RPMT · Rego Payment Architectures, Inc. · Insider Trading
Substantial doubt about the company's ability to continue as a going concern.
“The Company has incurred significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”View the 10-Q filed Aug 14, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2025-01-30 | DEJORIA JOHN PAUL |
10% Owner |
Other↑
Filing footnotes — Common Stock par value $0.0001 (Indirect)
The Reporting Person acquired the relevant shares in exchange for a promissory note made by a third party in favor of the Reporting Person in the original principal amount of $100,000. Consisting of (i) 100,000 shares of Common Stock directly held by the Reporting Person and (ii) 17,148,412 shares of Common Stock held directly by the John Paul DeJoria Family Trust and/or JP's Nevada Trust, each of which is a trust of which the Reporting Person is the settlor and trustee. |
Common Stock par value $0.0001
(I)
|
100,000 |
| 2024-05-16 | DEJORIA JOHN PAUL |
10% Owner |
Buy↑
Filing footnotes — Series B Cumulative Convertible Preferred Stock (Indirect)
Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date. The Reporting Person beneficially owns a total of 164,446 shares of Series B Preferred Stock, consisting of (i) 44,445 shares directly held by the JDP 2019 Gift Trust, a trust of which the Reporting Person is the settlor and trustee, (ii) 44,445 shares directly held by the John Paul DeJoria Family Trust, a trust of which the Reporting Person is the settlor and trustee, and (iii) 75,556 shares directly held by the Reporting Person. |
Series B Cumulative Convertible Preferred Stock
(I)
|
38,889 |
| 2023-05-19 | DEJORIA JOHN PAUL |
10% Owner |
Buy↑
Filing footnotes — Series B Cumulative Convertible Preferred Stock (Indirect)
Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date. These shares are held directly by the JDP 2019 Gift Trust, a trust of which the Reporting Person is the settlor and trustee. |
Series B Cumulative Convertible Preferred Stock
(I)
|
5,556 |
| 2023-05-19 | DEJORIA JOHN PAUL |
10% Owner |
Buy↑
Filing footnotes — Series B Cumulative Convertible Preferred Stock (Indirect)
Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date. These shares are held directly by the Family Trust. |
Series B Cumulative Convertible Preferred Stock
(I)
|
22,222 |
| 2023-05-16 | Toczydlowski Joseph Robert |
CFO |
Award↑
|
Common Stock par value $0.0001
|
50,000 |
| 2023-05-16 | Toczydlowski Joseph Robert |
CFO |
Award↑
|
Common Stock par value $0.0001
|
50,000 |
| 2023-05-16 | Toczydlowski Joseph Robert |
CFO |
Award↑
|
Common Stock par value $0.0001
|
25,000 |
| 2023-05-16 | Toczydlowski Joseph Robert |
CFO |
Award↑
|
Common Stock par value $0.0001
|
150,000 |
| 2022-10-05 | DEJORIA JOHN PAUL |
10% Owner |
Buy↑
Filing footnotes — Series B Cumulative Convertible Preferred Stock (Direct)
Each share of the Issuer's Series B Cumulative Convertible Preferred Stock ("Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date. |
Series B Cumulative Convertible Preferred Stock
|
75,556 |
| 2022-08-16 | Toczydlowski Joseph Robert |
CFO |
Award↑
|
Stock Option
|
250,000 |
| 2021-05-07 | PELULLO PETER S |
Director, Chief Executive Officer, 10% Owner |
Award↑
Filing footnotes — Common Stock, par value $0.0001 (Direct)
Owned by Peter S. Pelullo. |
Common Stock, par value $0.0001
|
600,000 |
| 2021-03-18 | PELULLO PETER S |
Director, Chief Executive Officer, 10% Owner |
Award↑
Filing footnotes — Common Stock, par value $0.0001 (Direct)
Owned by Peter S. Pelullo. |
Common Stock, par value $0.0001
|
500,000 |
| 2021-02-08 | McPherson Scott Alan |
Chief Financial Officer |
Convert↑
|
COMMON STOCK
|
400,000 |
| 2021-02-08 | PELULLO PETER S |
Director, Chief Executive Officer, 10% Owner |
Award↑
Filing footnotes — Common Stock, par value $0.0001 (Direct)
Owned by Peter S. Pelullo. |
Common Stock, par value $0.0001
|
500,000 |
| 2021-02-08 | McPherson Scott Alan |
Chief Financial Officer |
Convert↓
Filing footnotes — PERFORMANCE RIGHTS (Direct)
Each performance right represents a contingent right to receive one share of Rego Common Stock. The performance rights vest upon the Commercial Launch of Rego's Digital Wallet Platform: Mazoola. Mazoola launched 02/08/2021. |
PERFORMANCE RIGHTS
|
400,000 |
| 2021-01-15 | McPherson Scott Alan |
Chief Financial Officer |
Award↑
Filing footnotes — PERFORMANCE RIGHTS (Direct)
Each performance right represents a contingent right to receive one share of Rego Payment Architectures, Inc.'s (the "Company") Common Stock. The performance rights vest upon the commercial launch of the Company's Digital Wallet Platform: Mazoola. |
PERFORMANCE RIGHTS
|
150,000 |
| 2021-01-15 | McPherson Scott Alan |
Chief Financial Officer |
Award↑
|
OPTIONS
|
50,000 |
| 2020-10-27 | McPherson Scott Alan |
Chief Financial Officer |
Award↑
Filing footnotes — PERFORMANCE RIGHTS (Direct)
EACH PERFORMANCE RIGHT REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF REGO PAYMENT ARCHITECTURES, INC. COMMON STOCK. THE PERFORMANCE RIGHTS VEST UPON LAUNCHING THE BETA TEST AND COMMERCIAL LAUNCH OF REGO'S DIGITAL WALLET PLATFORM |
PERFORMANCE RIGHTS
|
250,000 |
| 2020-09-11 | DEJORIA JOHN PAUL |
10% Owner |
Buy↑
Filing footnotes — Stock Options (Direct)
These stock options were granted to the Reporting Person as consideration for extending the maturity date of the 4% Convertible Notes he held to October 31, 2023. These stock options are immediately exercisable and fully vested. |
Stock Options
|
100,000 |
| 2020-08-18 | McPherson Scott Alan |
Chief Financial Officer |
Award↑
|
Options
|
500,000 |
| 2020-08-18 | McPherson Scott Alan |
Chief Financial Officer |
Award↑
|
Common Stock
|
250,000 |
| 2020-08-07 | DEJORIA JOHN PAUL |
10% Owner |
Buy↑
Filing footnotes — 4% Convertible Notes currently due 10/31/2023 (Direct)
The 4% Convertible Notes currently due October 31, 2023 (the "4% Convertible Notes"), accrue interest at 4% per annum and are convertible by the holder thereof, at any time, into shares of the Issuer's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share, subject to certain anti-dilution adjustments. Currently, upon issuance, each share of Series C Preferred Stock would be convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. Pursuant to the Certificate of Designation governing the Series C Preferred Stock, such Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series C Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series C Preferred Stock. The Series C Preferred Stock has no expiration date. Represents the number of shares of Series C Preferred Stock into which such 4% Convertible Notes are convertible. |
4% Convertible Notes currently due 10/31/2023
|
55,556 |
| 2020-05-01 | PELULLO PETER S |
Director, Chief Executive Officer, 10% Owner |
Sell↓
Filing footnotes — Common Stock par value $0.0001 (Direct)
Owned by International Corporate Management, Inc. (Peter S. Pelullo, beneficial owner) |
Common Stock par value $0.0001
|
1,540,000 |