Current Report Filing (8-k)
June 21 2023 - 7:31AM
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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): June 18,
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) |
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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 $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. |
On June 18, 2023 AppTech Payments Corp., (the
“Company”) and InstaCash, Inc. (“InstaCash”) entered into a Master Services and Development Agreement (the “Agreement”)
governing the relationship between the parties and the services provided by the Company to InstaCash, which include, managing InstaCash’s
mobile-to-mobile payment system, designing and developing InstaCash’s mobile-to-mobile payment system, and grants InstaCash a limited,
non-exclusive, worldwide right and license to use AppTech’s patent portfolio (the “AppTech Services”).
Pursuant to the Agreement, InstaCash will issue
to the Company the number of shares of preferred stock equal to seven percent (7%) of the total fully diluted capital stock (including
options, warrants, and other convertible securities) as of June 18, 2023.
The Agreement will remain in effect so long as
AppTech is providing AppTech Services to InstaCash under an applicable Strategic Partnership Agreement (as defined in the Agreement) or
active Order Form (as defined in the Agreement). The term of each Strategic Partnership Agreement and Order Form shall automatically renew
for twelve (12) additional months unless either the Company or InstaCash provides written notice of its intent not to renew at least sixty
(60) days prior to the term of the then-current Strategic Partnership Agreement or Order Form. Either party may terminate the Agreement
by giving written notice to the other party of a material breach of the Agreement which has not been cured within thirty (30) days of
receipt of the written notice by the breaching party.
The Agreement contains customary representations
and warranties, indemnification by the Company, and limitations on liabilities.
The foregoing provides only a brief description
of the material terms of the 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 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 June [20], 2023, the Company issued a press
release announcing the 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. |
|
|
|
Date:
June 21, 2023 |
By: |
/s/
Luke D’Angelo |
|
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Luke
D’Angelo |
|
|
Chief
Executive Officer |
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