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): May 17, 2024

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 8.01. Other Events.

On May 17, 2024, Rego Payment Architectures, Inc. (the “Company”) issued the press release filed herewith 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

99.1	Press Release Issued May 17, 2024
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: May 17, 2024	By:		/s/ Joseph R. Toczydlowski
			Joseph R. Toczydlowski
			Chief Financial Officer

Exhibit 99.1

Rego Payment Architectures, Inc. Announces Completion of Its $25 Million

Series B Preferred Stock Financing

Rego Payment Architectures, Inc. completes its Series B Preferred Stock private placement, increasing the total capital raised to over $100 million.

BLUE BELL, PA, May 17, 2024 (GLOBE NEWSWIRE) – Rego Payment Architectures, Inc. (“REGO”) (OTCQB: RPMT), today announced that it has raised an additional $3.5 million through the private placement of 38,889 shares of the company’s Series B Preferred Stock, which completes its $25 million Series B Preferred Stock offering.

Peter S. Pelullo, Chief Executive Officer at REGO, said, “The completion of our Series B Preferred Stock offering brings the total capital raised by REGO north of $100 million. This most-recent investment, combined with our $20 million line of credit availability, provides the financial pathway for execution of our 2024 corporate and strategic goals.”

For more information about REGO, please visit www.regopayments.com

About REGO

Rego Payment Architectures, Inc. ("REGO") provides a family digital wallet platform that empowers financial institutions to let their customer's children spend, save, donate and invest in a safe, parent-controlled environment. Founded in 2008, REGO provides the only family digital wallet platform to be certified COPPA (Children's Online Privacy Protection Act) and third-party GDPR (General Data Privacy Regulation) compliant. REGO has also been awarded multiple patents related to the safety of parent and child data, including age verification of users. Built from the ground-up to protect the privacy of children's data, REGO offers financial literacy tools for parents to teach their kids to be smarter shoppers, savers, givers and investors. Financial institutions of all sizes can offer a family digital wallet product through REGO as a white-labeled stand-alone application or fully integrated into their existing app.

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, and 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 press release.

Media Contact:

Pawan Murthy

Chief Marketing Officer

Rego Payment Architectures, Inc.

pawan@regopayments.com

Cover	May 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 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