UPAY Inc. adds Wynand Jordaan to board

UPAY Inc. filed a current report announcing that its board appointed Wynand Johannes Jordaan as a non-executive director, effective July 1, 2026.

Rhea-AI Filing Summary

UPAY Inc. filed a current report announcing that its board appointed Wynand Johannes Jordaan as a non-executive director, effective July 1, 2026. His director compensation consists of 200,000 restricted shares of common stock, earned over a 24-month term under a director agreement.

The shares vest and are issued in arrears in four equal tranches of 50,000 shares after 6, 12, 18, and 24 months of service. The filing and an accompanying press release highlight Mr. Jordaan’s more than 20 years of experience in enterprise software development, systems architecture, and cloud infrastructure across sectors such as financial services, healthcare, insurance, logistics, GIS, and enterprise software.

UPAY describes his appointment as strengthening the board’s technology and digital infrastructure expertise as the company pursues technology-driven businesses and international software development capabilities. The company also furnished the related press release as an exhibit under Regulation FD Disclosure.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Director equity compensation: 200,000 restricted shares Vesting tranche size: 50,000 shares Vesting period: 24 months +2 more

5 metrics

Director equity compensation 200,000 restricted shares Earned over 24-month director term

Vesting tranche size 50,000 shares Each tranche after 6, 12, 18, 24 months of service

Vesting period 24 months Director agreement term for restricted share grant

Director age 44 Age of Wynand Johannes Jordaan

Press release exhibit Exhibit 99.1 Press release dated July 3, 2026

Key Terms

non-executive director, restricted shares, Regulation FD Disclosure, OTCQB Venture Market, +1 more

5 terms

non-executive director financial

"appointed Wynand Johannes Jordaan as a non-executive director of the Company"

A non-executive director is a member of a company’s board who does not work for the company day-to-day but provides independent oversight, strategic guidance and checks on management. For investors, they matter because they act like an impartial referee or outside advisor, helping ensure decisions protect shareholder interests, reduce risks of poor governance, and add credibility to financial reporting and long-term strategy.

restricted shares financial

"Wynand Jordan’s director compensation consists of 200,000 restricted shares of our common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On July 3, 2026, the Company will issue a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

OTCQB Venture Market financial

"The Company's common stock is quoted on the OTCQB Venture Market under the symbol “UPYY.”"

The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of applicable securities laws."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did UPAY Inc. (UPYY) announce in this 8-K filing?

UPAY Inc. announced the appointment of Wynand Johannes Jordaan as a non-executive director, effective July 1, 2026. The filing also describes his equity-based director compensation and furnishes a related press release under Regulation FD Disclosure.

How is new UPAY director Wynand Jordaan being compensated?

Wynand Jordaan’s director compensation consists of 200,000 restricted shares of UPAY common stock. These shares are earned over a 24-month term and vest in four equal tranches of 50,000 shares after 6, 12, 18, and 24 months of service.

What experience does UPAY director Wynand Jordaan bring to the board?

Wynand Jordaan brings over 20 years of experience in enterprise software development, systems architecture, cloud infrastructure, and technology leadership. He has worked across financial services, healthcare, insurance, logistics, GIS, and enterprise software environments, including roles at Acheron Systems, Digiflo Solutions, and Fourier Systems.

Are there any related-party transactions involving Wynand Jordaan and UPAY?

The company states there have been no transactions, and no currently proposed transactions, since the beginning of its last fiscal year in which UPAY was a participant and Wynand Jordaan had a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.

Is UPAY’s common stock listed on a national securities exchange?

UPAY’s common stock is quoted on the OTCQB Venture Market under the symbol UPYY. The OTCQB is not a national securities exchange, and the company’s common stock is not registered under Section 12(b) of the Securities Exchange Act of 1934.

What exhibit did UPAY attach regarding Wynand Jordaan’s appointment?

UPAY attached a press release as Exhibit 99.1 describing Wynand Jordaan’s appointment as a non-executive director. The company indicates this information is furnished under Regulation FD Disclosure and not deemed filed for purposes of Section 18 of the Exchange Act.

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

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Accepted by SEC EDGAR 07/02/2026 - 05:05 PM Learn about SEC filing dates

false0001677897 0001677897 2026-07-01 2026-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 1, 2026

UPAY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		000-55747		37-1793622
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3010 LBJ Highway, 12th Floor, Dallas, Texas 75234

(Address of Principal Executive Offices) (Zip Code)

(972) 888-6052

(Registrant's Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

The Company's common stock is quoted on the OTCQB Venture Market under the symbol “UPYY.” The OTCQB is not a national securities exchange, and the Company's common stock is not registered pursuant to Section 12(b) of the Exchange Act.

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.

(d) Appointment of Director.

On July 1, 2026, the Board of Directors (the “Board”) of UPAY, Inc. (the “Company”) appointed Wynand Johannes Jordaan as a non-executive director of the Company, effective July 1, 2026. As of the date of this Current Report on Form 8-K, Mr. Jordaan has not been appointed to any committee of the Board. Wynand Jordan’s director compensation consists of 200,000 restricted shares of our common stock, earned over the full 24-month term of the Director Agreement. The shares vest and are issued in arrears in four equal tranches of 50,000 shares after completion of 6, 12, 18 and 24 months of service.

Biography of Wynand Jordaan

Wynand Johannes Jordaan, age 44, has been our director since July 1, 2026

Mr. Jordaan brings more than 20 years of experience in enterprise software development, systems architecture, cloud infrastructure, and technology leadership. Throughout his career, he has successfully designed and delivered mission-critical software platforms across the financial services, healthcare, insurance, logistics, geographic information systems (GIS), and enterprise software sectors.

Since May 2018, Mr. Jordaan has served as the Founder and Director of Acheron Systems (Pty) Ltd, a Pretoria-based software engineering and technology consultancy specializing in enterprise software development, cloud-native applications, systems integration, and solution architecture. Under his leadership, Acheron Systems has delivered custom technology solutions for clients across multiple industries while providing strategic guidance on software architecture, cloud infrastructure, DevOps, and digital transformation initiatives.

From February 2019 to June 2023, Mr. Jordaan served as Chief Software Architect at Digiflo Solutions, where he led the architecture and implementation of enterprise-scale software platforms. During his tenure, he established software architecture standards, guided technical strategy, and oversaw the delivery of highly available, scalable systems supporting business-critical operations.

Prior to this, Mr. Jordaan served as Senior Programmer at Fourier Systems (Pty) Ltd from July 2005 to April 2019. During nearly fourteen years with the company, he developed geographic information systems (GIS), real-time distributed applications, client-server platforms, and specialized business software while contributing to numerous large-scale enterprise projects.

Mr. Jordaan holds a Bachelor of Commerce (Honours) degree in Informatics from the University of Pretoria and possesses extensive expertise in C#, .NET, Microsoft Azure, SQL Server, distributed systems, API integration, cloud infrastructure, DevOps, and enterprise software architecture.

2

No Arrangements or Understandings

There are no arrangements or understandings between Mr. Jordaan and any other person pursuant to which he was appointed as a director of the Company. There are no family relationships between Mr. Jordaan and any director or executive officer of the Company that would require disclosure under Item 401(d) of Regulation S-K.

Since the beginning of the Company's last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Jordaan had or will have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 3, 2026, the Company will issue a press release announcing the appointment of Mr. Jordaan as a non-executive director of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of UPAY, Inc. dated July 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURE

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.

UPAY, INC.
Date:	July 2, 2026
By:	/s/ Jaco Fölscher
Name:	Jaco Fölscher
Title:	Chief Executive Officer

4

Exhibit 99.1

UPAY Inc. Announces Appointment of Wynand Jordaan as Non-Executive Director

DALLAS, July 3, 2026(GLOBE NEWSWIRE) — UPAY Inc. (“UPAY” or the “Company”) (OTCQB: UPYY), a technology-focused company with interests in fintech, compliance, software platforms and digital infrastructure, is pleased to announce the appointment of Wynand Johannes Jordaan as a non-executive director of the Company, effective  July 1, 2026.

Mr. Jordaan is the founder and director of Acheron Systems (Pty) Ltd, a South African software development company, and brings more than two decades of experience in software development, systems architecture, cloud infrastructure and technology project leadership. His appointment strengthens UPAY’s board-level technology, software architecture, systems design and digital infrastructure expertise as the Company continues to expand its technology-driven businesses and international software development capabilities.

Mr. Jordaan holds a BCom Informatics (Hons) degree from the University of Pretoria. His professional experience includes software architecture, cloud-native applications, Microsoft Azure, SQL Server, distributed systems, API integrations, microservices, high-availability environments, disaster recovery planning and enterprise platform development. He has delivered software solutions across multiple sectors, including financial services, insurance, healthcare, logistics, GIS and enterprise resource planning systems.

Prior to founding Acheron Systems, Mr. Jordaan served as Chief Architect at Digiflo Solutions, where he was responsible for the design and deployment of highly available enterprise systems and the establishment of architectural standards for software delivery. He also served as Senior Developer at Fourier Systems, where he developed GIS platforms, real-time client-server applications and specialized business systems.

As founder and director of Acheron Systems, Mr. Jordaan has been involved in software architecture, technical strategy, cloud infrastructure, security implementation, development governance, project delivery and team mentoring. His experience also includes the adoption of modern software engineering practices, including AI-assisted development workflows.

UPAY believes Mr. Jordaan’s appointment provides several potential  strategic benefits, including:

· strengthened board-level technology and software architecture expertise;

· enhanced oversight of software development, systems scalability and cloud infrastructure;

· additional experience in technology strategy, cybersecurity, disaster recovery and business continuity;

· practical insight into software commercialization, platform development and technology investment;

· support for UPAY’s software development and technology expansion initiatives; and

· continued alignment with the Company’s broader Petra Software and Acheron Systems strategy.

Jaco Fölscher, Chief Executive Officer of UPAY Inc., commented:

“We are very pleased to welcome Wynand to the UPAY board. Wynand brings deep technical knowledge, strong software architecture experience and practical leadership across complex software environments. His background in cloud infrastructure, enterprise systems, fintech development and scalable technology platforms will be highly valuable as UPAY continues to build and expand its technology foundation. His appointment is a further step in strengthening the Company’s software and digital infrastructure capabilities.”

Wynand Jordaan commented:

“I am excited to join the UPAY board and to contribute to the Company’s technology strategy and software development initiatives. UPAY is building a strong technology platform, and I look forward to supporting the Company’s growth, systems architecture and international software commercialization opportunities.”

The Company expects Mr. Jordaan’s appointment to support UPAY’s long-term strategy of building and owning technology platforms that serve the financial services, compliance, software and digital infrastructure sectors.

About UPAY Inc.

UPAY Inc. is a publicly traded company quoted on the OTCQB under the ticker symbol UPYY. The Company is focused on building and expanding technology-driven businesses, with interests in fintech infrastructure, software platforms, compliance solutions and related digital services.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements regarding future growth, technology development, software development capabilities, commercialization opportunities, platform development, strategic benefits, board contribution and the anticipated benefits of Mr. Jordaan’s appointment. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Forward-looking statements are not guarantees of future performance, and readers should not place undue reliance on them. UPAY undertakes no obligation to update or revise any forward-looking statements, except as required by law.

Investor and Media Relations

UPAY INC.

Investor and Media Relations

info@upaytechnology.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 42.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 36.8 KB