UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January ~~December 28~~31, ~~2012~~ 2013

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CAREPAYMENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-16781	91-1758621
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
5300 Meadows Rd., Suite 400, Lake Oswego, Oregon		97035
(Address of principal executive offices)		(Zip Code)

5300 Meadows Rd., Suite 400, Lake Oswego, Oregon	97035
(Address of principal executive offices)	(Zip Code)

(503) 419-3505

(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

OnAs ~~December~~reported 28on its Current Report on Form 8-K filed on January 4, ~~2012~~2013, CarePayment Technologies, Inc., an Oregon corporation (the "Company"), mailed a Notice of Redemption (the "Notice") to the holders of its Series D Convertible Preferred Stock (the "Series D Preferred") on December 28, 2012. The Notice ~~informs~~informed each holder of the ~~Company's~~ Series D Preferred that, pursuant to the provisions of the Company's Second Amended and Restated Certificate of Designation for the Series D Preferred (the "Certificate of Designation"), the Company ~~will~~would redeem all outstanding shares of Series D Preferred on January 31, 2013 (the "Redemption Date") at a redemption price of $11.38 per share, which iswas calculated pursuant to the Certificate of Designation as the sum of $10.00 plus all cumulative unpaid dividends as of January 1, 2013.

~~The~~Pursuant ~~Notice was delivered pursuant~~ to the Certificate of Designation, ~~which~~each ~~requires the Company to redeem all outstanding shares of Series D Preferred during January 2013 out of legally available funds. Each~~ holder of the Series D Preferred ~~has~~had the option to convert his, her or its shares of Series D Preferred into shares of the Company's Class A Common Stock, no par value per share (the "Class A Common"), at any time before 5:00 p.m., Pacific Time, on the Redemption Date pursuant to the conversion formula set forth in the Certificate of Designation. As ~~The~~of ~~holders~~January of31, ~~790~~2013,~~720~~ ~~shares~~all ofpreviously ~~Series~~issued Dand ~~Preferred~~outstanding ~~have delivered to the Company notices of their election to convert their~~ shares of Series D Preferred have been converted into shares of Class A Common. ~~The~~pursuant ~~Company~~to ~~believes~~notices ~~that~~to itconvert ~~will~~properly ~~obtain~~delivered ~~the up~~ to ~~$4,657,606 necessary~~the toCompany ~~complete~~by the ~~redemption~~holders of the ~~remaining unconverted shares of~~ Series D Preferred ~~on the Redemption Date through additional debt from~~(collectively, ~~and/or~~ the ~~sale~~"Conversions"). ~~of additional equity to~~Accordingly, the Company's ~~principal~~did ~~shareholders,~~not ~~which~~redeem ~~are~~any ~~affiliates~~shares of ~~Aequitas~~Series ~~Holdings, LLC~~D ~~("Holdings").~~Preferred Ason of the ~~date~~Redemption Date ~~of this Current Report on Form 8-K~~and, ~~Holdings~~as ~~and its affiliates beneficially own approximately 94%~~ of ~~the~~January ~~issued~~31, ~~and~~2013, ~~outstanding~~no shares of ~~Class~~Series AD ~~Common~~Preferred ~~and~~remain ~~control~~issued ~~approximately~~and ~~98% of the Company's voting rights on a fully-diluted basis~~outstanding.

~~For~~The ~~additional~~Company ~~information~~previously ~~regarding~~disclosed in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that, if the ~~mandatory~~Company ~~redemption~~failed to redeem the Series D Preferred by the Redemption Date, the holders of the Series D Preferred, ~~refer~~would have the right to exchange (the "Exchange Right") their shares of Series D Preferred for up to a 99% ownership interest in CP Technologies, LLC, an Oregon limited liability company ("CP Technologies"), which is the Company's ~~Second~~operating ~~Amended~~subsidiary. ~~and~~As ~~Restated~~previously ~~Certificate~~disclosed, ofthe ~~Designation~~exercise ~~included~~of asthe anExchange ~~exhibit~~Right towould have had a material adverse effect on the Company because most of the Company's ~~Current~~revenues ~~Report~~are generated onby ~~Form~~CP ~~8-K~~Technologies' ~~filed~~operations. ~~August~~As 4a result of the Conversions, ~~2010~~the Exchange Right no longer exists and, therefore, the Company no longer faces any risk relating to exercise of the Exhange Right by the holders of the Series D Preferred if the Company failed to redeem the Series D Preferred.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~CarePayment Technologies, Inc.~~	CarePayment Technologies, Inc.
	~~(Registrant)~~	(Registrant)
Date: January 4, 2013	/s/ Patricia J. Brown
Date: February 6, 2013		/s/ Patricia J. Brown
	~~Patricia J. Brown~~	Patricia J. Brown
	~~Chief Financial Officer~~	Chief Financial Officer

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