AppTech Payments Corp. (APCX) amends 8-K to strip internal planning projections

Rhea-AI Filing Summary

AppTech Payments Corp. filed an amended current report to correct a prior disclosure related to a material agreement. The company replaced Exhibit 10.1 to its earlier report because that exhibit mistakenly included internal financial projections.

The projections were created only for internal planning and budgeting, were preliminary, unaudited and based on numerous uncertain assumptions. AppTech states they were not intended for public disclosure or for use under SEC or U.S. GAAP guidelines and indicates it does not plan to update or reaffirm them. The underlying agreement, a First Amendment to a Revenue Participation Agreement with Ascendancy Management, Inc., remains in place; the amendment otherwise leaves the original report unchanged.

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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): February 17, 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, 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. ☐

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 February 19, 2026 (the “Original Report”) solely to remove certain information in Exhibit 10.1, which contained internal financial projections that were preliminary in nature and inadvertently included in the Original Report.

The projections were prepared solely for internal planning and budgeting purposes, were preliminary in nature, were not prepared with a view toward public disclosure or compliance with published guidelines of the Securities and Exchange Commission or the accounting principles generally accepted in the United States, and were not reviewed or audited by the Company’s independent registered public accounting firm. The projections were based on numerous assumptions and estimates that are inherently uncertain and subject to significant business, economic and competitive risks.

The Company does not intend to update, reaffirm or otherwise provide guidance with respect to such projections, and investors should not place any reliance on them. 

Item 1.01 Entry into a Material Definitive Agreement.

The Exhibit 10.1 attached hereto is a replacement of Exhibit 10.1 furnished on the Original Form 8-K.

Except as described above, no other changes have been made to the Original Form 8-K, and this amendment does not modify or update any other information contained in the Original Form 8-K. This amendment should be read in conjunction with the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit No.		Description
10.1*		First Amendment to Revenue Participation Agreement, dated as of February 17, 2026, by and between the Company and Ascendancy Management, Inc.(portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)
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.

	APPTECH PAYMENTS CORP.
Date: February 23, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa, Chief Executive Officer

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FAQ

What did AppTech Payments Corp. (APCX) change in this amended 8-K/A?

AppTech Payments Corp. replaced Exhibit 10.1 to a prior report because it accidentally included internal financial projections. The new exhibit keeps the contract in place but removes those preliminary planning figures that were never meant for public disclosure or investor reliance.

Why were AppTech Payments Corp.’s internal projections removed from Exhibit 10.1?

The projections were prepared only for internal planning and budgeting and were preliminary, unaudited, and based on uncertain assumptions. AppTech states they were inadvertently included, not intended for public release, and therefore removed to avoid investor reliance on non-guidance figures.

Does this 8-K/A change AppTech Payments Corp.’s agreement with Ascendancy Management, Inc.?

The filing states that Exhibit 10.1 is a replacement of the original exhibit but still represents the First Amendment to the Revenue Participation Agreement with Ascendancy Management, Inc. Other than removing internal projections, no changes to the previously disclosed agreement are described.

How does AppTech Payments Corp. describe the removed financial projections?

AppTech describes the projections as preliminary, created solely for internal planning and budgeting, not prepared under SEC or U.S. GAAP disclosure standards, and not reviewed or audited by its independent registered public accounting firm. They were also based on numerous uncertain business and economic assumptions.

Will AppTech Payments Corp. (APCX) provide guidance based on those internal projections?

AppTech explicitly states it does not intend to update, reaffirm or otherwise provide guidance with respect to the removed projections. The company also emphasizes that investors should not place reliance on those internal, preliminary planning figures contained in the original exhibit.

What exhibits are included in this AppTech Payments Corp. 8-K/A filing?

The amended report includes a revised Exhibit 10.1, which is the First Amendment to the Revenue Participation Agreement with Ascendancy Management, Inc., and Exhibit 104, the cover page interactive data file formatted as Inline XBRL to comply with SEC technical disclosure requirements.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FIRST AMENDMENT TO REVENUE PARTICIPATION AGREEMENT 33.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.7 KB
• EX-101 XBRL PRESENTATION FILE 25.2 KB