AppTech Payments (OTCQB: APCX) reshapes board leadership and executive pay terms

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

AppTech Payments Corp. filed an amended report to update its disclosure on recent leadership and governance changes. The Board designated Albert L. Lord as Executive Chairman, meaning he is no longer treated as an independent director and will leave the Compensation Committee.

The Board also formalized employment arrangements for Chief Executive Officer Thomas DeRosa and Chief Operating Officer Anthony Shall. Mr. DeRosa’s arrangement includes a $384,000 annual base salary, while Mr. Shall’s includes a $240,000 annual base salary, with both eligible for discretionary bonuses and equity and benefit plans.

In addition, the Board appointed former KPMG partner Robert J. Lipstein, age 70, as an independent Class II director and Chairman of the Audit Committee. The filing notes his extensive accounting, regulatory and board experience, and states there are no related-party or compensatory arrangements beyond the company’s standard non-employee director program.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO base salary: $384,000 per year COO base salary: $240,000 per year Advisory unit revenue: $250 million per year +4 more

7 metrics

CEO base salary $384,000 per year Annual base salary for Chief Executive Officer Thomas DeRosa

COO base salary $240,000 per year Annual base salary for Chief Operating Officer Anthony Shall

Advisory unit revenue $250 million per year Annual revenue of KPMG advisory unit previously led by Robert J. Lipstein

Employees overseen at KPMG More than 2,000 employees Size of KPMG advisory unit led by Robert J. Lipstein

New director age 70 years Age of newly appointed director Robert J. Lipstein

Warrant exercise price $4.15 per share Exercise price of each APCXW warrant for one common share

Common stock par value $0.001 per share Par value of AppTech Payments common stock

Key Terms

Executive Chairman, independent director, Compensation Committee, equity incentive, +2 more

6 terms

Executive Chairman financial

"including the designation of Albert L. Lord as Executive Chairman of the Company"

An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.

independent director financial

"Mr. Lord will no longer be considered an independent director under applicable corporate governance standards"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Compensation Committee financial

"will no longer be considered an independent director ... and will step down from the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

equity incentive financial

"eligibility for discretionary bonus compensation and participation in the Company’s equity incentive and employee benefit plans"

Equity incentive is a form of pay that gives employees or executives a stake in the company through stock or the right to buy stock, often granted with conditions that spread out over time. It matters to investors because it aligns workers’ interests with shareholders—encouraging growth and retention—but can also affect share count and profits when new shares are issued, similar to giving team members a slice of the company pie that can grow or dilute others’ slices.

Audit Committee financial

"The Board also appointed Mr. Lipstein as Chairman of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

emerging growth company financial

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/19/2026 - 04:34 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39158

65-0847995

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5876 Owens Ave, Suite 100

Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (760) 707-5959

Not Applicable

(Former name or former address, if changed since last report)

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:

	☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	APCX	OTCQB
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15	APCXW	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by AppTech Payments Corp. (the “Company”) on May 8, 2026. The purpose of this Amendment is to restate Item 5.02 in its entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2026, the Board of Directors (the “Board”) of AppTech Payments Corp. (the “Company”) discussed and approved certain executive leadership and governance matters, including the designation of Albert L. Lord as Executive Chairman of the Company. In connection with such designation, Mr. Lord will no longer be considered an independent director under applicable corporate governance standards and will step down from the Compensation Committee.

In connection with such actions, the Board ratified employment arrangements for Thomas DeRosa, the Company’s Chief Executive Officer, and Anthony Shall, the Company’s Chief Operating Officer. The Company previously employed Mr. DeRosa and Mr. Shall in their respective executive officer roles, and the arrangements formalize certain terms of their continuing employment with the Company.

Effective May 4, 2026, the Company entered into an employment arrangement with Mr. DeRosa pursuant to which he will continue to serve as Chief Executive Officer of the Company. The arrangement contemplates an annual base salary of $384,000 and eligibility for discretionary bonus compensation and participation in the Company’s equity incentive and employee benefit plans.

Effective May 4, 2026, the Company entered into an employment arrangement with Mr. Shall pursuant to which he will continue to serve as Chief Operating Officer of the Company. The arrangement contemplates an annual base salary of $240,000 and eligibility for discretionary bonus compensation and participation in the Company’s equity incentive and employee benefit plans.

On May 4, 2026, the Board of Directors of the Company appointed Robert J. Lipstein to fill a vacancy on the Board, effective immediately. Mr. Lipstein will serve as an independent Class II director. The Board also appointed Mr. Lipstein as Chairman of the Audit Committee.

Mr. Lipstein, age 70, is a retired KPMG partner, where he served as Global SOX Leader and developed deep expertise across financial services, consumer/industrial sectors and information technology. During his tenure at KPMG, Mr. Lipstein led the operations of the firm’s largest advisory unit, overseeing more than 2,000 employees and approximately $250 million in annual revenue. As Global SOX Leader, he created firm-wide audit and advisory methodologies, established risk protocols and managed relationships with regulators and standard setters. He has extensive capital markets experience, including experience with SEC filings, Form S-1 registration statements, Exchange Act filings and 1940 Act matters.

Mr. Lipstein currently serves on the boards of Seacoast Banking Corporation of Florida, Firstrust Savings Bank and its subsidiaries, and The Modern Mirror, and has announced his resignation from the board of Onfolio Holdings Inc. effective May 31, 2026. He previously served on the boards of Ocwen Financial Corporation and Infrasight Software.

Mr. Lipstein holds a B.S. degree from the University of Delaware, where he was named Alumni of the Year in 1996. He is a member of the AICPA and PICPA, completed the Wharton Board Governance Program, and is an Emeritus Member of the Weinberg Center for Corporate Governance.

There are no arrangements or understandings between Mr. Lipstein and any other person pursuant to which Mr. Lipstein was appointed as a director of the Company. There are no family relationships between Mr. Lipstein and any director or executive officer of the Company, and Mr. Lipstein does not have a direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Lipstein will receive compensation for his service as a non-employee director consistent with the Company’s standard non-employee director compensation program, as described in the Company’s filings with the Securities and Exchange Commission. No compensatory arrangement was entered into with Mr. Lipstein in connection with his appointment other than such standard non-employee director compensation.

SIGNATURES

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

	APPTECH PAYMENTS CORP.

Date: May 19, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did AppTech Payments (APCX) make in this 8-K/A?

AppTech Payments updated its leadership structure by naming Albert L. Lord as Executive Chairman and appointing Robert J. Lipstein as an independent Class II director and Audit Committee chair, while confirming Thomas DeRosa and Anthony Shall in their CEO and COO roles.

How much is AppTech Payments (APCX) paying its CEO under the new arrangement?

Under the new employment arrangement, Chief Executive Officer Thomas DeRosa receives a $384,000 annual base salary, plus eligibility for discretionary bonuses and participation in AppTech Payments’ equity incentive and employee benefit plans, formalizing terms of his continuing role.

What is the new compensation for AppTech Payments (APCX) COO Anthony Shall?

Chief Operating Officer Anthony Shall’s employment arrangement includes a $240,000 annual base salary, along with eligibility for discretionary bonus compensation and participation in the company’s equity incentive and employee benefit plans, confirming key terms of his ongoing executive position.

Who is Robert J. Lipstein, newly appointed to the AppTech Payments (APCX) board?

Robert J. Lipstein is a retired KPMG partner with extensive audit, risk and capital markets experience, including leading a 2,000-employee advisory unit with about $250 million in annual revenue. He joins AppTech’s board as an independent Class II director and Audit Committee chair.

Is Albert L. Lord still considered an independent director at AppTech Payments (APCX)?

No. After being designated Executive Chairman of AppTech Payments, Albert L. Lord is no longer considered an independent director under applicable governance standards and is stepping down from the company’s Compensation Committee as part of this leadership change.

Did AppTech Payments (APCX) enter a special compensation agreement with new director Robert Lipstein?

No separate compensatory arrangement was entered with Robert J. Lipstein beyond AppTech Payments’ standard non-employee director compensation program, which the filing notes is already described in the company’s existing disclosures with the Securities and Exchange Commission.

Filing Exhibits & Attachments

4 documents