Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

On December 27, 2019, Rego Payment Architectures, Inc. (the "Company") entered into and delivered a Convertible Debenture dated as of December 15, 2019 (the "Note") in favor of Nehemiah Partners I, LP (the "Holder"). At closing, the Holder purchased the Note from Company for consideration of $500,000 less reimbursement of $10,000 of legal fees of the Holder, resulting in net proceeds to the Company of $490,000. At closing, the Company also issued to the Holder a 2 year warrant to purchase 350,000 shares of the Company's common stock with an exercise price of $0.90 per share.

The Note provides that the Company shall repay to the Holder on February 15, 2020 (the "Maturity Date") the amount of $550,000, together with interest at the rate of 10% per annum. The Note also provides that the Holder may convert the outstanding principal and interest thereunder at any time into an equivalent principal amount of the Company's outstanding class of 4% Secured Convertible Promissory Notes (the "4% Notes").

The Note also provides the Holder with certain additional rights consisting of:

· An option, which expires 24 months after payment or conversion of the Note, to


   purchase up to $10,000,000 of additional debentures which would grant the
   Holder the right to convert such debentures into cashless-exercise warrants
   that pay, upon a Deemed Liquidation Event, an amount per share equal to 600% of
   the $0.90 exercise price of such warrants.

· The right to share with the Company on a 50/50 basis, revenue derived from a


   proposed Norwegian joint venture, up to a maximum payment of $500,000 (the "JV
   Payment"). The Holder also has the right to convert such JV Payment into 4%
   Notes.

· An option, which expires December 15, 2022, to purchase for $3,000,000, a


   fifteen percent interest in the revenues of a proposed joint venture with
   certain Scandinavian financial institutions.

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

Item 9.01 Financial Statements and Exhibits






(d)    Exhibits

Exhibit Number Name of Exhibit



10.1             Convertible Debenture dated as of December 15, 2019 issued by
               Rego Payment Architectures, Inc. in favor of Nehemiah Partners I,
               LP




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