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): July 29, 2020 (July 28, 2020)

 

AppTech Corp.

 

(Exact name of registrant as specified in its charter)

 
Wyoming   65-0847995
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
 
5876 Owens Ave. Suite 100
Carlsbad, California
  92008
(Address of principal executive offices)   (Zip Code)

 

(760) 707-5959

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

☐  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))

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share APCX OTC Pink Open Market

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

On July 28, 2020, Director Bobby Bedi did not seek reelection to remain a Director with AppTech Corp. (the “Company” or “AppTech”). Accordingly, as described in Item 5.07, new Directors were selected to fill Mr. Bedi’s vacancy and facilitate the expansion of the Company’s Board of Directors. Mr. Bedi shall be retained as a member of AppTech’s Advisory Board. He and the newly elected Directors shall be entitled to participate in the Company’s publicly disclosed director and advisor compensation plans. Such Director and advisor plans are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 12, 2020 under “Director & Advisor Compensation.”

 

Item 5.07. Submission of Matters to a Vote of Security Holders. 

 

On July 28, 2020, AppTech held its Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitle to notice of, and to vote at, the Annual Meeting was May 21, 2020. At the close of business on that date, the Company had 86,538,325 shares of common stock issued and outstanding and entitle to be voted at the Annual Meeting. At the meeting, zero proposals were submitted by the Company’s stockholders. The final voting results were as follows:

 

Proposal 1

 

Amendment of AppTech’s Articles of Domestication to expand the Board of Directors from 5 members to 7 separated into Class I and Class II Directors with staggered 2-year terms.

 

Votes For   Votes Against   Votes Abstained
  57,999,145       25       76  

 

Proposal 2

 

Election of 3 members to the Class I Board of Directors.

 

    Votes For   Withhold
Roz Huang     57,999,206       40  
Michael O’Neal     57,999,206       40  
William Huff     57,999,206       40  

 

Proposal 3

 

Election of 4 members to the Class II Board of Directors.

 

    Votes For   Withhold
Luke D’Angelo     45,164,669       12,834,577  
Michael B. Gross     57,999,206       40  
Gary Wachs     57,999,206       40  
Christopher Williams     57,999,206       40  

 

 

 

 

Proposal 4

 

Approval of AppTech’s Equity Incentive Plan.

 

Votes For   Votes Against   Votes Abstained
  56,913,901       51,040       1,034,305  

 

 

Proposal 5

 

Ratification of dbbmckennon as AppTech’s independent registered public accounting form for the year ending in December 31, 2020.

 

Votes For   Votes Against   Votes Abstained
  57,992,315       1,532       5,401  

 

Item 7.01. Regulation FD Disclosure 

 

On July 28, 2020, at the Company’s Annual Meeting, the Interim Chief Executive Officer, Luke D’Angelo, inadvertently announced the following:

 

1. That the Company had entered into a nonbinding memorandum of understanding with a payments technology company whereby AppTech shall receive licensing rights to their digital banking platform. Further, under this MOU, AppTech shall work in close association with the other entity to complete development of AppTech’s secure text payment system.

 

2. That the Company was negotiating a strategic partnership with another entity in order to enter the telehealth and remote patient monitoring markets.

 

As indicated in the forward-looking statements disclosure read at the meeting, there can be no assurances that definitive documents will be executed. If definitive agreements are executed, the Company will make an announcement at that time. There will not be updates provided on the status of the negotiations.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  APPTECH CORP.
     
 Date: July 29, 2020 By: /s/ Luke D’Angelo
  Name: Luke D’Angelo
  Title: Interim Chief Executive Officer

 

 

 

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