John Paul Dejoria - May 16, 2024 Form 4 Insider Report for REGO PAYMENT ARCHITECTURES, INC. (RPMT)

Role
10%+ Owner
Signature
/s/ Kevin Lange, Attorney-in-Fact
Stock symbol
RPMT
Transactions as of
May 16, 2024
Transactions value $
$3,500,010
Form type
4
Date filed
5/20/2024, 02:47 PM
Previous filing
Jul 21, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RPMT Series B Cumulative Convertible Preferred Stock Purchase $3.5M +38.9K +30.97% $90.00* 164K May 16, 2024 Common Stock 3.89M $0.90 By Trust F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.