AppTech Payments (OTCQB: APCX) outlines Infinitus Pay deal terms and pro formas

Rhea-AI Filing Summary

AppTech Payments Corp. completed the acquisition of Infinitus Pay Inc., buying all of its shares under a stock purchase and share exchange agreement. The company agreed to pay $2,000,000 in cash at closing, less any indebtedness, issue 1,000,000 newly issued common shares as closing consideration, and grant 4,000,000 additional newly issued common shares subject to lock-up restrictions.

The sellers also received warrants to purchase up to 4,000,000 common shares at an exercise price of $3.00 per share, exercisable for five years once the common stock closes at or above $3.00 per share on the public market where it is registered. An additional $1,000,000 in cash is payable if Infinitus revenue reaches at least $300,000 per month for three consecutive months after closing.

This amendment updates the earlier report by adding audited financial statements of Infinitus, unaudited interim financials, and unaudited pro forma financial statements for AppTech reflecting the Infinitus acquisition.

Insights

M&A and capital structure analyst

AppTech adds Infinitus via cash, stock, warrants and revenue-based earn-out.

AppTech Payments acquired all shares of Infinitus Pay Inc. using a mix of cash, equity, and warrants. The consideration includes $2,000,000 cash at closing (less indebtedness), 1,000,000 common shares, and 4,000,000 locked-up common shares issued to the sellers.

The agreement also grants warrants for up to 4,000,000 shares at $3.00 per share, exercisable for five years once the stock closes at or above $3.00 on its public market. A contingent cash payment of $1,000,000 is tied to Infinitus generating at least $300,000 monthly revenue for three consecutive months after the October 31, 2025 closing.

This amendment primarily supplies audited Infinitus financials and unaudited pro forma statements for December 31, 2024 and September 30, 2025, helping readers see how Infinitus would have affected AppTech’s historical balance sheet and income statement over those periods.

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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): October 31, 2025

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, including 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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by AppTech Payments Corp. (“AppTech” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 5, 2025 (the “Original Form 8-K”).  The Original Form 8-K reported, among other things, the completion by the Company on October 31, 2025 of its acquisition of Infinitus Pay Inc., a Colorado corporation (“Infinitus”).  The acquisition was effectuated pursuant to the Stock Purchase and Share Exchange Agreement (the “Agreement”), dated as of October 31, 2025 (the “Agreement”), between AppTech, Infinitus and the owners of the capital stock of  Infinitus (the “Shareholders”).

The Company purchased all of the respective shares of Infinitus held by the Shareholders in exchange for the following total consideration: (a) an aggregate amount equal to $2,000,000, less any Indebtedness (as defined in the Agreement) of the Company paid in cash by wire transfer in immediately available funds at the closing; (b) (i) an aggregate of One Million (1,000,000) newly-issued shares of the Company’s Common Stock (the “Closing Date Shares”), and (ii) an aggregate of Four Million (4,000,000) newly-issued shares of the Company’s Common Stock (the “Lock-Up Shares”), provided, however, that the Shareholders shall be prohibited from selling such Lock-Up Shares except in accordance with the terms and conditions of the Lock-Up Agreement entered into by each Shareholder; (c) warrants to purchase up to another Four Million (4,000,000) Shares, in the aggregate, at an exercise price of $3.00 per share, which warrants shall have a term of five (5) years and shall become exercisable on the first day after the Company Common Stock closes at or above $3.00 per share on the public market which it is then-registered; and (d) an aggregate amount equal to $1,000,000, in cash by wire transfer of immediately available funds, not later than ten (10) business days after the date that Infinitus Revenue (as defined in the Agreement) is equal to or greater than $300,000 of revenue per month for three (3) consecutive months following the closing date.

This Current Report on Form 8-K/A amends and restates Item 9.01 of the Original Form 8-K to present certain financial statements of Infinitus and to present certain unaudited pro forma financial statements of the Company in connection with the Company’s acquisition of Infinitus, which audited financial statements and unaudited pro forma financial statements are filed as exhibits hereto and are incorporated herein by reference. All of the other items in the Original Form 8-K remain the same and are hereby incorporated by reference into this Current Report on Form 8-K/A.

The press release is available at the Company’s website, www.apptechcorp.com.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The following financial statements of Infinitus Pay, Inc are filed as Exhibit 99.1 to this Current Report on Form 8-K/A:

(i) Audited financial statements for the period from July 30, 2024 through December 31, 2024.

(ii) Unaudited financial statements as of and for the nine months ended September 30, 2025.

(b) Pro Forma Financial Information

The following unaudited pro forma financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K/A:

(i) Unaudited pro forma balance sheet as of December 31, 2024 and September 30, 2025.

(ii) Unaudited pro forma income statement for the period from July 30, 2024 through December 31, 2024  and the nine months ended September 30, 2025.

(d) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit No.		Description
99.1		Financial Statements of Infinitus Pay Inc
99.2		Pro Forma Financial Statements
99.3		Press Release Dated November 5, 2025 (incorporated by reference to the Company’s Form 8-K filed on November 5, 2025)
104*		Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

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

Date: February 3, 2026	APPTECH PAYMENTS CORP.
	By:	/s/ Thomas DeRosa
		Thomas DeRose, Chief Executive Officer

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FAQ

What acquisition did AppTech Payments Corp. (APCX) complete involving Infinitus Pay Inc.?

AppTech Payments Corp. completed the acquisition of Infinitus Pay Inc. by purchasing all Infinitus shares from its shareholders. The deal used a mix of cash, newly issued AppTech common stock, warrants, and a contingent cash payment tied to Infinitus’ future revenue performance after closing.

How much cash is AppTech (APCX) paying for the Infinitus Pay acquisition?

AppTech agreed to pay an aggregate cash amount of $2,000,000 at closing, reduced by any indebtedness defined in the agreement. It also committed to an additional $1,000,000 cash payment if Infinitus reaches at least $300,000 in monthly revenue for three consecutive months after closing.

How many AppTech (APCX) shares are issued to Infinitus Pay shareholders?

Infinitus shareholders receive 1,000,000 newly issued AppTech common shares as closing consideration and 4,000,000 additional newly issued common shares designated as Lock-Up Shares. The Lock-Up Shares are subject to restrictions that limit sales under the terms of separate lock-up agreements.

What warrants were issued in the AppTech (APCX)–Infinitus Pay transaction?

The sellers received warrants to purchase up to 4,000,000 AppTech common shares at an exercise price of $3.00 per share. These warrants have a five-year term and become exercisable once AppTech’s common stock closes at or above $3.00 on the public market where it is registered.

What revenue milestone triggers the additional $1,000,000 payment in the AppTech (APCX) deal?

AppTech will pay an additional $1,000,000 in cash if Infinitus Revenue reaches at least $300,000 per month for three consecutive months after closing. This milestone is defined in the acquisition agreement and ties part of the consideration to Infinitus’ post-closing performance.

What financial statements does AppTech (APCX) provide in this 8-K/A for Infinitus Pay?

AppTech files audited financial statements of Infinitus Pay for the period from July 30, 2024 through December 31, 2024, and unaudited financial statements for the nine months ended September 30, 2025. It also includes unaudited pro forma balance sheets and income statements reflecting the Infinitus acquisition.