Sec Form 3 Filing - John Paul DeJoria Family Trust @ REGO PAYMENT ARCHITECTURES, INC. - 2023-05-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person John Paul DeJoria Family Trust 2. Issuer Name and Ticker or Trading Symbol REGO PAYMENT ARCHITECTURES, INC. [ RPMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 109 W 7TH STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2023 (Street) GEORGETOWN, TX78626 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 10,005,555 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Cumulative Convertible Preferred Stock $ 0.9 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,111,111 D Series B Cumulative Convertible Preferred Stock $ 0.9 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 4,444,522 D 4% Convertible Notes currently due 10/31/2023 $ 0.9 ( 5 )( 6 ) ( 5 )( 6 ) Common Stock 666,667 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other John Paul DeJoria Family Trust 109 W 7TH STREET, SUITE 200 GEORGETOWN, TX78626 X Signatures /s/ Matt Bair, Attorney-in-Fact 05/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )Represents the number of shares of Common Stock into which the 4% Convertible Notes are ultimately convertible.

Remarks: To provide additional context and facilitate understanding, the information contained in the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by John Paul DeJoria and the other Reporting Persons named therein in relation to securities of the Issuer on or about May 26, 2023, is incorporated reference into this Form 3. Securities reported on this Form 3 are separately reported as being beneficially owned by John Paul DeJoria, as settlor and trustee of the Reporting Person.The number of shares of Common Stock of the Issuer ("Common Stock") that are potentially issuable to the Reporting Person upon the conversion of convertible preferred stock of the Issuer are based on information provided by the Issuer. The Reporting Person disclaims responsibility for the accuracy of the information provided by the Issuer.Notwithstanding the number of shares of Common Stock reflected in this Form 3 as being owned by the Reporting Person, the Reporting Person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series B Preferred Stock or the Series C Preferred Stock to the extent that upon such conversion the number of shares of Common Stock beneficially owned by the Reporting Person and its affiliates, in the aggregate, would exceed the applicable Maximum Percentage.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.