Current Report Filing (8-k)
April 21 2022 - 7:43AM
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2022-04-18
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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 18, 2022
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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 $5.19 |
|
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. |
On
April 18, 2022 AppTech Payments Corp., (the “Company”), AppTech IP Corp., a California corporation and a wholly-owned
subsidiary of the Company (“Merger Sub”) and HotHand, Inc., a California corporation (“HotHand”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into
HotHand and HotHand will continue as the surviving corporation and a subsidiary of the Company.
Pursuant
to the Merger Agreement, the Company will issue to the shareholders of HotHand 225,000 unregistered shares of the Company’s
common stock, par value $0.001 (“Company Common Stock”). In addition, the Merger Agreement provides for earnout payments
(“Earnout Payments”) to shareholders of HotHand of up to $2 million in cash. The Earnout Payments are payable in $500,000
installments upon the Company achieving $10 million, $15 million, $20 million and $25 million in gross revenue after the closing.
The
Merger Agreement contains customary representations and warranties, operating covenants and termination rights.
The
foregoing provides only a brief description of the material terms of the Merger Agreement and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by
reference to the full text of the Merger Agreement filed as an exhibit to this Current Report on Form 8-K, and is incorporated
herein by reference.
Item
7.01. |
Regulation
FD Disclosure. |
On
April 19, 2022, the Company issued a press release announcing the Merger Agreement. A copy of this press release is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
The
information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished for informational purposes only and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference
in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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. |
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Date: April 21, 2022 |
By: |
/s/ Luke D’Angelo |
|
|
Luke D’Angelo |
|
|
Chief Executive Officer |
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