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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):
May 28, 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 5.07 Submission of Matters to a Vote
of Securities Holders.
On
May 28, 2026, AppTech Payments Corp. (the “Company”) held its 2026 Annual Shareholders’ Meeting (the “Annual Meeting”).
There were 40,503,934 shares of Company common stock entitled to be voted as of the March 30, 2026, record date. Of this amount, 26,990,778
shares were represented in person or by proxy at the meeting. Voting results for each matter submitted to a vote at the 2026 Annual Meeting
are set forth below:
| 1. | The shareholders voted to elect each of the two (2) Class II director nominees to serve two-year terms: |
| Director Nominee |
|
Votes For |
|
Withheld |
|
Broker Non-Votes |
| Albert L. Lord |
|
24,278,883 |
|
2,711,895 |
|
574,067 |
| Thomas J. DeRosa |
|
18,839,757 |
|
8,151,021 |
|
574,067 |
| 2. | The shareholders approved, on an advisory basis, the compensation of the Company’s named executive
officers: |
| Votes For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 22,309,168 |
|
1,532,022 |
|
3,149,588 |
|
574,067 |
| 3. | The shareholders indicated, on an advisory basis, the preferred frequency of future stockholder advisory
votes on the compensation of the Company’s named executive officers for One Year: |
| One Year |
|
Two Years |
|
Three Years |
|
Abstain |
|
Broker Non-Votes |
| 21,868,753 |
|
1,049,477 |
|
750,181 |
|
3,222,397 |
|
574,067 |
| 4. | The shareholders approved the 2026 AppTech Equity Incentive Plan: |
| Votes For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 21,612,652 |
|
1,749,190 |
|
3,628,936 |
|
574,067 |
| 5. | The appointment of dbbmckennon, LLC as the Company’s independent registered public accounting firm
for fiscal year 2026 was ratified by the shareholders: |
| Votes For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 25,837,544 |
|
78,756 |
|
1,648,545 |
|
- |
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: June 2, 2026 |
By: |
/s/ Thomas DeRosa |
| |
|
Thomas DeRosa |
| |
|
Chief Executive Officer |