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
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ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 13, 2025, Rego Payment Architectures, Inc. (the “Company”) entered into a Second Amendment to Investor Private Line of Credit (the “Second Amendment”) with James Davison (the “Lender”). The Amendment extended the maturity date of the existing Investor Private Line of Credit Agreement (as previously amended, the “Existing Agreement”) with the Lender by one year, from March 13, 2025 to March 13, 2026. 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 Second 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, 2026 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 Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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 | Second Amendment to Investor Private Line of Credit dated March 13, 2025 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 14, 2025 | By: | /s/ Joseph R. Toczydlowski | |
| Joseph R. Toczydlowski | |||
| Chief Financial Officer | |||
Exhibit 10.1
SECOND AMENDMENT TO INVESTOR PRIVATE LINE OF CREDIT
Pursuant to the Investor Private Line of Credit Agreement (“Agreement”) dated and executed on March 13, 2023 and as amended on March 13, 2024, by and between James Davison (herein referred to as "Investor") and Rego Payment Architectures, Inc. (herein referred to as "Rego"), this Second 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 three years from the date hereof (i.e. March 13, 2026) 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, 2025.
| By: | /s/ James E. Davison | |
James E. Davison Investor March 13, 2025 |
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| By: | /s/ Peter S. Pelullo | |
Peter S. Pelullo Rego Payment Architectures, Inc. Borrower March 13, 2025 |
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