AppTech Payments Corp. 8-K/A

What Happened
AppTech Payments Corp. announced it completed the acquisition of Infinitus Pay, Inc. on October 31, 2025; the company filed an amended Form 8-K/A on February 3, 2026 to include Infinitus’s audited financial statements and unaudited pro forma financials. The Original Form 8-K reporting the closing was filed November 5, 2025.

Key Details

• Closing date: October 31, 2025; amendment filed: February 3, 2026 (Original 8-K filed Nov 5, 2025).
• Cash and equity consideration: $2,000,000 in cash at closing (less any indebtedness) plus 1,000,000 newly issued common shares (Closing Date Shares) and 4,000,000 newly issued Lock-Up Shares (sale restricted under lock-up agreements).
• Warrants and earnout: Warrants to buy up to 4,000,000 shares at $3.00 per share (5‑year term) that become exercisable after the Company’s stock closes at or above $3.00; contingent $1,000,000 cash payment due within 10 business days after Infinitus achieves $300,000 of revenue per month for three consecutive months post-closing.
• The 8-K/A amends Item 2.01 (completion of acquisition) and Item 9.01 to furnish Infinitus audited financials and the Company’s unaudited pro forma financial statements.

Why It Matters
This filing confirms the deal terms and provides financials needed to evaluate the combined business. Key investor impacts are the near-term cash outlay (~$2.0M at close), potential additional $1.0M earnout, and dilution from 5,000,000 newly issued shares plus up to 4,000,000 shares from exercisable warrants. The pro forma statements let investors see how Infinitus’s results affect AppTech’s revenue and financial position; the warrants’ $3.00 trigger and lock-up restrictions affect timing and likelihood of further dilution.