{"url_path":"/sec/upyy/8-k/2026-07-02/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1677897/0001575872-26-000483-index.html","accession_number":"0001575872-26-000483","cik":"0001677897","ticker":"UPYY","issuer_name":"UPAY","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677897/0001575872-26-000483-index.html","primary_entity_key":"0001677897","primary_entity_name":"UPAY"},"word_count":507,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\n(d) Appointment of Director.\n\n \n\nOn July 1, 2026, the Board of Directors (the “Board”) of UPAY, Inc. (the “Company”) appointed Wynand Johannes Jordaan as a non-executive director of the Company, effective July 1, 2026. As of the date of this Current Report on Form 8-K, Mr. Jordaan has not been appointed to any committee of the Board.\n\nWynand Jordan’s director compensation consists of 200,000 restricted shares of our common stock, earned over the full 24-month term of the Director Agreement. The shares vest and are issued in arrears in four equal tranches of 50,000 shares after completion of 6, 12, 18 and 24 months of service.\n\n \n\nBiography of Wynand Jordaan\n\n \n\nWynand Johannes Jordaan, age 44, has been our director since July 1, 2026\n\n \n\nMr. Jordaan brings more than 20 years of experience in enterprise software development, systems architecture, cloud infrastructure, and technology leadership. Throughout his career, he has successfully designed and delivered mission-critical software platforms across the financial services, healthcare, insurance, logistics, geographic information systems (GIS), and enterprise software sectors.\n\n \n\nSince May 2018, Mr. Jordaan has served as the Founder and Director of Acheron Systems (Pty) Ltd, a Pretoria-based software engineering and technology consultancy specializing in enterprise software development, cloud-native applications, systems integration, and solution architecture. Under his leadership, Acheron Systems has delivered custom technology solutions for clients across multiple industries while providing strategic guidance on software architecture, cloud infrastructure, DevOps, and digital transformation initiatives.\n\n \n\nFrom February 2019 to June 2023, Mr. Jordaan served as Chief Software Architect at Digiflo Solutions, where he led the architecture and implementation of enterprise-scale software platforms. During his tenure, he established software architecture standards, guided technical strategy, and oversaw the delivery of highly available, scalable systems supporting business-critical operations.\n\n \n\nPrior to this, Mr. Jordaan served as Senior Programmer at Fourier Systems (Pty) Ltd from July 2005 to April 2019. During nearly fourteen years with the company, he developed geographic information systems (GIS), real-time distributed applications, client-server platforms, and specialized business software while contributing to numerous large-scale enterprise projects.\n\n \n\nMr. Jordaan holds a Bachelor of Commerce (Honours) degree in Informatics from the University of Pretoria and possesses extensive expertise in C#, .NET, Microsoft Azure, SQL Server, distributed systems, API integration, cloud infrastructure, DevOps, and enterprise software architecture.\n\n \n\n2\n\nNo Arrangements or Understandings\n\n \n\nThere are no arrangements or understandings between Mr. Jordaan and any other person pursuant to which he was appointed as a director of the Company. There are no family relationships between Mr. Jordaan and any director or executive officer of the Company that would require disclosure under Item 401(d) of Regulation S-K.\n\n \n\nSince the beginning of the Company's last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Jordaan had or will have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K."}