8-K
AppTech Payments Corp. (APCX)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 2021
AppTech Corp.
(Exact name of registrant as specified inits charter)
| Wyoming | 65-0847995 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification Number) |
| 5876 Owens Ave. Suite 100Carlsbad, California | 92008 |
| (Address of principal executive offices) | (Zip Code) |
(760) 707-5959
(Registrant’s telephone number, includingarea 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))
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. ☐
| 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.
Resignation of Michael Gross as Director
On April 28, 2021, Director and Former CEO of AppTech Corp. (“AppTech”) resigned from his position a member of the AppTech Board of Directors, effective immediately. A copy of the resignation letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Appointment of Michael Yadgar as Director
On April 28, 2021, Michael Yadgar was appointed by the AppTech Corp. Board of Directors to fill the vacant seat held by Michael Gross. A copy of the press release announcing Michael Gross’s resignation and Michael Yadgar’s appointment is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 and the attached Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
The information in this Item 7.01 and the attached Exhibits 99.1 and 99.2 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Michael Gross Resignation Letter dated April 28, 2021 |
| 99.2 | Press Release, dated April 30, 2021 |
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: April 30, 2021 | By: | /s/ Luke D’Angelo |
| Name: | Luke D’Angelo | |
| Title: | Chief Executive Officer |
Exhibit 99.1
| AppTech Corp.<br> 5876 Owens Ave, Ste. 100<br> Carlsbad, CA 92008 | (760) 707-5959<br> info@apptechcorp.com<br> www.apptechcorp.com |
|---|
April 28, 2021
AppTech Board of Directors
AppTech Corp.
5876 Owens Ave. Suite 100
Carlsbad, CA 92008
Dear Fellow Directors,
I am writing this letter to affirm my earlier expressed desire to resign from my position on the Board of Directors of AppTech Corp., effective immediately.
My commitment to the success of AppTech is unwavering, but I have determined that it is in the best interest of the company for me to take a step back. In doing so, I will make room for someone that will aid AppTech achieve its goals and growth potential.
It has been a pleasure being a part of AppTech not only as a Director, but also as the former CEO. I am proud of all we have accomplished during my tenure and I have no doubt this will continue in the future.
If I can be of any assistance during the transition or in any other way possible, please do not hesitate to ask.
Best regards,
Michael B. Gross
Exhibit 99.2
APPTECH CORP. WELCOMES NEW BOARD MEMBERS
CARLSBAD, Calif., April 29, 2021 - AppTech Corp. (“AppTech”) (OTC: APCX) a fintech company, announced today the retirement of Michael Gross and appointment of Michael Yadgar to the Company’s Board of Directors. Mr. Yadgar is a corporate lawyer and strategic advisor. He currently serves as a member of the Board of Directors of nDigital Holdings SPC, a holding company for operational fintech assets; nDigital Ventures, a holding company for fintech investments and joint ventures; NEC Payments B.S.C. (“NECP”); and Apiso W.L.L. (“Apiso”).
Virgil Llapitan, AppTech President & COO, stated, “With more than 20 years of experience counseling and directing clients on general corporate, acquisition, divestment, strategy, and investment matters, Michael will play a pivotal role on our Board during this time of expansion and acceleration. We are very fortunate Michael accepted the invitation given his in-depth, well-rounded expertise across our industry and we welcome him aboard.”
In addition to Mr. Yadgar, Andrew Sims will also join AppTech’s Board as an observer. Mr. Sims is a co-founder, board member and the Chief Executive Officer of nDigital Holdings SPC and its subsidiaries including NECP and Apiso. NECP is a licensed and regulated digital banking and payment technology company that provides innovative Banking-as-a-Service and digital financial services technologies to power high-performance, flexible, and secure digital banking and payments products. NECP recently received the accolade of “Best Digital Banking Technology Innovator” in the Middle East 2021.
As previously announced, AppTech and NECP have entered into a strategic partnership to deliver a FinTech ecosystem that incorporates embedded payments, banking and financial services capabilities to power digital commerce experiences for clients. In addition, AppTech offers these forward-thinking financial institutions, technology companies and SMBs operational efficiencies such as automated financial controls and reconciliation to reduce or eliminate manual administration.
Luke D’Angelo, AppTech Chairman & CEO commented, “Though we will greatly miss our long-time board member, Mickey Gross, we are happy to have Michael and Andrew join us. This is an exciting time for AppTech!”
About AppTech (OTC: APCX)
AppTech Corp. is a financial technology company utilizing innovative payment processing and digital banking technologies to complement our core merchant services capabilities. Our patented and proprietary software will provide progressive and adaptable products that are available through a suite of synergistic offerings directly to merchants, banking institutions and business enterprises. For more information about our company, 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” and “will” and similar expressions as they relate to AppTech are intended to identify such forward-looking statements. These forward-looking statements involve risks and uncertainties concerning the Company. 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.
Contacts:
AppTech Corp. Investor Relations
ir@apptechcorp.com
(760) 707-5955
James S. Painter III
Emerging Markets Consulting, LLC
jamespainter@emergingmarketsllc.com
(321) 206-6682