RPMT 8-K
Rego Payment Architectures, Inc. (RPMT)
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) | August 11, 2020 |
| 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2020, David Knight resigned as Chief Executive Officer, President, Secretary and Chairman of the Board of Rego Payment Architectures, Inc. (the “Company”). The Company thereupon appointed existing director Gerald Hannahs as Chairman of the Board.
Mr. Knight will assume the position of Chief of Marketing of the Company. In connection with the foregoing, on August 11, 2020, Mr. Knight entered into an agreement with the Company (the “Agreement”) confirming that he has been paid in full for all previous salary, vacation pay, and bonuses. The Chief of Marketing position is an at will position and provides for no compensation; except that, if there is a change in control of the Company (a “Trigger Event”), the Company shall pay Mr. Knight $200,000 (the “Payment”). Such Payment will be accelerated as follows: (a) in the event that prior to a Trigger Event, the Company raises financing of at least fifteen million dollars ($15,000,000), Mr. Knight shall receive $100,000 of the $200,000 amount; and (b) in the event that prior to Trigger Event, the Company raises financing of at least twenty million dollars ($20,000,000), Mr. Knight shall receive the balance of the $200,000 amount.
The description of the foregoing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10.1 to this Report.
Appointment of Interim CEO
On August 11, 2020, the Company appointed Peter S. Pelullo as interim Chief Executive Officer to fill the vacancy created by Mr. Knight’s resignation. It is the intention of the Company to identify a permanent Chief Executive Officer candidate with appropriate payments and technological experience as soon as is practical to facilitate the commercial launch of the Company’s payment platform.
Mr. Pelullo, age 68, has been an entrepreneur for the past 20 plus years. While his career has focused in the media and telecommunications industries, Mr. Pelullo has had extensive experience in both the construction and food and beverage industries. Mr. Pelullo was an original founder of the Company. He has extensive experience in corporate finance, operating a public company, strategic planning, cash flow management and international business development. Mr. Pelullo was also the founder of Alpha International Recording Studio’s which he merged with the world renowned Sigma Sound Studio who created the “Sound of Philadelphia”. He also created Philly World Records (an independent record label), which he sold to MCA Records. Mr. Pelullo also has years of experience in the real estate sector as well as restructuring and work out services for companies that need to return to solvency and stable operations. He also established the Let Go Let Peace Come In Foundation in April 2008.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number | Name of Exhibit |
| 10.1 | Agreement dated August 11, 2020 between the Registrant and David Knight |
| 2 |
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: August 12, 2020 | By: | /s/ Scott McPherson | |
| Scott McPherson | |||
| Chief Financial Officer | |||
3
Exhibit 10.1
AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this 11th day of August 2020 (“Effective Date”) by and between David Knight (“Knight”) and Rego Payment Architectures, Inc. (“Rego”).
NOW THEREFORE, in consideration of the mutual and several promises, agreements, representations and indemnities herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Knight hereby resigns as the President, Secretary and Chief Executive Officer of Rego, together with his positions as a member and Chairman of the Board of Directors of Rego. Knight, however, shall continue as an employee of Rego in the position of Chief of Marketing and, except as otherwise provided for in Paragraph 3, shall serve in such capacity without compensation or benefits.
2. Knight hereby acknowledges and agrees that, as of the Effective Date and except as otherwise provided for in Paragraph 3, he has received full and complete payment for all compensation, earnings and any other amounts owed, due and/ or distributable to him by Rego, including without limitation, salary, vacation pay, bonuses, stock options and the like.
3. Notwithstanding any other provision set forth herein, upon the sale of all or substantially all of Rego’s assets (whether by merger, sale or otherwise), a public offering of Rego’s securities or a change in control (being defined as the sale of shares representing more than fifty percent (50%) of the voting power of Rego) (a “Trigger Event”), Rego shall pay to Knight an amount equal to Two Hundred Thousand Dollars ($200,000). Notwithstanding the forgoing, a portion or all of the aforementioned Two Hundred Thousand Dollars ($200,000) shall be accelerated as follows: (a) in the event that prior to a Trigger Event, Rego raises financing of at least Fifteen Million Dollars ($15,000,000), Knight shall receive $100,000 of the $200,000 amount; and (b) in the event that prior to Trigger Event, Rego raises financing of at least Twenty Million Dollars ($20,000,000), Knight shall receive the balance of the $200,000 amount.
4. Rego hereby acknowledges and agrees that Knight is the legal and beneficial owner of Two Hundred Forty Five Thousand Nine Hundred Seven (245,907) shares of the common stock of Rego together with stock options which provide Knight with the right to purchase Five Million (5,000,000) shares of common stock of Rego at a purchase price of ninety cents ($0.90) per share. All such options and shares shall be governed by those certain Option and Restricted Share Agreements entered into between Rego and Knight
5. Rego does hereby release and agrees to defend, indemnify and hold Knight harmless from and against any and all losses, costs, damages, claims, demands, expenses (including, without limitation, reasonable attorneys’ fees) or causes of action (collectively, “Losses”) resulting, relating to or arising out of actions or inactions of Rego or any of its officers, directors, affiliates or employees; except for actions taken or not taken at the direction of ,or with the knowledge of, Knight or which arises from or relates to Knight’s gross negligence, fraud or intentional misconduct.
6. Knight hereby acknowledges his right to discuss this Agreement with his personal attorney, and that he has, prior to executing this Agreement, fully informed himself of its contents. Knight further represents that he has carefully read and fully understands all of the provisions of this Agreement and is voluntarily entering into this Agreement.
7. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the matters set forth in this Agreement. Knight hereby acknowledges that his Employment Agreement with Rego, dated October 25, 2017 terminated effective October 25, 2019. This Agreement shall be binding upon and inure to the benefit of each party and their respective executors, administrators, personal representatives, heirs, successors and assigns, as applicable. This Agreement may not be amended, modified or supplemented except by a writing signed by all parties hereto.
8. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. Any claim, controversy or dispute arising out of or relating to this Separation Agreement or any interpretation or asserted breach thereof or performance thereunder shall be subject to the laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of laws.
9. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
The parties have executed this Agreement as of the day and year first above written.
| Rego Payment Architectures, Inc. | ||
| By: | /s/ Gerald Hannahs | |
| Gerald Hannahs, Director | ||
| /s/ David Knight | ||
| David Knight | ||