ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 13, 2023, Rego Payment Architectures, Inc. (the "Company") entered into an Investor Private Line of Credit agreement (the "LOC Agreement") with James Davison (the "Lender"). The Lender is an existing shareholder of the Company.

Pursuant to the LOC Agreement, the Lender may extend unsecured loans to the Company in the amount of up to twenty million dollars ($20,000,000) which may be drawn upon by the Company for a period of one year in order to provide additional capital to facilitate the Company's operations. Drawings may be made by the Company as long as there has not been any material change in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7% per annum.

Drawings under the LOC Agreement must be repaid in full: (i) upon the execution and completion of a sale, merger or other transaction of the Company whereby the Company transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction (a "Change of Control") or (ii) if a Change of Control does not occur within one year from the date hereof, the Company will repay any amounts outstanding within sixty (60) days.

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




ITEM 8.01.  Other Events.

On March 16, 2023, the Company issued a press release announcing the matter described in this Current Report on Form 8-K. A copy of the foregoing press release is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.





(d)     Exhibits - The following exhibits are filed as part of this report:



Exhibit No.      Description of Exhibit

10.1          Investor Private Line of Credit dated March 13, 2023 between Rego
            Payment Architectures, Inc. and James Davison
99.1          Press Release issued on March 16, 2023
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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