UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 34, 2026

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39158

65-0847995

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5876 Owens Ave, Suite 100

Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (760) 707-5959

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:

	☐	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, 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~ 3May 4, 2026, ~~AppTech Payments Corp. (~~the ~~“Company”)~~Board ~~entered~~of ~~into~~Directors ~~securities purchase agreements~~ (the “~~Purchase Agreements~~Board”) ~~with each~~ of ~~LendSpark~~AppTech ~~Corporation~~Payments ~~(“LendSpark”)~~Corp. ~~and Manetto Hill Fund Series I, LLC~~ (~~“Manetto,” and together with LendSpark,~~ the “~~Investors~~Company”), ~~pursuant~~discussed ~~to which each Investor agreed to purchase,~~ and ~~the~~approved ~~Company~~certain ~~agreed~~executive toleadership ~~issue~~ and ~~sell~~ togovernance ~~such Investor~~matters, ~~an 18% promissory note in~~ including the ~~principal~~designation ~~amount~~ of ~~$500,000~~Albert ~~(each,~~L. aLord ~~“Note”~~as ~~and~~Executive ~~collectively,~~Chairman ~~the “Notes”) for a purchase price~~ of ~~$475,000~~the ~~per~~Company. ~~Note~~In ~~(reflecting~~connection anwith ~~original~~such ~~issue discount of $25~~designation,~~000~~ ~~per Note)~~Mr. ~~Each~~Lord ~~Investor~~will ~~also~~no ~~received~~longer ~~a common~~be ~~stock~~considered ~~purchase~~an ~~warrant~~independent todirector ~~purchase~~under ~~500,000~~applicable ~~shares~~corporate ofgovernance ~~the~~standards ~~Company’s common stock, par value $0.001 per share (each, a “Warrant”~~ and ~~collectively,~~will ~~the~~step ~~“Warrants,”~~down ~~and~~from ~~together with~~ the ~~Notes,~~Compensation ~~the “Securities”)~~Committee. ~~The Notes and Warrants were issued in a private placement transaction.~~

~~The Note~~In ~~was~~connection ~~issued~~with onsuch ~~April 3~~actions, ~~2026~~the ~~with~~Board aratified employment ~~principal~~arrangements ~~amount~~for ofThomas ~~$500~~DeRosa,~~000,~~ ~~which~~the ~~includes~~Company’s anChief ~~original~~Executive ~~issue~~Officer, ~~discount~~and ofAnthony ~~$25~~Shall,~~000~~ the Company’s Chief Operating Officer. The ~~purchase price~~Company ~~paid~~previously byemployed ~~the~~Mr. ~~Investor~~DeRosa ~~for~~and ~~the~~Mr. ~~Note~~Shall ~~was~~in ~~$475~~their respective executive officer roles,~~000,~~ ~~subject~~and tothe arrangements formalize certain ~~transaction~~terms ~~expense~~of ~~deductions~~their ascontinuing ~~described~~employment ~~below~~with the Company.

~~The~~Effective May 4, 2026, the Company entered into ~~Note~~an ~~bears~~employment ~~interest~~arrangement atwith aMr. ~~rate~~DeRosa ofpursuant ~~18%~~to ~~per~~which ~~annum,~~he ~~and~~will ~~matures~~continue 14to ~~months~~serve ~~from~~as ~~the~~Chief ~~issue~~Executive ~~date~~Officer (of the ~~“Maturity Date”)~~Company. The ~~Note~~arrangement ~~provides~~contemplates ~~for~~an ~~amortization~~annual ~~payments~~base insalary ~~cash~~of $384,000 ~~beginning~~and ~~May~~eligibility 4,for ~~2026,~~discretionary ~~with~~bonus ~~scheduled~~compensation ~~payments~~and ~~continuing~~participation ~~through~~in the ~~Maturity~~Company’s equity ~~Date~~incentive and employee benefit plans.

~~The Note~~Effective isMay ~~convertible~~4, ~~at the Investor’s option and subject to certain limitations~~2026, ~~into shares of~~ the Company’s ~~common~~entered ~~stock~~into atan aemployment ~~fixed~~arrangement ~~conversion~~with ~~price of $2~~Mr.00 ~~per~~Shall ~~share,~~pursuant ~~subject~~ to ~~adjustment~~which ashe ~~provided~~will incontinue ~~the~~to ~~Note.~~serve ~~The~~as ~~Note~~Chief ~~contains~~Operating aOfficer ~~beneficial ownership limitation~~ of ~~4.99% (which limits~~ the ~~extent~~Company. toThe ~~which~~arrangement contemplates ~~the~~an ~~Investor~~annual ~~may~~base ~~convert~~salary ~~the~~of ~~Note~~$240,000 ifand ~~such~~eligibility ~~conversion~~for ~~would~~discretionary ~~cause~~bonus ~~the~~compensation ~~Investor~~ and ~~its~~ ~~attribution~~participation ~~parties~~in ~~to beneficially own more than 4.99% of~~ the Company’s equity ~~outstanding~~incentive ~~common~~and ~~stock)~~employee benefit plans.

The Note contains customary events of default, including, among others, failure to pay amounts when due (subject to cure periods), failure to timely deliver shares upon conversion, breaches of covenants, and certain insolvency events. Upon an event of default, amounts outstanding under the Note may become immediately due and payable and the Investor may be entitled to receive an amount equal to 125% of the outstanding principal and accrued interest (including default interest), as provided in the Note, and may have the right to convert amounts due at alternative pricing terms set forth in the Note.2

In connection with the Purchase Agreement, the Company also issued the Warrant to the Investor. The Warrant is exercisable for up to 500,000 shares of Common Stock at an initial exercise price of $1.00 per share, subject to adjustment as provided in the Warrant, and expires five years from the issuance date. The Warrant includes, among other things, (i) a 4.99% beneficial ownership limitation, (ii) provisions for cashless exercise in certain circumstances, and (iii) customary anti-dilution protections, including adjustments in the event of dilutive issuances and stock splits or similar events, in each case as set forth in the Warrant.SIGNATURES

~~In connection~~Pursuant ~~with~~to the ~~transactions~~requirements ~~contemplated by the Purchase Agreements, Infinitus Pay Inc., a wholly-owned subsidiary~~ of ~~the Company~~ ~~(“Infinitus”), entered into a guaranty agreement (~~the ~~“Guaranty”)~~Securities inExchange ~~favor~~Act of ~~the Investors~~1934, ~~pursuant~~as toamended, ~~which Infinitus guaranteed~~ the Company’s ~~obligations~~has ~~under~~duly ~~the~~caused ~~Notes~~this ~~upon~~report ~~the~~to ~~occurrence~~be ofsigned anon ~~event~~its ofbehalf ~~default,~~by ~~and granted~~ the ~~Investors~~undersigned ahereunto ~~security~~duly ~~interest in certain collateral as set forth in the Guaranty~~authorized.

In connection with the transactions described above, the Company agreed to pay certain fees and expenses, including fees payable to HCC Securities Group, Inc., a registered broker-dealer, as placement agent.

	APPTECH PAYMENTS CORP.

Date: May 8, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa
		Chief Executive Officer

The foregoing summaries of the Purchase Agreements, the Notes, the Warrants and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.3

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 with respect to the Transaction Documents above of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above of this Current Report on Form 8-K with respect to the transaction documents is incorporated by reference into this Item 3.02. The Note and the shares of common stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

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
4.1	Form of Common Stock Purchase Warrant
10.1	Form of Securities Purchase Agreement
10.2	Form of Promissory Note
10.3	Guaranty, dated as of April 3, 2026, made by Infinitus Pay Inc., in favor of LendSpark Corporation and Manetto Hill Fund Series I, LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 10, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa
		Chief Executive Officer

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