RPMT 8-K
Rego Payment Architectures, Inc. (RPMT)
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) |
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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
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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”. |
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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 | |||