APCX 10-K

AppTech Payments Corp. (APCX)

10-K 2025-03-31 For: 2024-12-31

View Original

Added on April 06, 2026

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value 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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

		Page
	Part I
	Special Note Regarding Forward-Looking Statements and Projections	1
Item 1.	Business	2
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	8
Item 1C.	Cybersecurity	8
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10

	Part II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	[Reserved]	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Qualitative and Quantitative Disclosures about Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	20
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	20

	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13.	Certain Relationships and Related Transactions and Director Independence	22
Item 14.	Principal Accountant Fees and Services	22

	Part IV
Item 15.	Exhibits and Financial Statements Schedules	23
Item 16.	Form 10-K Summary	23

Index to Financial Statements		24
Exhibit Index		46
Signatures		51

	·	delays and uncertainty associated with the boarding of clients to our platform;

	·	substantial investment and costs associated with new potential revenue streams and their corresponding contractual obligations;

	·	a slowdown or reduction in our sales due to a reduction in end user demand, unanticipated competition, regulatory issues, or other unexpected circumstances;

	·	uncertainty regarding adverse macroeconomic conditions, including inflation, a recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, consumer confidence and spending, and high unemployment;

	·	dependence on third-parties needed to facilitate our automated clearing house (“ACH”) and merchant service capabilities;

	·	delay in or failure to obtain regulatory approval for any future products in additional countries, and;

	·	current and future laws and regulations.

	·	Increasing our customer base by offering unique and compelling, patent protected technology solutions;

	·	Driving growth in our merchant services business through new and flexible technologies that will enable our customers to adapt to a rapidly changing marketplace;

	·	Rolling-out our API-driven, account-based, issuer processing solution for card, digital token, and payment transfer transactions that will enable us to target multi-currency and multi-channel digital banking and embedded B2B payment opportunities;

	·	Providing advanced technology to our clients to engage end-users via lead generation and text marketing services to enable businesses to better communicate with their customers and integrate our full suite of products;

	·	Maintaining technological leadership by continuing to innovate and improve our scalable, extensible, cloud-based technology;

	·	Pursuing strategic acquisitions, investments, or partnerships to complement and bolster our suite of Fintech products;

	·	Creating cross-selling synergies through white-labeling or SaaS distribution enabling us to provide a holistic suite of products and services to financial institutions, technology companies, and SMEs;

	·	Neo-Banking for consumers and SMEs;

	·	Embedded B2B and consumer virtual payments (“VCNs”);

	·	P2P money transfer;

	·	Payroll, expenses, management and B2C and government to consumer (“G2C”) disbursements;

	·	Treasury management;

	·	Any other product that requires a prepaid or credit balance to be held and transacted upon.

	·	Patented Technology including a Text-to-Pay patent that enables B2B, B2C and P2P payments via SMS, mobile push, email and other forms of embedded links. Combined with four mobile-to-computer messaging and lead generation patents, we can enable financial institutions, technology companies and businesses to unlock innovative customer experiences.

	·	Personalization and User Experience are also at the core of our Platform. Through marketing automation capabilities, our Platform will provide an industry first online-to-offline customer attribution capability. Licensees of our Platform will be able to link their customer’s online behavior to their buying preferences in real-time in order to personalize the selling and buying experience, streamline checkout and improve conversion rates.

	·	Automation is delivered through our APIs to unlock automated financial transactions and customer experiences. For example, our Platform can be simply configured to create many types of automated customer benefits and incentives including instant cashback or added-value promotions. Further, our Platform will be easily leverageable to create similar money saving experiences like round ups, i.e., rounding to the nearest dollar and depositing the difference between the purchase price and round-up into a digital bank account.

	·	Integration and Embedded Payments are central functions of our Platform. As such, we offer developers and enterprises an open platform with flexible rest APIs to build new payment and financial transaction features in SaaS and cloud apps or create compelling new digital financial services user experiences from scratch.

	Years ended December 31						Change
($ in thousands)	2024			2023			Amount			%

Revenue	$	276		$	504		$	(228	)		(45%	)
Cost of revenue		52			187			(135	)		(72%	)
Gross profit		224			317			(93	)		(29%	)

Operating expenses
General and administrative		7,794			9,873			(2,079)			(21%	)
Research and development		1,977			3,498			(1,521	)		(43%	)
Impairment of Intangible assets		–			6,131			(6,131	)		(100%	)
Total operating expenses		9,771			19,502			(9,731	)		(50%	)

Loss from operations		(9,547	)		(19,185	)		9,638			(50%	)

Other income (expenses)
Interest expense, net		(646	)		(52	)		(594	)		NM
Change in fair value of derivative liability		–			27			(27	)		(100%	)
Other income		1,260			698			562			81%
Total other income		614			673			(59	)		9%

Loss before income taxes		(8,933	)		(18,512	)		9,579			52%

Provision for income taxes		–			–			–			–

Net loss	$	(8,933	)	$	(18,512	)	$	9,579			52%


	2024			2023

Net cash used in operating activities	$	(7,457	)	$	(8,859	)
Net cash used in investing activities	$	(1,159	)	$	(500	)
Net cash provided by financing activities	$	8,203		$	7,178

	1.	Financial Statements. See Index to Financial Statements under Item 8 of this Annual Report on Form 10-K.

	2.	Financial Statement Schedules. All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the financial statements or related notes.

	3.	Exhibits. We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately following the financial statements contained in this Annual Report on Form 10-K.

	Pages

Report of Independent Registered Public Accounting Firm (PCAOB ID 3501)	25

Consolidated Balance Sheets	26

Consolidated Statements of Operations	27

Consolidated Statements of Stockholders’ Equity	28

Consolidated Statements of Cash Flows	29

Notes to the Consolidated Financial Statements	30


	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	868		$	1,281
Accounts receivable		43			30
Prepaid expenses		159			205
Other current assets		1,350			–
Total current assets		2,420			1,516
Note receivable		–			26
Right of use asset		86			66
Security deposit		86			9
Intangible assets, net of accumulated amortization		3,410			4,428
Goodwill		1,161			1,161
Capitalized software development, net of accumulated amortization		1,823			1,147
TOTAL ASSETS	$	8,986		$	8,353

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,853		$	1,799
Accrued liabilities		1,519			1,958
Notes payable		–			1
Deferred revenue		–			244
Right of use liability		68			78
Total current liabilities		3,440			4,080
Long-term liabilities
Right of use liability, net of current portion		18			14
Notes payable, net of current portion		61			65
Total long-term liabilities		79			79
TOTAL LIABILITIES		3,519			4,159

Commitments and contingencies (Note 8)		–			–

Stockholders’ equity
Series A preferred stock; $0.001 par value; 100,000 shares authorized; 14 shares issued and outstanding at December 31, 2024 and 2023		–			–
Common stock, $0.001 par value; 105,263,158 shares authorized; 33,278,934 and 22,251,742 issued and outstanding at December 31, 2024 and 2023, respectively		33			22
Additional paid-in capital		174,131			163,921
Accumulated deficit		(168,697	)		(159,749	)
Total stockholders’ equity		5,467			4,194
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,986		$	8,353


	December 31, 2024			December 31, 2023

Revenues	$	276		$	504
Cost of revenues		52			187
Gross profit		224			317

Operating expenses:
General and administrative, including stock-based compensation of $1,254 thousand and $2,494 thousand, for the years ended December 31, 2024 and 2023, respectively		7,794			9,873
Impairment of intangible assets		–			6,131
Research and development, including stock-based compensation of $138 thousand and $982 thousand, for the years ended December 31, 2024 and 2023, respectively		1,977			3,498
Total operating expenses		9,771			19,502

Loss from operations		(9,547	)		(19,185	)

Other income (expenses)
Interest expense		(646	)		(52	)
Change in fair value of derivative liability		–			27
Gain (loss) on debt extinguishment		1,245			(17	)
Other income (expenses)		15			715
Total other expenses		614			673

Loss before provision for income taxes		(8,933	)		(18,512	)

Provision for income taxes		–			–

Net loss	$	(8,933	)	$	(18,512	)
Deemed dividend related to warrant resets		(15	)		(763	)
Net loss attributable to common stockholders	$	(8,948	)	$	(19,275	)

Basic and diluted net loss per common share	$	(0.35	)	$	(1.01	)
Weighted-average number of shares used basic and diluted per share amounts		25,305,837			19,103,000



	Series A Preferred				Common Stock				Additional Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity

Balance December 31, 2022		14	$	–		16,697,280	$	17	$	147,881		$	(140,474	)	$	7,424
Net loss		–		–		–		–		–			(18,512	)		(18,512	)
Stock based compensation		–		–		460,000		–		3,476			–			3,476
Issuance of shares for settlement		–		–		250,000		–		400			–			400
Option exercise		–		–		35,528		–		33			–			33
Repricing of warrants		–		–		–		–		763			(763	)		–
Net proceeds from sale of common shares		–		–		3,808,934		4		8,929			–			8,933
Shares issued for debt extinguishment		–		–		1,000,000		1		2,439			–			2,440
Balance December 31, 2023		14	$	–		22,251,742	$	22	$	163,921		$	(159,749	)	$	4,194
Net loss		–		–		–		–		–			(8,933	)		(8,933	)
Stock based compensation		–		–		260,000		–		1,392			–			1,392
Net proceeds from sale of common stock		–		–		6,473,180		7		6,281			–			6,288
Offering costs		–		–		–		–		(68	)		–			(68	)
Repricing of warrants		–		–		–		–		15			(15	)		–
Shares issued for debt conversion		–		–		1,975,606		2		1,124			–			1,126
Warrants issued		–		–		–		–		334			–			334
Warrants exercised, net		–		–		1,666,667		2		1,008			–			1,010
Warrants exercised – Cashless		–		–		521,739		–		–			–			–
Shares issued with Notes Payable		–		–		130,000		–		124			–			124
Balance December 31, 2024		14	$	–		33,278,934	$	33	$	174,131		$	(168,697	)	$	5,467


	December 31, 2024			December 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,933	)	$	(18,512	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		1,392			3,476
Expense/loss from shares issued for settlement		–			400
(Gain) loss on debt extinguishment		(1,245	)		17
Cancellation of stock repurchase liabilities		–			(430	)
Impairment of intangible assets		–			6,131
Gain on settlement of convertible note, warrants and derivative liabilities		–			(250	)
Amortization of debt discount		579			4
Amortization of intangible assets and software		1,423			985
Change in fair value of derivative liabilities		–			(27	)
Write-off of note receivable		26			–
Changes in operating assets and liabilities:
Accounts receivable		(12	)		21
Prepaid expenses		46			362
Other current assets		(1,350	)		–
Accounts payable		1,150			540
Accrued liabilities		(413	)		(1,809	)
Deferred revenue		(94	)		244
Right of use asset and liability, net		(26	)		(11	)
Net cash used in operating activities		(7,457	)		(8,859	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized software development		(1,081	)		–
Other assets		(78	)		–
Acquisition		–			(500	)
Net cash used in investing activities		(1,159	)		(500	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on loans payable - related parties		–			(88	)
Proceeds from sale of common stock		6,288			8,933
Proceeds from note payable		200			–
Repayment of note payable		(205	)		(1,021	)
Proceeds from convertible note payable		910			–
Repayment of convertible note payable		–			(679	)
Proceeds received from exercise of stock options and warrants		1,010			33
Net cash provided by financing activities		8,203			7,178
Changes in cash and cash equivalents		(413	)		(2,181	)
Cash and cash equivalents, beginning of year		1,281			3,462
Cash and cash equivalents, end of year	$	868		$	1,281
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	67		$	1,233
Cash paid for income taxes	$	–		$	–
NON-CASH INVESTING AND FINANCING ACTIVITIES
Cancellation of stock repurchase liabilities	$	–		$	430
Accrual of the acquisition consideration	$	–		$	1,500
Goodwill from acquisition	$	–		$	1,161
Intangible assets from acquisition	$	–		$	4,400
ROU assets and lease liabilities recognized from the new lease	$	86		$	–
Shares issued for debt conversion	$	1,126		$	2,440
Shares issued for prepaid services	$	68		$	–
Shares issued with notes payable	$	124		$	–
Warrants issued with convertible notes payable	$	334		$	–


	December 31, 2024		December 31, 2023
Series A preferred stock		1,148		1,148
Warrants		15,906,627		7,489,960
Options		5,446,785		2,725,564
Total		21,354,560		10,216,672


Intellectual Property	December 31, 2024			December 31, 2023
Beginning balance	$	4,428		$	311
Acquisition of intangible assets		–			4,400
Amortization expenses		(1,018	)		(283	)
Ending balance	$	3,410		$	4,428


Capitalized Software Development Cost	December 31, 2024			December 31, 2023
Beginning balance	$	1,147		$	4,921
Additions		1,081			–
Impairment		–			(3,072	)
Amortization expenses		(405	)		(702	)
Ending balance	$	1,823		$	1,147

Schedule of amortization expense
Fiscal Year Ending December 31	Amortization Expense
2025	$	1,430
2026		1,390
2027		1,318
2028		946
2029		149

Schedule of accrued liabilities
	December 31, 2024		December 31, 2023
Payables due to seller for acquisition	$	1,200	$	1,500
Accrued payroll		202		189
Accrued residuals		15		12
Anti-dilution provision		–		72
Other		102		185
Total accrued liabilities	$	1,519	$	1,958

Schedule of right of use asset
2025	$	73
2026		18
Minimum Future Lease Payments	$	91
Less: Imputed interest		(5	)
Total Minimum Future Lease Payments	$	86

	1.	1,000,000 options to a consultant, with vesting contingent upon reaching specified sales milestones. The fair value of these options, which are non-plan with a one-year life, will be recognized as an expense when vesting appears probable. These options have an exercise price of $1.58 per share and a fair value of $0.64 per share on the issuance date. As of December 31, 2024, the Company did not record any stock-based compensation expense as these were not determined to be probable of vesting.

	2.	On April 4, 2024, the Company granted 351,000 options to current and former employees and consultants with an exercise price of $0.95, a ten-year expiration term, and a fair value on the grant date of $0.86. The Company recognized $349 thousand related to this grant. The options were fully vested upon the grant date.

	3.	The Company granted 470,000 options to the board of directors and consultants. These options have a ten-year expiration period, with exercise prices ranging from $0.59 to $2.11 per share. The fair value of these options, as determined on the grant date, ranged from $0.51 to $1.78 per share.

	4.	On July 3, 2024, the Company granted 510,000 options under the equity plan and 1,452,500 options outside of the plan to employees and consultants. These options, which expire ten years from the grant date, have an exercise price of $0.97 per share and a fair value of $0.86 per share on the issuance date. The vesting of these options is contingent upon reaching specified company milestones. The fair value of these options will be recognized as an expense when the vesting becomes probable.

Schedule of option activity
	Number of shares			Weighted Average exercise price		Weighted Average remaining years
Outstanding December 31, 2023		2,725,564		$	1.84		4.07
Issued		3,838,500			1.13
Exercised		–			–
Cancelled		(1,117,279	)		2.07
Outstanding as of December 31, 2024		5,446,785		$	1.29		7.15
Outstanding as of December 31, 2024, vested		1,984,288		$	1.18		7.97

Schedule of fair value assumptions
		December 31, 2024
Market value of common stock on issuance date		$0.51 - $1.99
Exercise price		$0.59 - $2.11
Expected volatility		102% - 144%
Expected term (in years)		1.0 - 10.0
Risk-free interest rate		3.58% - 5.00%
Expected dividend yields		–

		December 31, 2023
Market value of common stock on issuance date		$1.77 - $3.12
Exercise price		$1.77 - $3.12
Expected volatility		152% - 172%
Expected term (in years)		2.0 - 5.0
Risk-free interest rate		4.15% - 4.96%
Expected dividend yields		–

Schedule of warrant activity
	Number of shares			Weighted Average exercise price		Weighted Average remaining years
Outstanding December 31, 2023		7,489,960		$	3.52		3.83
Cancelled		–		$	–
Exercised		(2,416,667	)	$	0.70
Issued		10,833,334		$	0.97
Outstanding as of December 31, 2024		15,906,627		$	1.76		4.25

Exhibit Number		Exhibit Title
2.1		Agreement and Plan of Merger dated as of April 18, 2022, by and among AppTech Payments Corp., AppTech IP Corp., and HotHand, Inc., (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, as filed on April 21, 2022, and incorporated herein by reference)
2.2		Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 6, a limited partnership, (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A, as filed on December 17, 2024, and incorporated herein by reference)
2.3		Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 7, a limited partnership, (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K, as filed on December 17, 2024, and incorporated herein by reference)
3.1		AppTech Corp. Articles of Conversion filed October 25, 2006 (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.2		AppTech Corp. Articles of Incorporation filed October 25, 2006 (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.3		AppTech Corp. Certificate of Designation filed May 09, 2007 (filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.4		AppTech Corp. Certificate of Correction filed June 04, 2007 (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.5		AppTech Corp. Certificate of Designation filed June 06, 2007 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.6		AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed November 17, 2008 (filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.7		AppTech Corp. Certificate of Amendment filed October 26, 2009 (filed as Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.8		AppTech Corp. Certificate of Amendment filed October 27, 2009 (filed as Exhibit 3.8 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.9		AppTech Corp. Certificate of Designation filed April 21, 2010 (filed as Exhibit 3.9 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.10		AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 27, 2010 (filed as Exhibit 3.10 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.11		AppTech Corp. Certificate of Change filed July 22, 2010 (filed as Exhibit 3.11 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.12		AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010 (filed as Exhibit 3.12 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.13		AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010 (filed as Exhibit 3.13 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.14		AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 28, 2010 (filed as Exhibit 3.14 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.15		AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 08, 2011 (filed as Exhibit 3.15 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.16		AppTech Corp. Certificate of Amendment filed June 06, 2011 (filed as Exhibit 3.16 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.17		AppTech Corp. Articles of Domestication filed July 18, 2011 (filed as Exhibit 3.17 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.18		AppTech Corp. Bylaws dated May 07, 2013 (filed as Exhibit 3.18 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.19		AppTech Corp. Certificate of Domestication filed July 09, 2013(filed as Exhibit 3.19 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.20		AppTech Corp. Articles of Amendment filed October 31, 2013 (filed as Exhibit 3.20 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.21		AppTech Corp. Certificate of Incorporation filed July 29, 2015 (filed as Exhibit 3.21 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.22		AppTech Corp. Bylaws (Amended and Restated) dated March 27, 2020 (filed as Exhibit 3.22 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

3.23		AppTech Certificate of Incorporation filed with the Secretary of State of Delaware dated December 13, 2021 (filed as Exhibit 3.23 to the Registrant’s Registration Statement on Form S-1, as filed on December 15, 2021, and incorporated herein by reference)

3.24		AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.24 to the Registrant’s Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference)

3.25		AppTech Certificate of Conversion filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.25 to the Registrant’s Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference)

3.26		AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.26 to the Registrant’s Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference)

3.27		AppTech Certificate of Amendment filed with the Secretary of State of Delaware dated December 27, 2021 (filed as Exhibit 3.27 to the Registrant’s Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference)

3.28		AppTech Amended and Restated Bylaws (filed as Exhibit 3.22 to the Registrant’s Registration Statement on Form S-1, as filed on December 17, 2021, and incorporated herein by reference)

4.1		Specimen Stock Certificate of AppTech Corp.’s Common Stock (incorporated by reference to Exhibit 4.1 to Form 10-12G/A filed February 14, 2020)

4.2		AppTech Code of Business Conduct (filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

4.3		AppTech Corp. Audit Committee Charter (filed as Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference)

4.4		AppTech Corp. Compensation Committee Charter (filed as Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference)

4.5		AppTech Corp. Corporate Governance and Nominating Committee Charter (filed as Exhibit 99.3 to Form S-1 as filed on February 16, 2021 and incorporated herein by reference)

4.6		Form of Purchase Warrant (filed as Exhibit 4.1 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference)

4.7		Form of Purchase Warrant (filed as Exhibit 4.1 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference)

4.8		Description of Securities (filed as Exhibit 4.6 to Form 10-K/A as filed on August 21, 2023 and incorporated herein by reference)

4.9		Form of Debenture, dated July 10, 2024, in the principal amount of $1,100,000 (filed as Exhibit 4.1 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

4.10		Form of Warrant, dated August 30, 2024 (filed as Exhibit 4.2 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

4.11		Form of New Warrant, dated July 10, 2024 (filed as Exhibit 4.1 to Form 8-K as filed on August 29, 2024 and incorporated herein by reference)

10.2		Lease & Purchase Option Agreement dated January 22, 2020 (filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

10.3		Strategic Partnership Agreement dated as of August 21, 2020, by and among AppTech Corp. and Silver Alert Services LLC, doing business as LifeLight Systems. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed on August 26, 2020, and incorporated herein by reference)

10.4		Subscription License and Service Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

10.5		Digital Banking Platform Operating Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

10.6		Subscription License Order Form dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). PURSUANT TO REG S-K ITEM 601, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED. (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

10.7		Registration Rights Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

10.8		Warrant Agency Agreement, dated as of January 7, 2022, between the Company and Transfer Online, Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed on January 10, 2022), an incorporated herein by reference)

10.9		Securities Purchase Agreement, dated January 30, 2023, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference)

10.10		Form of Lock-Up Agreement (filed as Exhibit 10.2 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference)

10.11		Master Services and Development Agreement(filed as Exhibit 10.1 to Form 8-K as filed on June 21, 2023 and incorporated herein by reference)

10.12		Membership Interest Purchase Agreement, dated as of October 13, 2023, by and among AppTech Payments Corp., Alliance Partners, LLC, and Chris Leyva. (filed as Exhibit 10.1 to Form 8-K as filed on October 16, 2023 and incorporated herein by reference)

10.13		Securities Purchase Agreement, dated October 24, 2023, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference)

10.14		Amendment to Common Stock Purchase Warrant (filed as Exhibit 10.2 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference)

10.15		Amendment to the Membership Interest Purchase Agreement, dated December 28, 2023, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.1 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference)

10.16		Amendment to the Membership Interest Purchase Agreement, dated January 31, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.2 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference)

10.17		Amendment to the Membership Interest Purchase Agreement, dated March 1, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.3 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference)

10.18		Amendment to the Membership Interest Purchase Agreement, dated April 29, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.4 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference)

10.19		Form of Securities Purchase Agreement, dated July 10, 2024 (filed as Exhibit 10.1 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

10.20		Form of Registration Rights Agreement, dated July 10, 2024 (filed as Exhibit 10.2 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

10.21		Form of Warrant Inducement Agreement, dated August 28, 2024, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on August 29, 2024 and incorporated herein by reference)

10.22		Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,200,000 Warrant Shares (filed as Exhibit 10.1 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference)

10.23		Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,800,000 Warrant Shares (filed as Exhibit 10.2 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference)

10.24		Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 4,000,000 Warrant Shares (filed as Exhibit 10.3 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference)

10.25		Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 6,000,000 Warrant Shares (filed as Exhibit 10.4 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference)

19.1*		Insider Trading Policy

21.1		Subsidiaries of AppTech Payments Corp. (filed as Exhibit 21.1 to Form 10-K as filed on April 1, 2024 and incorporated herein by reference)

23.1*		Consent of dbbmckennon, Independent Registered Public Accounting Firm

31.1*		Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

31.2*		Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

32.1**		Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

32.2**		Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

97		AppTech Payments Corp. Clawback Policy (filed as Exhibit 97 to Form 10-K as filed on April 1, 2024 and incorporated herein by reference)

101.INS		XBRL INSTANCE DOCUMENT

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE 104*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	AppTech Payments Corp.

	By:	/s/ Thomas DeRosa
	Name:	Thomas DeRosa
	Title:	Interim Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Felipe A. Corrado IV
		Felipe A. Corrado IV Chief Financial Officer and Treasurer (Principal Financial Officer and Accounting Officer)

Signature	Title	Date

/s/ Luke D’Angelo	Chairman of The Board	March 31, 2025
Luke D’Angelo

/s/ Virgil Llapitan	President, Chief Operation Officer and Director	March 31, 2025
Virgil Llapitan

/s/ Albert L. Lord	Director	March 31, 2025
Albert L. Lord

/s/ Thomas J. Kozlowski Jr.	Director	March 31, 2025
Thomas J. Kozlowski Jr.

/s/ Calvin D. Walsh	Director	March 31, 2025
Calvin D. Walsh