8-K
AppTech Payments Corp. (APCX)
UNITED
STATES SECURITIES 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): December 3, 2021
AppTechPayments Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27569 | 65-0847995 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation or organization) | **** (Commission<br> File Number) | (I.R.S.<br> Employer<br><br> Identification Number) |
| 5876 Owens Ave. Suite 100<br><br>Carlsbad, California | 92008 | |
| (Address<br> of principal executive offices) | **** | (Zip Code) |
| (760) 707-5959 | ||
| --- | ||
| (Registrant’s<br> telephone number, including area code) |
| 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 (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))
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, $0.001 par value per share | APCX | NASDAQ |
| Indicate by check<br> mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this<br> chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).<br><br> <br>Emerging<br> growth company ☐<br><br> <br>If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||
| --- |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 29, 2021, AppTech Payments Corp. (the “Company”), held its annual shareholder meeting, including vote by proxy.
Item 1
Board Elections. The following individuals were elected to serve on the Board, all of whom are currently serving on the Board.
| 1. | William Huff: William Huff has served as a Director since 2020.<br>Mr. Huff is a certified public accountant and brings to the Board vital expertise in finance and operations management. We believe<br>that Mr. Huff’s experience as an entrepreneur and an accountant, as well as his extensive board experience with other companies,<br>qualifies him to serve on our board. |
|---|---|
| 2. | Mengvin H. Liang “Roz Huang”: Mengyin H. Liang<br>‘Roz Huang’ has served as a Director since 2020. Roz is an innovative multi-cultural CEO, with 25 years of success<br>in global investment/business development. Her expertise includes strategic planning in areas such as sustainability, global digital<br>health/ wellness, energy/natural resources, education, licensing, and investor relations. We believe that Ms. Huang’s experience<br>as a C-level executive and extensive board experience with other companies, qualifies her to serve on our board. |
| --- | --- |
| 3. | Michael O’Neal: Michael O’Neal has served as a<br>Director since 2020. Mr. O’Neal is an innovative, analytical, strategic CEO with extensive B2B and B2C experience executing<br>revenue growth and business transformations for manufacturers, retailers, and distributors of technology-based products. We believe<br>that Mr. O’Neal’s experience as an executive for technology companies and previous board experience with other companies,<br>qualifies him to serve on our board. |
| --- | --- |
Item 2
Equity Incentive Plan. The Company proposed approval of the 2021 Equity Incentive Plan.
Item 3
Engagement of Independent Accountant. The Company proposed to engage dbbmckennon as independent accountants.
No stockholder proposals were made and therefore nonewere voted on.
Final vote results, based on the above 3 items.
| Item 1 | For | Withhold | |
|---|---|---|---|
| Election of Directors | |||
| William Huff | 62,577,417.00 | 15,035.00 | |
| Mengyin H. Liang “Roz Huang” | 62,577,439.00 | 15,013.00 | |
| Michael O’Neal | 62,575,517.00 | 16,935.00 | |
| Item 2 | For | Against | Abstain |
| To approve the AppTech 2021 Equity Incentive Program. | 59,638,612.00 | 16,537.00 | 2,937,303.00 |
| Item 3 | For | Against | Abstain |
| To ratify the appointment of dbbmckennon as our independent registered public accounting firm for the year ending December 31, 2021. | 72,566,251.00 | 15,007.00 | 11,194.00 |
Item 4.01 Changes in Registrant’s Certifying Accountant.
Pursuant to final voting, and the results from the annual shareholder meeting, dbbmckennon has been engaged as the Company’s independent accountant.
| Exhibit Number | Description |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business<br>Reporting Language) |
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: January 5, 2022 | By: | /s/ Luke D’Angelo |
| Luke D’Angelo, Chief Executive Officer, Board Chairman |