AppTech Payments Corp. Files 8-K on Financial Obligation & Equity Sales

TL;DR

AppTech Payments Corp. filed an 8-K detailing a new financial obligation and unregistered equity sales.

AI Summary

AppTech Payments Corp. announced on July 10, 2024, that it entered into a material definitive agreement related to a direct financial obligation. The company also reported on the unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the financial obligation and equity sales were not provided in this excerpt.

Why It Matters

This filing indicates AppTech Payments Corp. has entered into a new financial agreement and potentially issued new equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and financial obligations, which could introduce new risks or opportunities for the company.

Key Players & Entities

• AppTech Payments Corp. (company) — Filer
• 0001070050 (company) — Central Index Key
• 7372 (company) — Standard Industrial Classification
• CA (company) — State of Incorporation
• 20240710 (date) — Report Date
• 20240712 (date) — Filing Date

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
• $1,100,000.00 — e Million One Hundred Thousand Dollars ($1,100,000.00) in principal amount of the Company's 6
• $1,000,000 — o the Purchaser for a purchase price of $1,000,000 (the "Purchase Price"), representing an
• $20,000 — the Offering, a non-accountable fee of $20,000 was withheld from the Purchase Price by
• $1.07 — interest at a conversion price equal to $1.07 (the "Conversion Price"), subject to ad
• $1,500,000.00 — any receives cash proceeds of more than $1,500,000.00 ("Minimum Threshold") in the aggregate
• $1.16 — e Company at an exercise price equal to $1.16 (the "Exercise Price"), subject to adju
• $1,100,000 — ly 10, 2024, in the principal amount of $1,100,000 4.2 Form of Warrant, dated July 10,

Filing Documents

• apptech_8k.htm (8-K) — 52KB
• apptech_ex0401.htm (EX-4.1) — 88KB
• apptech_ex0402.htm (EX-4.2) — 76KB
• apptech_ex1001.htm (EX-10.1) — 229KB
• apptech_ex1002.htm (EX-10.2) — 88KB
• 0001683168-24-004806.txt ( ) — 854KB
• apcx-20240710.xsd (EX-101.SCH) — 4KB
• apcx-20240710_def.xml (EX-101.DEF) — 26KB
• apcx-20240710_lab.xml (EX-101.LAB) — 36KB
• apcx-20240710_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. On July 11, 2024, AppTech Payments Corp. (the "Company") closed a private placement offering (the "Offering") of One Million One Hundred Thousand Dollars ($1,100,000.00) in principal amount of the Company's 6% convertible debenture (the "Debenture") and a warrant (the "Warrant") to purchase up to Seven Hundred and Fifty Thousand (750,000) shares of the Company's common stock, to a certain investor (the "Purchaser"). Pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), dated July 10, 2024, the Debenture was sold to the Purchaser for a purchase price of $1,000,000 (the "Purchase Price"), representing an original issue discount of ten percent (10%). In connection with the Offering, a non-accountable fee of $20,000 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 Company issued an aggregate of 100,000 shares of restricted common stock (the "Commitment Shares") on the closing date as follows: 50,000 of the Commitment Shares to the Purchaser and 50,000 of the Commitment Shares to the Purchaser's designee. The Debenture matures twelve months from its date of issuance and bears interest at a rate of 6% per annum payable on the maturity date. The Debenture 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 Debenture plus all accrued and unpaid interest at a conversion price equal to $1.07 (the "Conversion Price"), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Debenture is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or

03. Creation of a Direct Financial Obligation

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 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

02. Unregistered Sales of Equity Securities

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 is incorporated by reference in this Item 3.02. The Commitment Shares, the Debenture, the Warrant, and the shares of common stock underlying the Debenture and the Warrant, were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The investor is an accredited investor who has purchased the securities as an investment in a private placement that did not involve a general solicitation. The aforementioned securities have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01. Exhibits

Item 9.01. Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Debenture, dated July 10, 2024, in the principal amount of $1,100,000 4.2 Form of Warrant, dated July 10, 2024 10.1 Form of Securities Purchase Agreement, dated July 10, 2024 10.2 Form of Registration Rights Agreement, dated July 10, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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: July 12, 2024 By: /s/ Luke D'Angelo Luke D'Angelo Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR