AppTech Payments Corp. Files 8-K on Definitive Agreement

TL;DR

APCX filed an 8-K detailing a new material agreement and unregistered equity sales.

AI Summary

AppTech Payments Corp. (APCX) entered into a material definitive agreement on August 7, 2025, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. This filing details financial statements and exhibits.

Why It Matters

This 8-K filing indicates AppTech Payments Corp. has entered into a significant agreement that may involve new financial obligations or equity issuances, impacting its financial structure.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilution risks.

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
• APCX (company) — Ticker Symbol
• August 7, 2025 (date) — Date of Material Definitive Agreement
• August 12, 2025 (date) — Date as of Change
• August 13, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ch Registered Common stock, par value $0.001 per share APCX OTCQB Warrants, eac
• $4.15 — of common stock at an exercise price of $4.15 APCXW OTCQB Indicate by check mark
• $300,000 — te in the aggregate principal amount of $300,000 (the "Note" and together with the Purch
• $50,000 — sued with an original issue discount of $50,000, resulting in gross proceeds to the Com
• $250,000 b — ing in gross proceeds to the Company of $250,000 before deducting transaction expenses. T
• $54,041.84 — e to be made in six (6) installments of $54,041.84 each, commencing on the 180th day follo
• $2.00 — Stock"), at a fixed conversion price of $2.00 per share, subject to adjustment as set

Filing Documents

• apptech_8k.htm (8-K) — 40KB
• apptech_ex1001.htm (EX-10.1) — 62KB
• apptech_ex1002.htm (EX-10.2) — 103KB
• 0001683168-25-005995.txt ( ) — 459KB
• apcx-20250807.xsd (EX-101.SCH) — 4KB
• apcx-20250807_def.xml (EX-101.DEF) — 26KB
• apcx-20250807_lab.xml (EX-101.LAB) — 36KB
• apcx-20250807_pre.xml (EX-101.PRE) — 25KB
• apptech_8k_htm.xml (XML) — 5KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On August 7, 2025, AppTech Payments Corp. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with GS Capital Partners, LLC ("GS Capital"), pursuant to which the Company issued a promissory note in the aggregate principal amount of $300,000 (the "Note" and together with the Purchase Agreement, the "Transaction Documents") to GS Capital. The Note was issued with an original issue discount of $50,000, resulting in gross proceeds to the Company of $250,000 before deducting transaction expenses. The Note bears interest at a rate of 10% per annum and matures on July 31, 2026, unless earlier converted or repaid in accordance with its terms. Principal payments are to be made in six (6) installments of $54,041.84 each, commencing on the 180th day following the Issue Date and continuing every thirty (30) days for five (5) months thereafter, with the final payment of principal and interest due on the maturity date. The Note may be prepaid in whole or in part without penalty. The Note is convertible at the option of GS Capital into shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a fixed conversion price of $2.00 per share, subject to adjustment as set forth in the Note. In the event of default, the conversion price will be 80% of the lowest VWAP of the Common Stock during the ten (10) trading days prior to the conversion date, representing a 20% discount. The Note contains a beneficial ownership limitation of 4.99%. The Company is required to reserve from its authorized and unissued Common Stock a number of shares sufficient to permit the full conversion of the Note, as described in the Note. The Note contains customary events of default, including, but not limited to, failure to pay principal or interest when due, failure to issue shares upon conversion, breaches of covenants or representations, bankruptcy or insolvency events, and certain

03. Creation

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 with respect to the Transaction Documents above of this Current Report on Form 8-K is incorporated by reference into this

02. Unregistered

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 with respect to the Transaction Documents is incorporated by reference into this Item 3.02. The Note and the shares of Common Stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

01. Financial

Item 9.01. Financial (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Exhibit Description 10.1 Securities Purchase Agreement, dated August 7, 2025, by and between AppTech Payments Corp. and GS Capital Partners, LLC . 10.2 Promissory Note, dated August 7, 2025, issued by AppTech Payments Corp. to GS Capital Partners, LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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 12, 2025 By: /s/ Thomas DeRosa Thomas DeRosa Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR