false
0001070050
0001070050
2025-06-18
2025-06-18
0001070050
APCX:CommonStockParValue0.001PerShareMember
2025-06-18
2025-06-18
0001070050
APCX:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf5.19Member
2025-06-18
2025-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 18, 2025
AppTech
Payments Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-39158 |
|
65-0847995 |
| (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
(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 18, 2025, AppTech Payments Corp. (the “Company”) entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”),
pursuant to which the Company issued and sold to the Purchaser a 20% original issue discount convertible promissory note in the aggregate
principal amount of $360,000 (the “Note” and together with the Purchase Agreement, the “Transaction Documents”)
for a purchase price of $300,000. The transaction closed on the same date.
In connection with the Offering, a non-accountable
fee of $7,500 was withheld from the Purchase Price by the Purchaser to cover its accounting fees, legal fees, and other transactional
costs incurred in connection with the transactions contemplated by the Purchase Agreement. The Company also paid certain placement fees
and legal fees.
The Note matures six months from its date of issuance
and bears interest at a rate of 10% per annum, payable on the maturity date. The Note is convertible, at the option of the holder, at
any time, into such number of shares of common stock of the Company equal to the principal amount of the Note plus all accrued and unpaid
interest at a conversion price equal to $2.00 (the “Conversion Price”), subject to adjustment for any stock splits, stock
dividends, recapitalizations and similar events.
The Note is redeemable by the Company at a redemption
price equal to 100% of the sum of the principal amount to be redeemed plus accrued interest, if any. In no event will the holder be entitled
to convert any portion of the Note in excess of that portion which would result in beneficial ownership by the holder and its affiliates
of more than 4.99% of the outstanding shares of common stock, unless the holder delivers to the Company written notice at least sixty-one
(61) days prior to the effective date of such notice that the provision be adjusted to 9.99%.
Upon the occurrence of certain events of default specified
in the Note, such as a failure to honor a conversion request, failure to maintain the Company’s listing, the Company’s failure
to comply with its obligations under Securities Exchange Act of 1934, or as amended, a breach of the Company’s representations or
covenants, as amended, all amounts owed to holder under the Note, together with default interest at 18% per annum if any, shall then become
due and payable.
The number of shares of the Company’s common
stock that may be issued upon conversion of the Note is subject to reserved shares (the “Reserved Shares”), and 3,600,000
shares have been reserved with the Transfer Agent. The Reserved Shares are subject to adjustment for any default, reorganization, recapitalization,
non-cash dividend, stock split (including forward and reverse), or other similar transactions.
The Purchase Agreement contains customary representations,
warranties, agreements, and conditions for completing future sale transactions, as well as indemnification rights and obligations of the
parties. Among other things, the Purchaser represented to the Company, that it is an “accredited investor” (as such term is
defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company
sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder.
The foregoing descriptions of the Note and the Purchase
Agreement are qualified in their entirety by reference to the full text of such agreements, the forms of which are attached hereto as
Exhibit 4.1 and 10.1, respectively, and each of which is incorporated herein in its entirety 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.
Item 9.01. Financial Statements and Exhibits.
The following
exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number |
|
Exhibit Description |
| 4.1 |
|
Form of Note, dated June 18, 2025, in the principal amount of $360,000 |
| 10.1 |
|
Form of Securities Purchase Agreement, dated June 18, 2025 |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within in 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: June 25, 2025 |
By: |
/s/ Thomas DeRosa |
| |
|
Thomas DeRosa |
| |
|
Chief Executive Officer |
