complete and are qualified in its entirety by reference to the full text of the LOC Agreement, which is filed as Exhibit 10.1 to this Report.
ITEM 8.01. Other Events.
On March 16, 2023, the Company issued a press release announcing the matter described in this Current Report on Form 8-K. A copy of the foregoing press release is attached hereto as Exhibit 99.1.
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 | Investor Private Line of Credit dated March 13, 2023 between Rego Payment Architectures, Inc. and James Davison |
| 99.1 | Press Release issued on March 16, 2023 |
| 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 16, 2023 | By: | /s/ Joseph R. Toczydlowski | |
| Joseph R. Toczydlowski | |||
| Chief Financial Officer | |||
Exhibit 10.1
INVESTOR PRIVATE LINE OF CREDIT
This Agreement is made this day 13th of March, 2023, by and between James Davison (herein referred to as "Investor") and Rego Payment Architectures, Inc. (herein referred to as "Rego").
WHEREAS, Investor has a substantial interest as a shareholder in Rego; and WHEREAS, Rego may need additional capital in the future to facilitate its operations.
NOW THEREFORE for and in consideration of the premises set forth above and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Investor may extend an unsecured 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 one year from the date hereof 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. |
| 2. | In the event that Rego draws upon the line of credit subject to the terms and conditions herein, Rego agrees to repay the line of credit in full upon the execution and completion ofa sale, merger or other transaction of Rego whereby Rego transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction. |
| 3. | Rego agrees that if the sale, merger or other transaction described above does not occur within one year from the date hereof, Rego will repay any sums due and owing to Investor within sixty (60) days. |
| 4. | Rego agrees that it will pay interest at a rate of 7% per annum on any sums drawn upon pursuant to the line of credit. |
IT IS SO AGREED.
| /s/ James Davison | |
| James Davison | |
| Investor |
| /s/ Peter S. Pelullo | |
| Peter S. Pelullo, CEO | |
| Rego Payment Architectures, Inc. | |
| Borrower |
Exhibit 99.1
Rego Payment Architectures, Inc. Secures Additional $20 Million Line of Credit
Rego Payment Architectures, Inc, secures additional funding to pave the way for expansion of its Banking-as-a-Platform offering to community and global financial institutions
Rego Payment Architectures Inc.’s patented, privacy-first platform and award winning super app, Mazoola®, is recognized as the first and only COPPA and GDPR certified family mobile wallet.
BLUE BELL, PA, March 16, 2023 (GLOBE NEWSWIRE) – Rego Payment Architectures, Inc. (“REGO”) (OTCQB: RPMT), today announced it has secured a $20 million line of credit (“LOC”) from one its major investors, Mr. James Davison.
Peter S. Pelullo, Chief Executive Officer at REGO, said, “This LOC positions the company to execute our strategic planning activities for 2023. With access to this LOC, the company will have raised approximately $100 million for the development and commercialization of a ‘best-in-breed,’ award winning, COPPA & GDPR compliant mobile wallet and super app. Pressure from Congress and parents to protect the privacy and security of children who use digital products and services continues to mount. Banks and credit unions are now looking to FinTech providers like REGO, who can deliver a unique, one-of-a-kind offering that is COPPA & GDPR compliant, for their family wallet solutions. Based on the reception that we have received from small and large banks, credit institutions, as well as channel providers, we believe REGO is well positioned to achieve our objective of expanding our Banking-as-a-Platform services into the broader financial institutional community, as well as executing our ultimate strategic goal this calendar year.”
REGO is a purpose built, privacy-first platform best known for its award winning COPPA certified super app, Mazoola®. The family-oriented solution provider offers several fintech-for-kids solutions, including MazoolaEnabledSM, a white label version of Mazoola offered to Financial Institutions, and MazoolaPaySM, a buyflow payment button offering children anonymity while purchasing goods online. Built on the same patented, COPPA and GDPR certified technology, both MazoolaEnabled and MazoolaPay ensure a child’s privacy always remains private.
About REGO
REGO is a digital solution that enables children to stay safe in today’s tech-first environment. The REGO Digital Wallet platform, Mazoola®, allows parents and guardians to enable online shopping or digital spending at approved retailers, control what funds are available for which purchases, and reward children or pay allowance via the app. REGO is an innovative financial platform uniquely positioned due to its Children’s Online Privacy Protection Act (COPPA) and General Data Protection Regulation (GDPR) compliance. Visit REGO at regopayments.com.
Safe Harbor Statement
The information in this press release may contain forward-looking statements on REGO’s current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties, and assumptions about REGO that may cause the actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from REGO’s expectations include, but are not limited to: REGO’s ability to raise additional capital, the absence of any material operating history or revenue, REGO’s ability to attract and retain qualified personnel, the ability to develop and introduce a new service and products to the market in a timely manner, market acceptance of REGO’s services and products, REGO’s limited experience in the industry, the ability to successfully develop licensing programs and generate business, rapid technological change in relevant markets, unexpected network interruptions or security breaches, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other risks as described by REGO in Item 1.A “Risk Factors” in REGO’s most recent Form 10-K; other risks to which REGO is subject; other factors beyond REGO’s control.
All subsequent written and oral forward-looking statements attributable to REGO, or persons acting on REGO’s behalf, are expressly qualified in their entirety by the foregoing. REGO has no obligation to and does not undertake to update, revise, or correct any of these forward-looking statements after the date of this report.
Media Contact:
Joseph Toczydlowski
REGO Payment Architectures, Inc.
325 Sentry Parkway, Suite 200
Blue Bell, PA 19422
pr@regopayments.com
(o) 267-465-7530