AppTech Payments Corp. Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

AppTech Payments Corp. filed an 8-K detailing new deals, stock sales, and exec changes. Watch for dilution.

AI Summary

AppTech Payments Corp. filed an 8-K on December 17, 2024, disclosing a material definitive agreement, unregistered sales of equity securities, and changes in officers and directors. The filing also includes a Regulation FD disclosure and financial statements/exhibits, with the reporting period ending December 13, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for AppTech Payments Corp., including new agreements and potential dilution from equity sales, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can lead to dilution and increased volatility.

Key Numbers

• 5.19 — Warrant Exercise Price (Indicates the price at which warrants can be exercised for common stock.)

Key Players & Entities

• AppTech Payments Corp. (company) — Filer of the 8-K
• 0001683168-24-008769 (filing_id) — Accession Number for the 8-K filing
• 20241213 (date) — Reporting period end date
• 20241217 (date) — Filing date
• 5.19 (dollar_amount) — Exercise price for warrants

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
• $1,000,000 — (the "Shares") for a purchase price of $1,000,000, 1,200,000 warrants with a 5-year term
• $0.90 — a 5-year term and an exercise price of $0.90 per warrant and 1,800,000 warrants with
• $1.20 — a 5-year term and an exercise price of $1.20 per warrant (collectively, the "AFIOS 6
• $1,500,000 — ") for the sale of 4,000,000 Shares for $1,500,000 funding on December 13, 2024, and $2,50
• $2,500,000 — 0,000 funding on December 13, 2024, and $2,500,000 in additional funding as and when requi
• $4,000,000 — OS 7 may increase the equity raise from $4,000,000 to $5,000,000 if the Company approves i
• $5,000,000 — ase the equity raise from $4,000,000 to $5,000,000 if the Company approves it, at the AFIO
• $2 billion — allie Mae's market value increased from $2 billion to $25 billion in 2005. Mr. Lord transi
• $25 billion — rket value increased from $2 billion to $25 billion in 2005. Mr. Lord transitioned Sallie M
• $5 million — OS financing in the aggregate amount of $5 million. The foregoing (including Exhibit 99.1

Filing Documents

• apptech_8k.htm (8-K) — 55KB
• apptech_ex0201.htm (EX-2.1) — 50KB
• apptech_ex0202.htm (EX-2.2) — 50KB
• apptech_ex1001.htm (EX-10.1) — 92KB
• apptech_ex1002.htm (EX-10.2) — 92KB
• apptech_ex1003.htm (EX-10.3) — 92KB
• apptech_ex1004.htm (EX-10.4) — 92KB
• apptech_ex9901.htm (EX-99.1) — 6KB
• 0001683168-24-008769.txt ( ) — 866KB
• apcx-20241213.xsd (EX-101.SCH) — 4KB
• apcx-20241213_def.xml (EX-101.DEF) — 29KB
• apcx-20241213_lab.xml (EX-101.LAB) — 36KB
• apcx-20241213_pre.xml (EX-101.PRE) — 27KB
• apptech_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Share Purchase Agreements On December 16, 2024, AppTech Payments Corp. (the "Company" or "our") entered into a Share Purchase Agreement (the "AFIOS 6 SPA") with AFIOS Partners 6, a limited partnership ("AFIOS 6") for the sale of 1,200,00 shares of the Company's restricted common stock, par value $0.001 per share (the "Shares") for a purchase price of $1,000,000, 1,200,000 warrants with a 5-year term and an exercise price of $0.90 per warrant and 1,800,000 warrants with a 5-year term and an exercise price of $1.20 per warrant (collectively, the "AFIOS 6 Warrants") to be issued at closing. The Company also entered into a Share Purchase Agreement (the "AFIOS 7 SPA" and together with the AFIOS 6 SPA, the "Share Purchase Agreements") with AFIOS Partners 7, a limited partnership ("AFIOS 7" and together with AFIOS 6, "AFIOS") for the sale of 4,000,000 Shares for $1,500,000 funding on December 13, 2024, and $2,500,000 in additional funding as and when required by the Company, subject to the terms and conditions in the AFIOS 7 SPA. In addition, the Company agreed to issue as funded proportionately 4,000,000 warrants with a 5-year term and an exercise price of $0.90 per warrant and 6,000,000 warrants with a 5-year term and an exercise price of $1.20 per warrant (together, the "AFIOS 7 Warrants"). The AFIOS 7 SPA also contains an over-allotment clause whereby AFIOS 7 may increase the equity raise from $4,000,000 to $5,000,000 if the Company approves it, at the AFIOS 7 SPA's exact pricing and unit composition. The securities sold pursuant to the Share Purchase Agreements were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, and the rules and regulations thereunder (the "Securities Act"), and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act. The

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K (this "Current Report") contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking of the Company. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looki

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 13, 2024, the Board of Directors (the "Board"), after approving the transactions contained in Item 1.01 of this Current Report, accepted the resignations of Virgilio Llapitan, Michael O'Neal, Christopher Williams and William Huff, and appointed Albert L. Lord, Thomas J. Kozlowski Jr. as Class II Directors of the Company, and Calvin D. Walsh as a Class I Director of the Company. Subsequently, the Board appointed Virgilio Llapitan as a Class II Director of the Company, reclassified Thomas J. Kozlowski Jr. as a Class I Director of the Company, and accepted the resignation of Mengyin H. Liang ("Roz Huang") from the Board. As a result, the size of the Board has been reduced from six to five members. The current makeup of the Company's Board is below: Luke D'Angelo, Class II Director Albert L. Lord, Class II Director Virgilio Llapitan, Class II Director Thomas J. Kozlowksi Jr., Class I Director Calvin D. Walsh, Class I Director Albert L. Lord, age 79, is the retired Chief Executive Officer of Sallie Mae. Mr. Lord held this position from 1997 to 2013, when he retired. Under Mr. Lord's leadership, Sallie Mae's market value increased from $2 billion to $25 billion in 2005. Mr. Lord transitioned Sallie Mae from a "government sponsored enterprise" to a fully private sector entity. In 2008-9 Mr. Lord led the Company through the financial crisis, raised capital and restored much of the market value lost. Today, Sallie Mae is the leading private sector provider of higher education financing in the United States. Mr. Lord began his professional career in 1967 with Peat, Marwick, Mitchell & Co. after receiving a Bachelor of Science degree from Penn State, where he recently served as a Trustee. Thomas J. Kozlowski Jr., age 74, is the President of AFIOS, Inc., an independent private wealth management adviso

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report"), and incorporated into this Item7.01 by reference, is a press release issued by the Company on December 17, 2024, announcing that it had entered into the Share Purchase Agreements with AFIOS for AFIOS financing in the aggregate amount of $5 million. The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

01 Financial

Item 9.01 Financial (d) Exhibits. The following exhibit is furnished with this Form 8-K: Exhibit No. Description 2.1* Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 6, a limited partnership. 2.2* Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 7, a limited partnership. 10.1 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,200,000 Warrant Shares. 10.2 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,800,000 Warrant Shares. 10.3 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 4,000,000 Warrant Shares. 10.4 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 6,000,000 Warrant Shares. 99.1 Press Release, dated December 17, 2024 (furnished only). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. 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: December 17, 2024 By: /s/ Luke D'Angelo Luke D'Angelo Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR