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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):
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) (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
1.01 Entry into a Material Definitive Agreement.
On
February 17, 2026, AppTech Payments Corp., a Delaware corporation (the “Company”), entered into the First Amendment to Revenue
Participation Agreement (the “Amendment”), by and between the Company and Ascendancy Management, Inc. (the “Participant”),
amending that certain Revenue Participation Agreement dated as of November 7, 2025 (the “Original Agreement” and as amended
by the Amendment, “the Agreement”).
Pursuant
to the Original Agreement, the Participant provided cash advances to the Company in exchange for participation rights in the revenue of
the Company. Pursuant to the Amendment, the parties have agreed to increase the total revenue participation contribution of the Participant
to $2,000,000, consisting of (a) $1,500,000 paid in three successive monthly payments of $500,000 each commencing on November 15, 2025,
and (b) an additional contribution of $500,000 to be paid on or before February 28, 2026 (the “Revenue Participation Contribution”).
The Participant shall receive a revenue participation percentage of 1.75% of the Company’s gross contract revenue; subject to adjustment
and minimum monthly payments to the Participant. The term of the Participant’s revenue participation commenced on November 1, 2025
and shall continue in effect until December 31, 2029 (totaling fifty (50) months), unless earlier terminated (“Revenue Participation
Term”). Pursuant to the Agreement, the parties agreed that the Revenue Participation Contribution is not a loan and the Company
shall repay the full amount of the Revenue Participation Contribution to the Participant without interest on a prorated basis over the
final eighteen (18) months of the Revenue Participation Term.
The foregoing is only a brief
description of the material terms of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description
is qualified in its entirety by reference to such exhibit.
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. |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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: February 19, 2026 |
By: |
/s/ Thomas DeRosa |
| |
|
Thomas DeRosa, Chief Executive Officer |
