APCX 8-K
AppTech Payments Corp. (APCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
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the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2026, AppTech Payments Corp. (the “Company”) entered into a Promissory Note (the “Note”) with the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025 (the “Lender”), pursuant to which the Lender agreed to lend the Company $500,000 for short-term working capital and general corporate purposes.
The Note bears interest at a rate of 9.0% per annum and matures ninety (90) days from issuance. No payments of principal or interest are required prior to the maturity date. The Company may prepay the Note at any time without premium or penalty, provided accrued interest through the date of payment is also paid.
The Note contains customary events of default, including the Company’s failure to repay amounts due at maturity, certain bankruptcy or insolvency events, and certain uncured material breaches. Upon an event of default, the lender may declare all outstanding principal and accrued interest immediately due and payable.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Promissory Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Related Person Transaction
Albert L. Lord, Jr., the Chairman of the Company’s Board of Directors, serves as trustee of the Suzanne D. Lord Spousal Estate Reduction Trust, the lender under the Note. Accordingly, the Company considers the transaction to be a related person transaction under Item 404(a) of Regulation S-K. The Company’s Board of Directors approved the transaction in accordance with the Company’s related person transaction policies.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Number | Exhibit Description |
| 10.1 | Promissory Note, dated June 26, 2026, by and between AppTech Payments Corp. and the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 2, 2026 | By: | /s/ Felipe Corrado |
| Felipe Corrado | ||
| Chief Financial Officer | ||
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Exhibit 10.1
PROMISSORY NOTE
Principal Amount: $500,000.00
Date: June 26, 2026
FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025 ("Lender"), or its permitted assigns, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with interest thereon, pursuant to the terms set forth below.
The proceeds of this Note shall be used by the Borrower for short-term working capital and general corporate purposes.
| 1. | Principal |
The Borrower acknowledges receipt of the principal amount of $500,000.00.
| 2. | Interest |
The outstanding principal balance shall bear interest at the rate of nine percent (9.00%) per annum, calculated on the basis of a 365-day year and the actual number of days elapsed.
No payments of principal or interest shall be due prior to the Maturity Date.
| 3. | Maturity |
All outstanding principal together with all accrued and unpaid interest shall be due and payable on the date that is ninety (90) days from the date of this Note (the "Maturity Date").
| 4. | Prepayment |
The Borrower may prepay this Note, in whole or in part, at any time without premium or penalty; provided that any prepayment shall include all accrued but unpaid interest through the date of payment.
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| 5. | Events of Default |
Each of the following shall constitute an Event of Default:
| 1. | Failure to pay any amount due under this Note on the Maturity Date. | |
| 2. | The Borrower files for, or becomes subject to, any bankruptcy, insolvency, or receivership proceeding. | |
| 3. | The Borrower materially breaches any provision of this Note and fails to cure such breach within ten (10) business days after written notice from the Lender. |
Upon the occurrence of an Event of Default, the Lender may declare all outstanding principal and accrued interest immediately due and payable.
| 6. | Waivers |
The Borrower waives presentment, demand, notice of dishonor, protest, and all other notices or demands in connection with the enforcement of this Note.
| 7. | Governing Law |
This Note shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
| 8. | Assignment |
This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and permitted assigns.
| 9. | Amendments |
No amendment, modification, or waiver of any provision of this Note shall be effective unless made in writing and signed by both the Borrower and the Lender.
| 10. | Entire Agreement |
This Note constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions or agreements relating thereto.
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IN WITNESS WHEREOF
The parties have executed this Promissory Note as of the date first written above.
BORROWER
AppTech Payments Corporation
By: /s/ Felipe Corrado, IV
Felipe Corrado, IV
Title: Chief Financial Officer and Treasurer
Date: June 26, 2026
LENDER
Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025
Name: Albert L. Lord, Jr. Trustee
Date: June 26, 2026
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