AppTech Payments Corp. (Form: 8-K, Received: 05/03/2024 16:31:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2024

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-27569		65-0847995
(Commission File Number)		(IRS Employer Identification No.)

5876 Owens Ave, Suite 100

Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (760) 707-5959

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	APCX	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15	APCXW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 States funds: On the Closing Date, $500,000 paid on 10/27/2023; on or before January 31, 2024, $375,000; on or before February 29, 2024, $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 not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached to this report as Exhibit 2.2 and is incorporated herein by reference.

Amendment No 3 to the Membership Interest Purchase Agreement

On March 1, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Third Amendment”). The Third Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the Third Amendment, the Cash Purchase Price on January 31, 2024, 75,000, was paid; and the Cash Purchase shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds: On or before March 8, 2024, $75,000; on or before April 5, 2024, $75,000; on or before April 30, 2024, $150,000; on or before May 31, 2024, $375,000; on or before June 30, 2024, $375,000; on or before July 31, 2024, $375,000. Further, the Third Amendment provides that in consideration of modifying the payment schedule, the Seller will receive 15,000 shares of the Company, the payment terms will be reviewed in 60 days and any modifications will be mutually agreed upon.

The foregoing description of the Third 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 Third Amendment, a copy of which is attached to this report as Exhibit 2.3 and is incorporated herein by reference.

Amendment No 4 to the Membership Interest Purchase Agreement

On April 29, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Fourth Amendment”). The Fourth Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the Fourth Amendment, the Cash Purchase Price on March 8, 2024, 75,000, was paid; and the Cash Purchase shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds on or before June 21, 2024, $150,000. Further, the Fourth Amendment provides the remaining payments will be deferred until 13 months from the date of signing this Amendment or the Company generates $400K in monthly revenue from the FinZeo products (after cost of sales only – no opex), and once either condition is met, the payment schedule will be a payment will be made every 30 days in the following amounts: $75,000; $375,000; $375,000; and $375,000.

The Fourth Amendment provides that in consideration of modifying the payment schedule the Seller will receive 50,000 Options of the Company with a strike price at the closing price of the date of the Fourth Amendment.

The foregoing description of the Fourth 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 Fourth Amendment, a copy of which is attached to this report as Exhibit 2.4 and is incorporated herein by reference.

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.

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)

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

Exhibit 2.1

AMENDMENT

TO THE

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between AppTech Payments Corp., (the “Purchaser”), Alliance Global Partners, LLC (the “Company”) and Chris Leyva (the “Seller”) is made and entered into as of 12/28/2023 (this “Amendment”).

W I T N E S S E T H

WHEREAS, each of the Purchaser, Seller and Company have previously entered into a Membership Interest Purchase Agreement (the “MIPA”; capitalized terms used herein shall have the meanings ascribed to such terms in the MIPA) on October 13, 2023; and

WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

Amendments to the MIPA

1. Section 2.2 of the MIPA entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:

“2.2 Payments following Closing. The Cash Purchase Price shall be paid as follows, without setoff or deduction, by wire transfer of immediately available Untied States funds into an account or accounts designated by Seller:

	(a)	On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;

(b)

On or before January 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and

(c)

On or before February 29, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000);

(d)

On or before March 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and

(e)

(c) On or before April 30, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000). Upon delivery of all payments of the Cash Purchase Price by the Purchaser in accordance with this Section 2.2, the Purchaser’s obligations to pay the Cash Purchase Price shall be deemed satisfied and discharged. The Purchaser shall pay or cause the Company to pay all of the Assumed Liabilities when due. Prior to Closing, the Company may transfer to any Affiliate any of its intellectual property unrelated to the Business.”

2. Reference. On and after the date hereof, each reference in the MIPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the MIPA in any other agreement, document or other instrument, shall mean, and be a reference to the MIPA, as amended by this Amendment.

3. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile or other electronic transmission, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

4. Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.

5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, representatives and the permitted successors and assigns of the parties hereto.

6. Conflict. To the extent the terms, conditions and provisions of this Amendment conflict with the terms, conditions and provisions of the Note, the terms, conditions and provisions of this Amendment shall govern and control.

7. Ratification. Except as amended hereby, the terms of the MIPA shall remain unmodified and in full force and effect and are hereby ratified and confirmed by each of the Purchase, Seller and Company.

8. Severability. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

9. Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules applied in such state.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

	APPTECH PAYMENTS CORP.


	By: /s/ Luke D’ Angelo
	Name: Luke D’ Angelo
	Title: CEO, Executive Director & Chairman



	ALLIANCE PARTNERS, LLC


	By: /s/ Chris Leyva
	Name: Chris Leyva
	Title: CEO



	CHRIS LEYVA

	By: /s/ Chris Leyva
	Chris Leyva

Exhibit 2.2

AMENDMENT NO 2 TO

THE

MEMBERSHIP INTEREST PURCHASE AGREEMENT

W I T N E S S E T H

WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment to the Membership Interest Purchase Agreement on December 28, 2023; and

WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Second Amendment.

Amendments to the MIPA

1. Section 2.2 of the MIPA and all Amendments entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:

(a) On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;

(b) On or before January 31, 2024, Seventy-Five Thousand Dollars ($75,000); and

(d) On or before March 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000);

(e) On or before April 30, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and

(f) (c) On or before May 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000).

Upon delivery of all payments of the Cash Purchase Price by the Purchaser in accordance with this Section 2.2, the Purchaser’s obligations to pay the Cash Purchase Price shall be deemed satisfied and discharged. The Purchaser shall pay or cause the Company to pay all of the Assumed Liabilities when due. Prior to Closing, the Company may transfer to any Affiliate any of its intellectual property unrelated to the Business.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

	AppTech Payments Corp.,
	a Delaware corporation



	By: /s/ Luke D’ Angelo
	Luke D’ Angelo
	Chairman & CEO



	Alliance Partners, LLC


	/s/ Chris Leyva


	Chris Leyva



	Chris Leyva

	/s/ Chris Leyva


	Chris Leyva

Exhibit 2.3

AMENDMENT NO 3

TO THE

MEMBERSHIP INTEREST PURCHASE AGREEMENT

W I T N E S S E T H

WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #1 to the Membership Interest Purchase Agreement on December 28, 2023; and

WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #2 to the Membership Interest Purchase Agreement on January 31, 2024; and

WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Third Amendment.

Amendments to the MIPA

1. Section 2.2 of the MIPA and all Amendments entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:

(a) On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;

(b) On January 31, 2024, Seventy-Five Thousand Dollars ($75,000) was paid; and

(d) On or before April 5, 2024, Seventy-Five Thousand Dollars ($75,000) and

(e) On or before April 30, 2024, One Hundred Fifty Thousand Dollars ($150,000); and

(f) On or before May 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000);

(g) On or before June 30, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000); and

(h)

On or before July 31, 2024, Three Hundred Seventy-Five Thousand Dollars ($375,000).

In consideration of modifying the payment schedule the Seller will receive Fifteen Thousand (15,000) shares of AppTech Payments Corp. (APCX) The shares will be issued within five business days from the execution of this amendment.

Payment terms will be reviewed in 60 days and any modifications will be mutually agreed upon.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

	AppTech Payments Corp.,
	a Delaware corporation



	By: /s/ Luke D’ Angelo
	Luke D’ Angelo
	Chairman & CEO



	Alliance Partners, LLC


	/s/ Chris Leyva


	Chris Leyva



	Chris Leyva

	/s/ Chris Leyva


	Chris Leyva

Exhibit 2.4

AMENDMENT NO 4

TO THE

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between AppTech Payments Corp., (the “Purchaser”), Alliance Partners, LLC (the “Company”) and Chris Leyva (the “Seller”) is made and entered into as of April 29, 2024 (this“Amendment”).

W I T N E S S E T H

WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #1 to the Membership Interest Purchase Agreement on December 28, 2023; and

WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #2 to the Membership Interest Purchase Agreement on January 31, 2024; and

WHEREAS, each of the Purchaser, Seller and Company have previously entered into an Amendment #3 to the Membership Interest Purchase Agreement on March 1, 2024; and

WHEREAS, the parties desire to amend the MIPA in accordance with the terms contained in this Fourth Amendment.

Amendments to the MIPA

1. Section 2.2 of the MIPA and all Amendments entitled “Payments following the closing” is hereby deleted in its entirety and simultaneously replaced with the following:

“2.2 Payments following Closing. The Cash Purchase Price shall be paid as follows, without setoff or deduction, by wire transfer of immediately available United States funds into an account or accounts designated by Seller:

(a) On the Closing Date, Five Hundred Thousand Dollars ($500,000) paid on 10/27/2023;

(b)

On January 31, 2024, Seventy-Five Thousand Dollars ($75,000) was paid; and

(c)

On March 8, 2024, Seventy-Five Thousand Dollars ($75,000) was paid; and

(d)

On or before June 21, 2024, One Hundred Fifty Thousand Dollars ($150,000); and Remaining payments will be deferred until:

13 months from the date of signing this Amendment or

the Company generates $400K in monthly revenue from the Finzeo products (after cost of sales only - no opex)

Once either of the conditions above are met the payment schedule will resume 30 days thereafter and a payment will be made every 30 days in the following amounts:

(e)

One Hundred Seventy-Five Thousand Dollars ($75,000); and

	(f)	Three Hundred Seventy-Five Thousand Dollars ($375,000); and

	(g)	Three Hundred Seventy-Five Thousand Dollars ($375,000); and

(h)

Three Hundred Seventy-Five Thousand Dollars ($375,000).

In consideration of modifying the payment schedule the Seller will receive Fifty Thousand (50,000) Options of AppTech Payments Corp. (APCX) The Options will be granted within five business days from the execution of this Amendment with a strike price at the closing price of the date of this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

	AppTech Payments Corp.,
	a Delaware corporation



	By: /s/ Luke D’ Angelo
	Luke D’ Angelo
	Chairman & CEO



	Alliance Partners, LLC


	/s/ Chris Leyva


	Chris Leyva



	Chris Leyva

	/s/ Chris Leyva


	Chris Leyva