[SCHEDULE 13D] APPTECH PAYMENTS CORP WTS SEC Filing
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AppTech Payments Corp. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
03834B309 (CUSIP Number) |
Albert L. Lord c/o AppTech Payments Corp., 5876 Owens Ave., Suite 100 Carlsbad, CA, 92008 (706) 707-5959 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03834B309 |
| 1 |
Name of reporting person
Albert L. Lord | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,838,694.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
AppTech Payments Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
5876 Owens Avenue, Suite 100, Carlsbad,
CALIFORNIA
, 92008. |
| Item 2. | Identity and Background |
| (a) | Albert L. Lord, a citizen of the United States of America (the "Reporting Person") |
| (b) | The business address for Mr. Lord is c/o AppTech Payments Corp., 5876 Owens Ave., Suite 100, Carlsbad, CA 92008. |
| (c) | The Reporting Person is an Independent Director of AppTech Payments Corp. |
| (d) | During the five years preceding the date of this filing, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | See response to 2(d). |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The securities reported in this Schedule 13D were acquired using a combination of personal funds of Mr. Albert L. Lord, assets of The Albert L. Lord Jr. Revocable Trust dated May 10, 2017, The Suzanne D. Lord Revocable Trust dated May 10, 2017, The Albert L. Lord, Jr. 2025 Spousal Estate Reduction Trust dated January 17, 2025, and the Starfish Fund, LLC. Mr. Lord is the trustee of both revocable trusts and the president of the Starfish Fund, LLC, and claims beneficial ownership of the securities held by each. The allocation of funds among these sources is as follows:
o The Albert L. Lord Jr. Revocable Trust and The Suzanne D. Lord Revocable Trust, through a joint brokerage account, invested a total of $350,670 to acquire 538,694 shares of common stock.
o The Albert L. Lord, Jr. 2025 Spousal Estate Reduction Trust invested $1,300,000 to acquire 1,300,000 shares of common stock.
o The Starfish Fund, LLC invested $1,000,000 to acquire 1,000,000 shares of common stock.
No part of the purchase price was financed through borrowings or other forms of indebtedness. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities of the Issuer for investment purposes. Except as otherwise described herein, the Reporting Person does not currently have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, any extraordinary corporate transaction involving the Issuer or any of its subsidiaries, any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, any change in the present board of directors or management of the Issuer, any material change in the present capitalization or dividend policy of the Issuer, or any other material change in the Issuer's business or corporate structure.
However, the Reporting Person reserves the right to develop such plans or proposals in the future and to take any and all actions that they may deem appropriate with respect to their investment in the Issuer, including, without limitation, acquiring additional securities of the Issuer, disposing of some or all of the securities of the Issuer beneficially owned by them, or otherwise changing their intention with respect to any or all matters referred to in Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to the Issuer or its securities. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Reporting Person may be deemed to beneficially owns an aggregate of 2,838,694 shares of Common Stock of the Issuer (including firm warrants), representing approximately 8.5% of the Issuer's outstanding Common Stock (based on 33,283,329 shares of Common Stock outstanding as of May 14, 2025).
The shares of Common Stock beneficially owned by the Reporting Person include:
o 538,694 shares jointly held by The Albert L. Lord Jr. Revocable Trust dated May 10, 2017 & the Suzanne D. Lord Revocable Trust dated May 10, 2017. The Reporting Person is a co-trustee of each of the trusts and has shared voting and dispositive power for both trusts with his spouse, Suzanne D. Lord, who serves as co-trustee of each trust through which the shares are held. The Reporting Person's children, Albert L. Lord, III and Christina D. DeGuzman, are beneficiaries of the trust. The Reporting Person disclaims beneficial ownership of the shares held in each trust, except to the extent of his pecuniary interest therein;
o 1,300,000 shares held by The Albert L. Lord, Jr. 2025 Spousal Estate Reduction Trust dated January 17, 2025, of which Suzanne D. Lord is the sole trustee and has sole voting and dispositive power. The Reporting Person retains de facto authority over the investment and voting decisions with respect to the shares of Common Stock held by the Trust. As such, the Reporting Person may be deemed to have shared voting and dispositive power of the 1,300,000 shares of Common Stock held by the Trust Suzanne D. Lord, and such shares are included in the total number of shares reported herein. The Reporting Person's children, Albert L. Lord, III and Christina D. DeGuzman, are beneficiaries of the trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of any pecuniary interest therein; and
o 1,000,000 shares held by Starfish Fund, Inc., a Virginia corporation ("Starfish"), of which the Reporting Person is the President. The directors of Starfish are Albert L. Lord, Jr., Suzanne D. Lord, Albert L. Lord, III, and Christine D. DeGuzman. The Reporting Person may be deemed to have shared voting and dispositive power over the 1,000,000 shares of Common Stock held by Starfish, and such shares are included in the total number of shares reported herein. The Reporting Person disclaims beneficial ownership of the shares held by Starfish except to the extent of any pecuniary interest therein.
The Reporting Person has the right to exercise 5,750,000 warrants which are immediately exercisable into the same amount of Common Stock in accordance with the terms of the Common Stock Purchase Warrants (each a "Warrant" and collectively, the "Warrants") filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to the Current Report filed with the Commission on Form 8-K /A on December 17, 2024; however, each Warrant contains a Beneficial Ownership Limitation (as defined in each Warrant)(the "BOL") in Section 2(d) of each Warrant, which prohibits exercise of the Warrant if the aggregate number of shares of Common Stock owned by the Reporting Person exceed 4.99% of the outstanding shares of Common Stock of the Company following the exercise of the Warrant. While the Reporting person has the right to increase the BOL to 9.99% upon notice to the Issuer, the increase shall not take effect until the 61st day after the notice has been delivered to the Issuer.
As such, the shares underlying the Warrants are not deemed to be beneficially owned by the Reporting Person and have not been included in the calculation of beneficial ownership for purposes of this filing. |
| (b) | See response to 5(a). |
| (c) | The following table sets forth all transactions in the Issuer's Common Stock by the Reporting Person during the 60 days preceding the date of this filing and the 60 days preceding the date the Reporting Person exceeded 5% ownership of shares of Common Stock of the Company on February 4, 2025. All transactions were purchases made in the open market by trusts controlled by the Reporting Person.
Date | Shares Acquired | Price per Share |
-----------|------------------|------------------|------------
05/22/2025 | 33,606 | $0.1219
05/23/2025 | 40,000 | $0.2800
05/27/2025 | 40,000 | $0.3949
05/28/2025 | 40,000 | $0.3313
05/29/2025 | 31,943 | $0.2957
05/30/2025 | 36,571 | $0.3000
06/02/2025 | 6,452 | $0.2900
06/04/2025 | 39,939 | $0.2967
06/06/2025 | 40,000 | $0.2995
06/09/2025 | 30,183 | $0.3000
06/13/2025 | 50,000 | $0.3230
In addition, prior transactions resulting in beneficial ownership above 5% occurred on or before February 4, 2025, as detailed in the Form 4 filed by the Reporting Person on June 9, 2025, including transfers of 1,800,000 shares of common stock and 4,500,000 firm warrants from AFIOS Partners 6 and AFIOS Partners 7 to the trusts and fund controlled by the Reporting Person. |
| (d) | The entities listed in Items 5(a)-(b) have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | The Reporting Person acknowledges that beneficial ownership exceeded 5% of the Issuer's Common Stock on or about February 4, 2025, but a Schedule 13D was not filed at that time. This Schedule 13D constitutes the initial filing by the Reporting Person under Section 13(d) and reflects both historic acquisitions and the most recent acquisitions that further increased beneficial ownership. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person is a co-trustee, along with his spouse, Suzanne D. Lord, of The Albert L. Lord Jr. Revocable Trust dated May 10, 2017, and The Suzanne D. Lord Revocable Trust dated May 10, 2017. These trusts jointly hold 538,694 shares of Common Stock. The Reporting Person shares voting and dispositive power over such shares with his spouse and disclaims beneficial ownership of the shares held in the trusts except to the extent of his pecuniary interest therein. The beneficiaries of the trusts are the Reporting Person's children, Albert L. Lord, III, and Christina D. DeGuzman.
The Reporting Person is the grantor of The Albert L. Lord, Jr. 2025 Spousal Estate Reduction Trust dated January 17, 2025, which holds 1,300,000 shares of Common Stock. The Reporting Person's spouse, Suzanne D. Lord, serves as the sole trustee of the trust and has sole legal voting and dispositive power with respect to the shares. However, the Reporting Person retains de facto authority over investment and voting decisions with respect to the shares held by the trust and therefore may be deemed to share voting and dispositive power over such shares. The Reporting Person disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein. The beneficiaries of the trust are the Reporting Person's children, Albert L. Lord, III, and Christina D. DeGuzman.
The Reporting Person is also the President of Starfish Fund, Inc., a Virginia corporation that holds 1,000,000 shares of Common Stock. The directors of Starfish Fund, Inc. are Albert L. Lord, Jr., Suzanne D. Lord, Albert L. Lord, III, and Christina D. DeGuzman. The Reporting Person may be deemed to share voting and dispositive power over the shares held by Starfish Fund, Inc., and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
The securities acquired on February 4, 2025, and June 5, 2025, were pursuant to Share Purchase Agreements that also provided for warrant coverage. A copy of the Share Purchase Agreements are incorporated herein by reference to Exhibits 2.1 and 2.2 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024. All Warrants held by the Reporting Person are exercisable as of the date of this filing; however, pursuant to Section 2(d) of each Warrant, the Reporting Person is prohibited from exercising those Warrants in the event the exercise would cause the Reporting Person to own greater than 4.99% of the outstanding shares of Common Stock. The Reporting Person has the option to increase the limit to 9.99% upon notice to the Issuer, which limit will be increased on the 61st day following receipt of the notice by the Issuer. Copies of the Warrants are incorporated herein by reference to Exhibit 10.1, 10.2, 10.3, and 10.4 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Form 4 filed June 9, 2025
Exhibit 2: Form 4 filed June 16, 2025
Exhibit 3: Joint Filing Agreement
Exhibit 4: Share Purchase Agreement, dated as of December 16, 2024, incorporated herein by reference to Exhibit 2.1 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024.
Exhibit 5: Share Purchase Agreement, dated as of December 16, 2024, incorporated herein by reference to Exhibit 2.1 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024.
Exhibit 6: Warrant, dated as of December 16, 2024, incorporated herein by reference to Exhibit 10.1 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024.
Exhibit 7: Warrant, dated as of December 16, 2024, incorporated herein by reference to Exhibit 10.2 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024.
Exhibit 8: Warrant, dated as of December 16, 2024, incorporated herein by reference to Exhibit 10.3 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024.
Exhibit 9: Warrant, dated as of December 16, 2024, incorporated herein by reference to Exhibit 10.4 to the Form 8-K/A filed by the Issuer with the SEC on December 17, 2024. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Apptech Paym