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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):
June 26, 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)) |
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 June 26, 2026, AppTech Payments Corp. (the
“Company”) entered into a Promissory Note (the “Note”) with the Suzanne D. Lord Spousal Estate Reduction Trust
dated January 17, 2025 (the “Lender”), pursuant to which the Lender agreed to lend the Company $500,000 for short-term working
capital and general corporate purposes.
The Note bears interest at a rate of 9.0% per
annum and matures ninety (90) days from issuance. No payments of principal or interest are required prior to the maturity date. The Company
may prepay the Note at any time without premium or penalty, provided accrued interest through the date of payment is also paid.
The Note contains customary events of default,
including the Company’s failure to repay amounts due at maturity, certain bankruptcy or insolvency events, and certain uncured material
breaches. Upon an event of default, the lender may declare all outstanding principal and accrued interest immediately due and payable.
The foregoing description of the Note does not
purport to be complete and is qualified in its entirety by reference to the Promissory Note, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Related Person Transaction
Albert L. Lord, Jr., the Chairman of the Company’s
Board of Directors, serves as trustee of the Suzanne D. Lord Spousal Estate Reduction Trust, the lender under the Note. Accordingly, the
Company considers the transaction to be a related person transaction under Item 404(a) of Regulation S-K. The Company’s Board of
Directors approved the transaction in accordance with the Company’s related person transaction policies.
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 of this
Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The following
exhibits are filed with this Current Report on Form 8-K:
| Number |
Exhibit Description |
| 10.1 |
Promissory Note, dated June 26, 2026, by and between AppTech Payments Corp. and the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025. |
| 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: July 2, 2026 |
By: |
/s/ Felipe Corrado |
| |
|
Felipe Corrado |
| |
|
Chief Financial Officer |
