UPAY 8-K

What Happened
UPAY, Inc. announced on its Form 8‑K that the Board appointed Wynand Johannes Jordaan as a non‑executive director effective July 1, 2026. The company will issue a press release on July 3, 2026 announcing the appointment.

Key Details

• Appointment effective date: July 1, 2026.
• Director compensation: 200,000 restricted shares of common stock, earned over a 24‑month director agreement and issued in arrears in four equal tranches of 50,000 shares after 6, 12, 18 and 24 months of service.
• Board role: Non‑executive director; as of the 8‑K filing, Mr. Jordaan was not appointed to any Board committee.
• Background: Age 44, 20+ years in enterprise software and cloud architecture; founder of Acheron Systems (since May 2018); former Chief Software Architect at Digiflo Solutions (Feb 2019–June 2023); long tenure at Fourier Systems (2005–2019). Holds a B.Com (Hons) in Informatics from the University of Pretoria.
• Governance disclosures: No arrangements or understandings related to his appointment, no family relationships requiring disclosure, and no related‑party transactions since the start of the company’s last fiscal year.

Why It Matters
This is a governance update: the Board added a technology and architecture executive with enterprise software experience, which may be relevant to UPAY’s product and technology strategy. Investors should note the issuance of 200,000 restricted shares as director compensation, which will vest over two years and could dilute existing shareholders as shares are issued. The 8‑K also includes a public press release (Exhibit 99.1) to announce the appointment.