APCX AppTech Payments Corporation

 

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): October 26, 2023

 

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

000-27569		66-0847995
(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 2.01 Completion of Acquisition or Disposition of Assets.

 

As disclosed on the Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2023 by AppTech Payments Corp. (the “Company”), on October 13, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Alliance Partners, LLC, a Nevada limited liability company (“Alliance Partners”), and Chris Leyva (the “Seller”), pursuant to which the Company agreed, upon the terms and subject to the conditions of the Purchase Agreement, to purchase all of the Seller’s interest in, to and under the membership interests of Alliance Partners (the “Transaction”). As consideration for the purchase of the membership interests of Alliance Partners, the Company has agreed to pay the Seller a total consideration of $2,000,000 in cash and assume the obligations and liabilities of Alliance Partners, subject to the satisfaction of certain customary closing conditions.

 

The Company closed the Transaction on October 26, 2023 (the “Closing Date”). Pursuant to the terms of the Purchase Agreement, the Company paid $500,000 to the Seller. Subsequent to the Closing Date, on or before January 7, 2024, the Company shall pay $750,000 to the Seller, and on or before April 7, 2024, the Company shall pay $750,000 to the Seller.

 

Forward-Looking Statements /Safe Harbor Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “would,” “will be” “seeks,” or other similar expressions. These forward-looking statements include, but are not limited to, statements whether or not the Transaction will be completed, the satisfaction of customary closing conditions related to the Transaction, and the timing of, and expectations in relation to, any of the foregoing matters. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

Item 7.01 Regulation FD Disclosure.

 

A copy of the Company’s press release announcing the closing of the Transaction is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1*		Membership Interest Purchase Agreement, dated as of October 13, 2023, by and among AppTech Payments Corp., Alliance Partners, LLC, and Chris Leyva.
99.1**		Press Release, dated October 27, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Previously filed.

** Furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and not to be deemed “filed” pursuant to Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

 

 

 

 

 

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: October 27, 2023	By:	/s/ Luke D’Angelo
		Luke D’Angelo
		Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

AppTech Payments Corp. Completes Acquisition of FinZeo

 

Carlsbad, Calif. – October 27, 2023 - AppTech Payments Corp. (NASDAQ: APCX), a pioneering Fintech company powering frictionless commerce between business to business and business to consumer, today announced that it completed its acquisition of Alliance Partners, LLC, owners of FinZeo, a software development company centered around the movement of money, nationally and globally.

 

FinZeo was founded in 2018 and is dedicated to delivering innovative payment and banking technology solutions for businesses of all sizes. By integrating the FinZeo platform, AppTech believes it can augment its technology offerings, furnishing users with cutting-edge tools accessible via online portals or through an API.

 

“This acquisition aligns seamlessly with AppTech's strategic initiatives, marking our steadfast commitment to investing in innovation and technology. We are resolute in our mission to foster revenue synergy and provide specialty payments for businesses and partners, while continuing to lead the way in the ever-evolving Fintech landscape,” said Luke D’Angelo, Chairman & CEO of AppTech Payments Corp. “With FinZeo fully integrated into our Commerse™ product suite, we trust the market will be highly receptive to our comprehensive PaaS and BaaS solutions. We welcome the FinZeo team to our company and look forward to executing on our commercialization strategy to ultimately generate value for our shareholders.”

 

Finzeo’s API enables AppTech to optimize integration with software providers and Independent Software Vendors (ISVs), facilitating rapid technology implementation. The onboarding process for ISVs will be streamlined with the support of video tutorials, a dedicated customer center, and a sandbox API environment. With the assimilation of FinZeo, AppTech advances into a Payment Facilitator (PayFac), propelling the company’s aggregation model.

 

To learn more about FinZeo, please visit www.finzeo.com.

 

About AppTech Payments Corp

AppTech Payments Corp. (NASDAQ: APCX) provides digital financial services for corporations, small and midsized enterprises (“SMEs”) and consumers through the Company’s scalable cloud-based platform architecture and infrastructure, coupled with our commerce experiences development and delivery model. AppTech maintains exclusive licensing and partnership agreements in addition to a full suite of patented technology capabilities. For more information, please visit www.apptechcorp.com.

 

Forward-Looking Statements

This press release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate, believe, estimate, expect, forecast, intend, may, plan, project, predict, should, will" and similar expressions as they relate to AppTech are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customer order patterns, changes in customer offering mix, and various other factors beyond the Company's control. Actual events or results may differ materially from those described in this press release due to any of these factors. AppTech is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Investor Relations Contact

Michael Kim/Brooks Hamilton

737-289-0835

APCX@mzgroup.us

 

AppTech Payments Corp.

760-707-5959

info@apptechcorp.com

 

v3.23.3

Cover	Oct. 26, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 26, 2023
Entity File Number	000-27569
Entity Registrant Name	AppTech Payments Corp.
Entity Central Index Key	0001070050
Entity Tax Identification Number	66-0847995
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5876 Owens Ave
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92008
City Area Code	760
Local Phone Number	707-5959
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	APCX
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $5.19
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15
Trading Symbol	APCXW
Security Exchange Name	NASDAQ

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