DeJoria Group Amends Rego Payment Architectures Stake

TL;DR

DeJoria's trusts updated their Rego Payment stake on 5/16.

AI Summary

On May 16, 2024, John Paul DeJoria, through various trusts including JDP 2019 GIFT TRUST and JP'S NEVADA TRUST, filed an amendment to Schedule 13D concerning Rego Payment Architectures, Inc. This filing indicates a change in beneficial ownership, with DeJoria's group now holding a significant stake in the company's common stock.

Why It Matters

This filing signals a potential shift in control or influence for Rego Payment Architectures, Inc., as a prominent figure like John Paul DeJoria increases or clarifies his stake.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant individuals can lead to increased volatility and strategic shifts within the company.

Key Players & Entities

• John Paul DeJoria (person) — Filer and beneficial owner
• Rego Payment Architectures, Inc. (company) — Subject company
• JDP 2019 GIFT TRUST (company) — Group member filing
• JOHN PAUL DEJORIA FAMILY TRUST (company) — Group member filing
• JP'S NEVADA TRUST (company) — Group member filing
• JPD FAMILY OFFICE SERVICES, LLC (company) — Group member filing

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $90.00 — to adjustment), at a purchase price of $90.00 per share, pursuant to a Securities Pur
• $6,952,684 — eing held by each of them directly, are $6,952,684.93, $11,111,791.00, $5,000,000.00 and $
• $11,111,791 — ch of them directly, are $6,952,684.93, $11,111,791.00, $5,000,000.00 and $4,000,000.00, re
• $5,000,000.00 — tly, are $6,952,684.93, $11,111,791.00, $5,000,000.00 and $4,000,000.00, respectively, or $27
• $4,000,000 — 4.93, $11,111,791.00, $5,000,000.00 and $4,000,000.00, respectively, or $27,064,475.93 in
• $27,064,475.93 — .00 and $4,000,000.00, respectively, or $27,064,475.93 in the aggregate. Mr. DeJoria used his
• $152,685 — Stock (subject to adjustment), and (b) $152,685 aggregate principal amount of convertib
• $600,000 — Stock (subject to adjustment), and (d) $600,000 aggregate principal amount of convertib

Filing Documents

• tm2414804d1_sc13da.htm (SC 13D/A) — 96KB
• 0001104659-24-063335.txt ( ) — 98KB

is hereby amended

Item 3 is hereby amended and restated in its entirety to read as follows: On May 16, 2024, the Gift Trust purchased from the Company 38,889 shares of Series B Cumulative Convertible Preferred Stock of the Company, convertible into 3,888,900 shares of Common Stock (subject to adjustment), at a purchase price of $90.00 per share, pursuant to a Securities Purchase Agreement. The respective amounts of funds expended by Mr. DeJoria, the Family Trust, the Nevada Trust and the Gift Trust to acquire the securities of the Company reported herein as being held by each of them directly, are $6,952,684.93, $11,111,791.00, $5,000,000.00 and $4,000,000.00, respectively, or $27,064,475.93 in the aggregate. Mr. DeJoria used his personal funds for his acquisitions and the Family Trust, the Nevada Trust and the Gift Trust used cash on hand, cash contributed by Mr. DeJoria or a combination of the foregoing for their respective acquisitions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

is hereby amended

Item 5 is hereby amended and restated in its entirety to read as follows: (a)The responses under Item 3 above and Item 6 below are incorporated herein by reference. The numbers of shares of Common Stock that are potentially issuable to any Reporting Person upon the conversion of convertible preferred stock of the Company or the exercise of options granted by the Company are based upon information provided by the Company. The terms of the convertible preferred stock of the Company held by the Reporting Persons contain provisions which restrict the conversion of such stock to the extent that, after giving effect to such conversion, the holder (together with the holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Accordingly, notwithstanding the number of shares of Common Stock reflected in this Schedule 13D or on the cover pages hereof as being owned by any Reporting Person, such Reporting Person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of such convertible preferred stock of the Company to the extent that upon such conversion the number of shares of Common Stock beneficially owned by such Reporting Person and its affiliates, in the aggregate, would exceed the Maximum Percentage. By written notice to the Company, the holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (x) any such increase will not be effective until the sixty-first day after such notice is delivered to the Company and (y) any such increase or decrease will apply only to the holder and not to any other holder of such convertible preferred stock. As of the date of this Schedule 13D, Mr. DeJoria beneficially owns an aggregate of 35,540,417 shares of Common Stock (the “DeJoria Shares”), of which 17,148,412 are outstanding sh

View Full Filing

View this SC 13D/A filing on SEC EDGAR