8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February17, 2026

AppTech PaymentsCorp.

(Exact name of registrant as specified in its charter)

Delaware	001-39158	65-0847995
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

5876 Owens Ave, Suite 100

Carlsbad, California 92008

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (760) 707-5959

Not Applicable

(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	OTCQB
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15	APCXW	OTCQB

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. ☐

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by AppTech Payments Corp. (the “Company”) on February 19, 2026 (the “Original Report”) solely to remove certain information in Exhibit 10.1, which contained internal financial projections that were preliminary in nature and inadvertently included in the Original Report.

The projections were prepared solely for internal planning and budgeting purposes, were preliminary in nature, were not prepared with a view toward public disclosure or compliance with published guidelines of the Securities and Exchange Commission or the accounting principles generally accepted in the United States, and were not reviewed or audited by the Company’s independent registered public accounting firm. The projections were based on numerous assumptions and estimates that are inherently uncertain and subject to significant business, economic and competitive risks.

The Company does not intend to update, reaffirm or otherwise provide guidance with respect to such projections, and investors should not place any reliance on them.

Item 1.01

Entry into a Material Definitive Agreement.

The Exhibit 10.1 attached hereto is a replacement of Exhibit 10.1 furnished on the Original Form 8-K.

Except as described above, no other changes have been made to the Original Form 8-K, and this amendment does not modify or update any other information contained in the Original Form 8-K. This amendment should be read in conjunction with the Original Form 8-K.

Item 9.01

Financial Statements and Exhibits.

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(d) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit No.	Description
10.1*	First Amendment to Revenue Participation Agreement, dated as of February 17, 2026, by and between the Company and Ascendancy Management, Inc.(portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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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 PAYMENTS CORP.
Date: February 23, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa, Chief Executive<br> Officer

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Exhibit 10.1

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential.

FIRST AMENDMENT TO

REVENUE PARTICIPATION AGREEMENT

This First Amendment to Revenue Participation Agreement (this “Amendment”) is entered into as of February 17, 2026 (the “Amendment Effective Date”), by and between AppTech Payments Corp., a Delaware corporation (the “Company”), and Ascendancy Management, Inc., a Wyoming corporation (“Participant”). The Company and Participant may be referred to, individually, herein as a “Party” and, together, as the “Parties.”

R E C I T A L S

WHEREAS, the Company and Participant entered into that certain Revenue Participation Agreement dated as of November 7, 2025 (DocuSign Envelope ID: 1EE68913-E153-44A4-8D06-8827ED1FA6A5) (the “Original Agreement”), pursuant to which the Participant agreed to make certain cash advances to the Company in exchange for a share of revenue derived from the Company’s acquisition of Infinitus Pay Inc.;

WHEREAS, under the Original Agreement, the Participant committed to a Revenue Participation Contribution of $1,500,000.00, to be paid in three successive monthly payments of $500,000.00 each commencing on November 15, 2025, in exchange for which the Company agreed to pay Revenue Participation Payments equal to one percent (1%) of the Company’s Gross Contract Revenue during a Revenue Participation Term running from November 1, 2025 through December 31, 2028;

WHEREAS, Section 1.3 of the Original Agreement provided the Participant with two options for additional Revenue Participation Contributions (Option #1 and Option #2), and the Participant did not exercise either Option #1 or Option #2 within the timeframes specified therein;

WHEREAS, the Parties now desire to amend the Original Agreement to, among other things, increase the total Revenue Participation Contribution, modify the Revenue Participation Percentage, expand the definition of Gross Contract Revenue, extend the Revenue Participation Term, revise the Minimum Participation Payments, and modify the redemption schedule, all on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

A M E N D M E N T

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1.Confirmation Regarding Section 1.3 Options. The Parties hereby acknowledge and confirm that neither Option #1 nor Option #2, as set forth in Section 1.3 of the Original Agreement, was exercised by the Participant within the applicable notice and contribution deadlines.

Accordingly, the provisions of Section 1.3 of the Original Agreement, including all rights and obligations arising thereunder, are of no further force or effect.

**2. Additional Revenue Participation Contribution.**Section 1.2 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“Revenue Participation Contribution” means $2,000,000.00 in the aggregate, consisting of (a) $1,500,000.00 paid in three successive monthly payments of $500,000.00 each commencing on November 15, 2025, and (b) an additional contribution of $500,000.00 to be paid on or before February 28, 2026. The Participant shall pay such additional $500,000.00 contribution by wire transfer to an account designated by the Company.

3. Revenue Participation Percentage. Section 1.5 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“Revenue Participation Percentage” means one and three-quarters percent (1.75%) of the Company’s Gross Contract Revenue. The Parties agree that the Minimum Participation Payments are intended to approximate the monthly payment that would be due to the Participant based upon the Company’s current forecast of future Revenue Participation Payments. In the event the forecast Revenue Participation Payments are significantly less than the Minimum Participation Payments due to Participant, the Parties agree to adjust the Revenue Participation Percentage up to an amount not to exceed ten percent (10%) of the Gross Contract Revenue.

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4. Gross Contract Revenue. Section 1.7 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“Gross Contract Revenue” means all revenue generated by the Company from any and all channels, sources, products, services, platforms, partnerships, referral arrangements, or other revenue-generating activities, whether currently existing as of the Amendment Effective Date or developed, acquired, or established at any time in the future during the Revenue Participation Term, less the cost of goods sold directly attributable to such revenues.

5. Revenue Participation Term. Section 1.6 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“Revenue Participation Term” means the period of time commencing on November 1, 2025 and continuing in effect until December 31, 2029 (totaling fifty (50) months), unless earlier terminated in accordance with the provisions of the Agreement as amended hereby. During the Revenue Participation Term, the Participant shall be entitled to receive Revenue Participation Payments as set forth herein, subject to the terms and conditions provided in the Agreement as amended hereby.

**6. Redemption of Revenue Participation Contribution.**Section 6 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“The Parties agree that the Revenue Participation Contribution is not a loan. The Company agrees to repay the full amount of the Revenue Participation Contribution to the Participant without interest on a prorated basis over the final eighteen (18) months of the Revenue Participation Term (i.e., from month 33 through month 50 of the Revenue Participation Term).”

7. Minimum Participation Payments. Section 4 of the Original Agreement (including all tables set forth therein) is hereby amended and restated in its entirety to read as follows:

“**MINIMUM PARTICIPATION PAYMENTS.**In order to provide Participant assurance that the Company will be able to meet its obligation under Paragraph 2 above, and notwithstanding any other provision herein, the Company shall be obligated to pay the Participant no less than the minimum amounts specified in the table below (“Minimum Payment”) for each corresponding period, regardless of the actual Revenue Participation Payments due. If the calculated Revenue Participation Payments for any period are less than the Minimum Payment amount for that period as shown in the table below, the Company shall pay the Minimum Payment amount instead. These Minimum Payments shall be made by the fifteenth (15th) day of the month following the applicable period.

The updated Minimum Payment schedule, except for the first three-month period which operated under the old Minimum Payment schedule, is based on increasing the monthly Minimum Payment by $4,300 for each successive three-month period, as illustrated in the table below:

Month of Revenue Participation Term	Minimum Payment (per month)
1-3	[**]
4-6	[**]
7-9	[**]
10-12	[**]
13-15	[**]
16-18	[**]
19-21	[**]
22-24	[**]
25-27	[**]
28-30	[**]
31-33	[**]
34-36	[**]
37-39	[**]
40-42	[**]
43-45	[**]
46-48	[**]
49-50	[**]

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8. Ratification. Except as expressly modified by this Amendment, all terms, conditions, and provisions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed. In the event of any conflict between the terms of this Amendment and the terms of the Original Agreement, the terms of this Amendment shall control.

9. Defined Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement. All references in the Original Agreement to “this Agreement” shall be deemed to refer to the Original Agreement as amended by this Amendment.

10. Counterparts. This Amendment may be executed in any number of counterparts and signatures may be delivered via electronic mail, each of which may be executed by less than all Parties, each of which shall be enforceable against the Parties actually executing such counterparts, and all of which together shall constitute one instrument.

11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Amendment to the substantive law of another jurisdiction.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this First Amendment to Revenue Participation Agreement as of the date first written above.

AppTech Payments Corp.<br><br> <br>Thomas DeRosa	Ascendancy Management, Inc.
	By: Brian Kozlowski (Feb 17, 2026 21:04:36 EST)
By: Thomas DeRosa (Feb 17, 2026 18:12:17 PST)
Name: Thomas DeRosa<br><br> <br>Title: Chief Executive Officer<br><br> Date: 17/02/26	Name: Brian Kozlowski<br><br> <br>Title: President<br><br> Date: 17/02/26
Address for Notice:<br><br> <br>5876 Owens Ave. Suite 100<br><br> Carlsbad, California 92008<br><br> Attention: Chief Financial Officer<br><br> Email: fcorrado@apptechcorp.com	Address for Notice:<br><br> <br>30 N. Gould St #38571<br><br> <br>Sheridan, WY 82801<br><br> <br>Attention: President<br><br> <br>Email: brian@ascendancymanagement.com

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