AppTech Payments Corp 8-K/A, filed Feb 3, 2026

AppTech Payments Corp. (APCX)

8-K/A 2026-02-03 For: 2025-10-31

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Added on April 06, 2026

About this 8-K/A

AppTech Payments Corp filed this 8-K/A on February 3, 2026, reporting on events of October 31, 2025.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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	☐	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))

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

Exhibit No.		Description
99.1		Financial Statements of Infinitus Pay Inc
99.2		Pro Forma Financial Statements
99.3		Press Release Dated November 5, 2025 (incorporated by reference to the Company’s Form 8-K filed on November 5, 2025)
104*		Cover Page Interactive Data File (formatted as Inline XBRL)

Date: February 3, 2026	APPTECH PAYMENTS CORP.

	By:	/s/ Thomas DeRosa
		Thomas DeRose, Chief Executive Officer

	Pages

Independent Auditors’ Report	2

Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3

Statements of Operations for the nine months ended September 30, 2025 (Unaudited) and from July 30, 2024 (inception) to December 31, 2024	4

Statements of Stockholders’ Equity for the nine months ended September 30, 2025 (Unaudited) and from July 30, 2024 (inception) to December 31, 2024	5

Statements of Cash Flows for the nine months ended September 30, 2025 (Unaudited) and from July 30, 2024 (inception) to December 31, 2024	6

Notes to the Financial Statements	7

	·	Exercise professional judgment and maintain professional skepticism throughout the audit.
	·	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
	·	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
	·	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
	·	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.


	September 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	21	$	42
Accounts receivable		60		–
Accounts receivable – related party		30		12
Total current assets		111		54
Capitalized software development, net of accumulated amortization		361		147
TOTAL ASSETS	$	472	$	201
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	175	$	32
Total liabilities		175		32

Stockholders’ equity
Common stock, no par value; 10,000,000 shares authorized; 5,000,000 and 4,500,000 issued and outstanding at September 30, 2025 and December 31, 2024, respectively		250		150
Additional paid-in capital		29		14
Retained earnings		18		5
Total stockholders’ equity		297		169
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	472	$	201


	For the Nine Months Ended September 30, 2025		For the Period Ended December 31, 2024
	(Unaudited)
Revenues	$	146	$	–
Revenues – related party		122		12
Total revenues		268		12
Cost of revenues		78		–
Gross profit		190		12

Operating expenses:
Selling, general and administrative		103		7
Research and development		74		–
Total operating expenses		177		7

Net income	$	13	$	5


	Common Stock				Additional Paid-in		Retained		Stockholders’
	Shares		Amount		Capital		Earnings		Equity
Balance July 30, 2024		–	$	–	$	–	$	–	$	–
Sale of common stock		750,000		150		–		–		150
Issuance of founders’ shares		3,750,000		–		–		–		–
Founders’ capital contribution		–		–		14		–		14
Net income		–		–		–		5		5
Balance December 31, 2024		4,500,000	$	150	$	14	$	5	$	169

Sale of common stock		500,000	$	100	$	–	$	–	$	100
Founders’ capital contribution		–		–		15		–		15
Net income		–		–		–		13		13
Balance September 30, 2025 (Unaudited)		5,000,000	$	250	$	29	$	18	$	297


	For the Nine Months Ended September 30, 2025			For the Period Ended December 31, 2024
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	13		$	5
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of capitalized software		12			–
Changes in operating assets and liabilities:
Accounts receivable		(78	)		(12	)
Accounts payable		92			–
Net cash provided by (used in) operating activities		39			(7	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software development		(175	)		(115	)
Net cash used in investing activities		(175	)		(115	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock		100			150
Founders’ contributed capital		15			14
Net cash provided by financing activities		115			164
Changes in cash and cash equivalents		(21	)		42
Cash and cash equivalents, beginning of period		42			–
Cash and cash equivalents, end of period	$	21		$	42
Supplemental disclosures of cash flows information:
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–
Non-cash investing and financing activities:
Capitalized software within accounts payable	$	52		$	32


Fiscal Year Ending	Amount (in thousands)
2025	$	18
2026		75
2027		75
2028		75
2029		75
2030		43
Total	$	361

	September 30, 2025
	Historical
$ in thousands	AppTech Payments Corp.			Infinitus Pay, Inc.		Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	439		$	21	$	–		$	460
Accounts receivable		96			60		–			156
Accounts receivable - related party		–			30		–			30
Prepaid expenses		30			–		–			30
Total current assets		565			111		–			676
Note receivable		250			–		–			250
Interest receivable		41			–		–			41
Right of use asset		36			–		–			36
Security deposit		37			–		–			37
Intangible assets, net of accumulated amortization		2,709			–		–			2,709
Goodwill		1,161			–		2,503	(1)(2)		3,664
Capitalized software development, net of accumulated amortization		1,447			361		–			1,808
TOTAL ASSETS	$	6,246		$	472	$	2,503		$	9,221

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,274		$	175	$	–		$	2,449
Accrued liabilities		1,311			–		–			1,311
Notes payable		250			–		1,000	(3)		1,250
Convertible notes payable, net of discount of $120		900			–		–			900
Right of use liability		35			–		–			35
Total current liabilities		4,770			175		1,000			5,945
Long-term liabilities
Right of use liability, net of current portion		–			–		–			–
Notes payable, net of current portion		60			–		–			60
Total long-term liabilities		60			–		–			60
TOTAL LIABILITIES	$	4,830		$	175	$	1,000		$	6,005

Stockholders’ equity
Series A preferred stock		–			–		–			–
Common stock, $0.001 par value		34			250		(244)	(1)		40
Additional paid-in capital		176,311			29		1,765	(1)		178,105
Accumulated deficit		(174,929	)		18		(18)	(1)		(174,929	)
Total stockholders’ equity		1,416			297		1,503			3,216
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,246		$	472	$	2,503		$	9,221

	December 31, 2024
	Historical
$ in thousands	AppTech Payments Corp.			Infinitus Pay, Inc.		Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	868		$	42	$	–		$	910
Accounts receivable		43			–		–			43
Accounts receivable - related party		–			12		–			12
Prepaid expenses		159			–		–			159
Other current assets		1,350			–		–			1,350
Total current assets		2,420			54		–			2,474
Right of use asset		86			–		–			86
Security deposit		86			–		–			86
Intangible assets, net of accumulated amortization		3,410			–		–			3,410
Goodwill		1,161			–		2,631	(1)(2)		3,792
Capitalized software development, net of accumulated amortization		1,823			147		–			1,970
TOTAL ASSETS	$	8,986		$	201	$	2,631		$	11,818

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,853		$	32	$	–		$	1,885
Accrued liabilities		1,519			–		–			1,519
Notes payable		–			–		1,000	(3)		1,000
Deferred revenue		–			–		–			–
Right of use liability		68			–		–			68
Total current liabilities		3,440			32		1,000			4,472
Long-term liabilities
Right of use liability, net of current portion		18			–		–			18
Notes payable, net of current portion		61			–		–			61
Total long-term liabilities		79			–		–			79
TOTAL LIABILITIES	$	3,519		$	32	$	1,000		$	4,551

Stockholders’ equity
Series A preferred stock		–			–		–			–
Common stock, $0.001 par value		33			150		(144)	(1)		39
Additional paid-in capital		174,131			14		1,780	(1)		175,925
Accumulated deficit		(168,697	)		5		(5)	(1)		(168,697	)
Total stockholders’ equity		5,467			169		1,631			7,267
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,986		$	201	$	2,631		$	11,818

	September 30, 2025
	Historical
$ in thousands	AppTech Payments Corp.			Infinitus Pay, Inc.		Pro Forma Adjustments			Pro Forma Combined
Revenues	$	735		$	146	$	–		$	881
Revenues - related party		–			122		–			122
Cost of revenues		335			78		–			413
Gross profit		400			190		–			590

Operating expenses:
General and administrative expenses		4,493			103		–			4,596
Research and development expenses		2,015			74		–			2,089
Total operating expenses		6,508			177		–			6,685

Loss from operations		(6,108	)		13		–			(6,095	)

Other income (expenses)
Interest expense		(24	)		–		–			(24	)
Gain (loss) on debt extinguishment		13			–		–			13
Debt discount amortization		(50	)		–		–			(50	)
Other income (expenses)		(63	)		–		–			(63	)
Total other expenses	$	(124	)	$	–	$	–		$	(124	)

Loss before provision for income taxes		(6,232	)		13		–			(6,219	)

Provision for income taxes		–			–		–			–
										–
Net income (loss)	$	(6,232	)	$	13	$	–		$	(6,219	)
Deemed dividend related to warrant resets		–			–		–			–
Net loss attributable to common stockholders	$	(6,232	)	$	13	$	–		$	(6,219	)

Basic and diluted net loss per common share	$	(0.19	)	$	–	$	–		$	(0.16	)
Weighted-average number of shares used basic and diluted per share amounts		33,657,542			–		6,000,000	(3)		39,657,542

	(1)	Reflects the elimination of the historical stockholders’ equity of the acquired company upon consummation of the acquisition, as the transaction is accounted for as a business combination.
	(2)	Recognition of identifiable intangible assets and goodwill based on preliminary purchase price allocation.
	(3)	Entered into a $1 million debt obligation and issued 1 million shares of common stock to a private investor to raise the other $1 million needed to acquire IP . Further issuance of 5 million shares to IP’s Sellers as consideration for its sale.