AppTech Payments Corp. 8-K

What Happened
AppTech Payments Corp. announced on April 3, 2026 that it entered into securities purchase agreements with LendSpark Corporation and Manetto Hill Fund Series I, LLC to issue two 18% promissory notes (each $500,000 principal) and related common stock purchase warrants. Each note was sold for $475,000 (reflecting a $25,000 original issue discount), so the two notes represent $1,000,000 aggregate principal and approximately $950,000 in gross cash proceeds before fees and expenses. The notes mature 14 months from issuance, bear interest at 18% per year, provide for monthly amortization payments beginning May 4, 2026, and are convertible at the investors’ option at $2.00 per share (subject to adjustment and a 4.99% beneficial ownership cap). Each investor also received a warrant to purchase 500,000 shares at $1.00 per share, exercisable for five years and subject to customary adjustments and a 4.99% cap.

Key Details

• Two 18% promissory notes issued April 3, 2026: $500,000 principal each; purchase price $475,000 each (original issue discount $25,000 each).
• Convertible at $2.00 per share; conversion limited so investor cannot beneficially own >4.99% of outstanding common stock.
• Each investor received a warrant for 500,000 common shares at $1.00 per share, five‑year term; total potential warrants = 1,000,000 shares.
• Infinitus Pay Inc. (wholly owned subsidiary) provided a guaranty and granted a security interest in specified collateral; default remedies include possible acceleration and payment equal to 125% of outstanding principal and accrued interest.

Why It Matters
This transaction provides near‑term cash to AppTech (roughly $950K before fees) and immediate liquidity runway but comes with high interest (18%) and amortization obligations beginning one month after issuance. The notes are convertible and the warrants are exercisable, creating potential future dilution for common shareholders (up to 1,000,000 warrant shares plus any shares issued on conversion, subject to the 4.99% ownership limits). The guaranty and security interest from the subsidiary and the default penalty provisions increase creditor protections and potential downside costs if the company misses payments. Investors should weigh the added liquidity against the cost of capital and dilution risk.