John Paul DeJoria Family Trust 3
3 · REGO PAYMENT ARCHITECTURES, INC. · Filed May 26, 2023
Insider Transaction Report
Form 3
John Paul DeJoria Family Trust
10% Owner
Holdings
- 10,005,555
Common Stock, par value $0.0001 per share
Series A Cumulative Convertible Preferred Stock
Exercise: $0.90→ Common Stock (1,111,111 underlying)4% Convertible Notes currently due 10/31/2023
Exercise: $0.90→ Common Stock (666,667 underlying)Series B Cumulative Convertible Preferred Stock
Exercise: $0.90→ Common Stock (4,444,522 underlying)
Footnotes (7)
- [F1]Each share of the Issuer's Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") is currently convertible into 111 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 A Preferred Stock, such Series A 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 A 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 A Preferred Stock. The Series A Preferred Stock has no expiration date.
- [F3]Each share of the Issuer's Series B Cumulative Convertible Preferred Stock (the "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.
- [F4]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.
- [F5]The 4% Convertible Notes currently due October 31, 2023 (the "4% Convertible Notes"), accrue interest at 4% per annum and are convertible by the holder thereof, at any time, into shares of the Issuer's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share, subject to certain anti-dilution adjustments. Currently, upon issuance, each share of Series C Preferred Stock would be convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments.
- [F6]Pursuant to the Certificate of Designation governing the Series C Preferred Stock, such Series C 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 C 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 C Preferred Stock. The Series C Preferred Stock has no expiration date.
- [F7]Represents the number of shares of Common Stock into which the 4% Convertible Notes are ultimately convertible.