8-K

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

AppTechPayments Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Information

As disclosed on the Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2023 by AppTech Payments Corp. (the “Company”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain accredited and institutional investor (the “Purchaser”) on October 24, 2023 pursuant to which the Company has agreed to issue and sell to Purchaser an aggregate of: (i) 1,666,667 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants (the “Purchase Warrants”) to purchase up to 1,666,667 shares of Common Stock, exercisable at $2.74 per share (the “Offering”). The offering price per Share and associated Purchase Warrants is $2.10.

On October 26, 2023, the Company closed the Offering and raised $3.5 million in gross proceeds from the Offering. The Common Stock and Purchase Warrants were issued pursuant to a prospectus supplement filed with the Commission on October 25, 2023, as amended by the Supplement No. 1 to the prospectus supplement filed on October 26, 2023, and the prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-265526), which was filed with the Commission on June 10, 2022 and was declared effective on July 15, 2022.

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.