AppTech Payments Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

AppTech filed an 8-K for a material agreement and equity sales. Details TBD.

AI Summary

AppTech Payments Corp. announced on April 29, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this summary.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• AppTech Payments Corp. (company) — Filer of the 8-K report
• April 29, 2024 (date) — Date of the earliest event reported
• 5876 OWENS AVENUE (address) — Company's business and mailing address
• CARLSBAD, CA 92008 (address) — Company's business and mailing city, state, and zip

FAQ

Key Financial Figures

• $0.001 — ch Registered Common stock, par value $0.001 per share APCX Nasdaq Capital Mark
• $4.15 — of common stock at an exercise price of $4.15 APCXW Nasdaq Capital Market Indi
• $500,000 — ited States funds: On the Closing Date, $500,000 paid on 10/27/2023; on or before Januar
• $375,000 — 27/2023; on or before January 31, 2024, $375,000; on or before February 29, 2024, $375,0
• $75,000 — paid on or before January 31, 2024, to $75,000; on or before February 29, 2024, to $30
• $300,000 — 000; on or before February 29, 2024, to $300,000; and to include on or before May 31, 20
• $150,000 — , $75,000; on or before April 30, 2024, $150,000; on or before May 31, 2024, $375,000; o
• $400K — this Amendment or the Company generates $400K in monthly revenue from the FinZeo prod
• $2.44 — 00,000 shares of common stock valued at $2.44 per share to an entity owned by the Sel

Filing Documents

• apptech_8k.htm (8-K) — 48KB
• apptech_ex0201.htm (EX-2.1) — 20KB
• apptech_ex0202.htm (EX-2.2) — 21KB
• apptech_ex0203.htm (EX-2.3) — 23KB
• apptech_ex0204.htm (EX-2.4) — 25KB
• 0001683168-24-002963.txt ( ) — 372KB
• apcx-20240429.xsd (EX-101.SCH) — 4KB
• apcx-20240429_def.xml (EX-101.DEF) — 26KB
• apcx-20240429_lab.xml (EX-101.LAB) — 36KB
• apcx-20240429_pre.xml (EX-101.PRE) — 25KB
• apptech_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Amendment to the Membership Interest Purchase Agreement As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on October 16, 2023, on October 13, 2023, AppTech Payments Corp., a Delaware corporation (the " Company "), Alliance Partners, LLC, a Nevada limited liability company (" Alliance Partners " or " FinZeo "), and Chris Leyva (the " Seller ," and collectively, the " Parties "), entered into a Membership Interest Purchase Agreement (the " Purchase Agreement "). On December 28, 2023, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the " First Amendment "). The First Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the First Amendment, the Cash Purchase Price shall be paid, without setoff or deduction, by wire transfer or immediately available United $375,000; on or before April 30, 2024, $375,000. The foregoing description of the First Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached to this report as Exhibit 2.1 and is incorporated herein by reference. Amendment No 2 to the Membership Interest Purchase Agreement On January 31, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the " Second Amendment "). The Second Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid on or before January 31, 2024, to $75,000; on or before February 29, 2024, to $300,000; and to include on or before May 31, 2024, $375,000. The foregoing description of the Second Amendment is only a summary, does no

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed on a Form 10-K filed with the Securities and Exchange Commission on April 1, 2024, on October 26, 2023, the Company completed acquisition of Alliance Partners. On October 31, 2023, the Company issued 1,000,000 shares of common stock valued at $2.44 per share to an entity owned by the Seller. In exchange for the shares, the Seller waived, cancelled, and forgave the long-term debt of FinZeo. On May 2, 2024, the Board determined to cancel the 1,000,000 shares issued to the Seller's entity and reissue an equal number of shares to the Seller.

01. Exhibits

Item 9.01. Exhibits. (d) Exhibits Exhibit No. Description 2.1 Amendment to the Membership Interest Purchase Agreement, dated December 28, 2023, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva 2.2 Amendment to the Membership Interest Purchase Agreement, dated January 31, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva 2.3 Amendment to the Membership Interest Purchase Agreement, dated March 1, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva 2.4 Amendment to the Membership Interest Purchase Agreement, dated April 29, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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: May 3, 2024 By: /s/ Luke D'Angelo Luke D'Angelo Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR