RPMT Rego Payment Architectures Inc (QB)

ITEM 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2020, David Knight resigned as Chief Executive Officer, President, Secretary and Chairman of the Board of Rego Payment Architectures, Inc. (the “Company”). The Company thereupon appointed existing director Gerald Hannahs as Chairman of the Board.

Mr. Knight will assume the position of Chief of Marketing of the Company. In connection with the foregoing, on August 11, 2020, Mr. Knight entered into an agreement with the Company (the “Agreement”) confirming that he has been paid in full for all previous salary, vacation pay, and bonuses. The Chief of Marketing position is an at will position and provides for no compensation; except that, if there is a change in control of the Company (a “Trigger Event”), the Company shall pay Mr. Knight $200,000 (the “Payment”). Such Payment will be accelerated as follows: (a) in the event that prior to a Trigger Event, the Company raises financing of at least fifteen million dollars ($15,000,000), Mr. Knight shall receive $100,000 of the $200,000 amount; and (b) in the event that prior to Trigger Event, the Company raises financing of at least twenty million dollars ($20,000,000), Mr. Knight shall receive the balance of the $200,000 amount.

The description of the foregoing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10.1 to this Report.

Appointment of Interim CEO

On August 11, 2020, the Company appointed Peter S. Pelullo as interim Chief Executive Officer to fill the vacancy created by Mr. Knight’s resignation. It is the intention of the Company to identify a permanent Chief Executive Officer candidate with appropriate payments and technological experience as soon as is practical to facilitate the commercial launch of the Company’s payment platform.

Mr. Pelullo, age 68, has been an entrepreneur for the past 20 plus years. While his career has focused in the media and telecommunications industries, Mr. Pelullo has had extensive experience in both the construction and food and beverage industries. Mr. Pelullo was an original founder of the Company. He has extensive experience in corporate finance, operating a public company, strategic planning, cash flow management and international business development. Mr. Pelullo was also the founder of Alpha International Recording Studio’s which he merged with the world renowned Sigma Sound Studio who created the “Sound of Philadelphia”. He also created Philly World Records (an independent record label), which he sold to MCA Records. Mr. Pelullo also has years of experience in the real estate sector as well as restructuring and work out services for companies that need to return to solvency and stable operations. He also established the Let Go Let Peace Come In Foundation in April 2008.