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Rego Payment Architectures (RPMT) increases Series B preferred share capacity

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rego Payment Architectures, Inc. changed the terms of its preferred stock by filing an amendment in Delaware to increase the authorized Series B Cumulative Convertible Preferred Stock. The authorized amount rose from 397,222 shares to 572,222 shares.

This change gives the company the ability to issue additional Series B preferred shares in the future under the updated designation.

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Insights

Rego expands capacity to issue more Series B preferred shares.

Rego Payment Architectures amended its charter designation to raise authorized Series B Cumulative Convertible Preferred Stock from 397,222 to 572,222 shares. This is a structural move; no actual issuance or cash transaction is described.

The amendment simply increases the number of preferred shares the company is allowed to issue. Any future impact will depend on if and how these additional shares are ultimately sold or converted, which is not detailed in this disclosure.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Prior authorized Series B preferred 397,222 shares Authorized Series B Cumulative Convertible Preferred Stock before amendment
New authorized Series B preferred 572,222 shares Authorized Series B Cumulative Convertible Preferred Stock after amendment
Series B Cumulative Convertible Preferred Stock financial
"amount of authorized Series B Cumulative Convertible Preferred Stock was increased"
Amendment to Certificate of Designation regulatory
"filed with the Delaware Secretary of State an Amendment to Certificate of Designation"
Emerging growth company regulatory
"Emerging growth company On May 22, 2026, Rego Payment Architectures, Inc."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What change did Rego Payment Architectures (RPMT) make to its preferred stock?
Rego Payment Architectures increased its authorized Series B Cumulative Convertible Preferred Stock from 397,222 shares to 572,222 shares, giving the company capacity to issue more shares of this preferred series under its amended designation.

Does the Rego Payment Architectures (RPMT) filing mean new shares were issued?
The filing increases the number of authorized Series B preferred shares but does not state that any new shares were actually issued. It updates how many such shares the company may issue in the future under that series.

Why is Rego Payment Architectures (RPMT) Series B Cumulative Convertible Preferred Stock important?
Series B Cumulative Convertible Preferred Stock is a specific class of equity with defined preferences and conversion features. Increasing its authorized amount lets Rego potentially use this class in future financing or structural decisions, subject to separate actions not detailed here.

What formal step did Rego Payment Architectures (RPMT) take to change its Series B preferred stock?
Rego filed an Amendment to the Certificate of Designation of Preferences, Rights and Limitations of its Series B Cumulative Convertible Preferred Stock with the Delaware Secretary of State, officially raising the authorized share amount for that series.

Is Rego Payment Architectures (RPMT) considered an emerging growth company in this filing?
Yes, the filing indicates Rego Payment Architectures is treated as an emerging growth company under the Securities Exchange Act definitions, which can affect certain reporting and regulatory requirements applicable to the company.
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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 22, 2026  

 

 

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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 22, 2026, 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 397,222 shares to 572,222 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 May 22, 2026
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 27, 2026 By:   /s/ Joseph R. Toczydlowski
      Joseph R. Toczydlowski
      Chief Financial Officer

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents