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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):
September 29, 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.) |
5050 Avenida Encinas, Suite
120 |
|
|
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)) |
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. ☐
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 |
Item 1.01. Entry into
a Material Definitive Agreement.
On September 29, 2026,
AppTech Payments Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with GS Capital Partners, LLC (“GS Capital”), pursuant to which the Company issued (i) a promissory note in the aggregate
principal amount of $560,000 (the “Note” and together with the Purchase Agreement, the “Transaction Documents”),
and (ii) 80,000 shares of the Company's common stock, $0.001 par value per share (the “Common Stock”), to GS Capital. The
Note was issued with an original issue discount of $55,000, resulting in gross proceeds to the Company of $505,000 before deducting transaction
expenses.
The Note bears interest
at a rate of 10% per annum and matures on November 28, 2027, unless earlier converted or repaid in accordance with its terms. Principal
payments are to be made in six (6) principal payments of $87,000 each, commencing on the 180th day following the Issue Date and continuing
every thirty (30) days for five (5) months thereafter, with the final payment of principal and interest due on the maturity date. The
Note may be prepaid in whole or in part without penalty.
The Note is convertible
at the option of GS Capital into shares of Common Stock at a fixed conversion price of $2.00 per share, subject to adjustment as set forth
in the Note. In the event of default, the conversion price will be 80% of the lowest VWAP of the Common Stock during the ten (10) trading
days prior to the conversion date, representing a 20% discount. The Note contains a beneficial ownership limitation of 4.99%. The Company
is required to reserve from its authorized and unissued Common Stock a number of shares sufficient to permit the full conversion of the
Note, as described in the Note.
The Note contains customary
events of default, including, but not limited to, failure to pay principal or interest when due, failure to issue shares upon conversion,
breaches of covenants or representations, bankruptcy or insolvency events, and certain other events as described in the Note. Upon an
event of default, the outstanding principal amount of the Note, plus accrued interest and any other amounts due, may become immediately
due and payable at the option of GS Capital, and the Company may be required to pay a default amount equal to 150% of the outstanding
principal and accrued interest, plus any other amounts owed under the Note. The Note also provides for liquidated damages in the event
of failure to deliver shares upon conversion.
The Purchase Agreement
contains customary representations, warranties, and covenants of the Company and GS Capital, including, among other things, restrictions
on certain corporate actions without GS Capital’s consent, and indemnification provisions.
The foregoing descriptions
of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text
of such documents, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The representations,
warranties, and covenants contained in such agreements were made solely for the purposes of such agreements and as of specific dates,
were intended to be solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting
parties.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The information set forth
under Item 1.01 with respect to the Transaction Documents above of this Current Report on Form 8-K is incorporated by reference into this
Item 2.03.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth
under Item 1.01 above of this Current Report on Form 8-K with respect to the Transaction Documents is incorporated by reference into this
Item 3.02. The Note and the shares of Common Stock issuable upon conversion of the Note, and the shares of Common Stock issued pursuant
to the Purchase Agreement, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or
applicable state securities laws, and were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
The following
exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. |
Description |
| 10.1 |
Securities Purchase Agreement, dated September 29, 2026, by and between AppTech Payments Corp. and GS Capital Partners, LLC. |
| 10.2 |
Promissory Note, dated September 29, 2026, issued by AppTech Payments Corp. to GS Capital Partners, LLC. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 5, 2026 |
By: |
/s/ Felipe Corrado |
| |
Name: |
Felipe Corrado |
| |
Title: |
Interim Chief Executive Officer and Chief Financial Officer |
