AppTech Payments Corp. Files 8-K on Equity Sales

TL;DR

AppTech Payments Corp. filed an 8-K detailing material definitive agreements and unregistered equity sales.

AI Summary

On August 28, 2024, AppTech Payments Corp. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates potential new equity issuance or agreements, which could impact the company's capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can introduce uncertainty regarding dilution and future share price performance.

Key Players & Entities

• AppTech Payments Corp. (company) — Filer of the 8-K report
• August 28, 2024 (date) — Date of the earliest event reported
• 0001683168-24-006090 (document_id) — Accession number for the filing

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
• $2.74 — ommon stock having an exercise price of $2.74 per share and issued in October 2023, a
• $0.70 — er 2023, at a reduced exercise price of $0.70 per share (the "Warrant Inducement Agre
• $1,166,666, b — rrants are expected to be approximately $1,166,666, before deducting placement agent fees and
• $75,000 — the exercise of the Existing Warrants, $75,000 for combined non-accountable expenses a
• $15,950 — d legal fees of the Placement Agent and $15,950 for its clearing fee in connection with
• $4.64 — ry 2023 and having an exercise price of $4.64 per share, such that the amended warran

Filing Documents

• apptech_8k.htm (8-K) — 42KB
• apptech_ex0401.htm (EX-4.1) — 118KB
• apptech_ex1001.htm (EX-10.1) — 51KB
• 0001683168-24-006090.txt ( ) — 469KB
• apcx-20240828.xsd (EX-101.SCH) — 4KB
• apcx-20240828_def.xml (EX-101.DEF) — 26KB
• apcx-20240828_lab.xml (EX-101.LAB) — 36KB
• apcx-20240828_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 August 28, 2024, AppTech Payments Corp., a Delaware Corporation (the "Company"), entered into a definitive agreement with a certain holder (the "Purchaser") of its certain existing warrants (the "Existing Warrants"), for the exercise of the Existing Warrants to purchase an aggregate of 1,666,667 shares of its common stock having an exercise price of $2.74 per share and issued in October 2023, at a reduced exercise price of $0.70 per share (the "Warrant Inducement Agreement"). The issuance of the shares of common stock issuable upon exercise of the Existing Warrants is registered pursuant to an effective registration statement on Form S-3 (File No. 333-265526). The aggregate gross proceeds from the exercise of the Existing Warrants are expected to be approximately $1,166,666, before deducting placement agent fees and other offering expenses payable by the Company. Pursuant to the Warrant Inducement Agreement, in consideration for the immediate exercise of the Existing Warrants for cash, the Company agreed to issue new unregistered warrants (the "New Warrants") to purchase up to an aggregate of 3,333,334 shares of common stock (the "New Warrant Shares") at an exercise price of $0.70 per share (the "Inducement Transaction"). The New Warrants will be exercisable six months following the date of issuance and have a term of five and one-half years from the date of issuance. The Inducement Transaction is expected to close on or about August 30, 2024, subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes. Pursuant to that certain engagement letter entered into between the Company and Rodman & Renshaw LLC (the "Placement Agent"), dated as of June 4, 2024, the Placement Agent has agreed, among other things, to serve as the exclusive Placement Agent for the Company for the Inducement Transaction. Th

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosures in Item 1.01 of this Form 8-K regarding the New Warrants and the New Warrant Shares issuable thereunder are incorporated by reference into this Item 3.02. 2

01. Exhibits

Item 9.01. Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of New Warrant 10.1 Form of Warrant Inducement Agreement, dated August 28, 2024, by and between AppTech Payments Corp. and the Purchaser 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: August 29, 2024 By: /s/ Luke D'Angelo Luke D'Angelo Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR