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): ~~May~~June 2826, 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~~5050 ~~Ave~~Avenida Encinas, Suite ~~100~~120

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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Securities Holders~~Agreement.

On ~~May~~ 28June 26, 2026, AppTech Payments Corp. (the “Company”) ~~held~~entered ~~its~~into ~~2026~~a ~~Annual~~Promissory ~~Shareholders’~~Note ~~Meeting~~ (the “~~Annual Meeting~~Note”)~~. There~~ ~~were~~with ~~40,503,934~~the ~~shares~~Suzanne ofD. ~~Company~~Lord ~~common~~Spousal ~~stock~~Estate ~~entitled~~Reduction toTrust dated beJanuary ~~voted~~17, as2025 of (the ~~March 30~~“Lender”), ~~2026,~~pursuant ~~record~~to ~~date.~~which Ofthe ~~this~~Lender ~~amount,~~agreed ~~26,990,778 shares~~to ~~were~~lend ~~represented in person or by proxy at~~ the ~~meeting.~~Company ~~Voting~~$500,000 ~~results~~ for ~~each~~short-term ~~matter submitted to a vote at the 2026 Annual Meeting~~working ~~are~~capital ~~set~~and ~~forth~~general ~~below:~~corporate purposes.

1. The ~~shareholders~~Note ~~voted~~bears tointerest ~~elect~~at ~~each~~a rate of ~~the~~9.0% ~~two~~per annum and matures ninety (290) ~~Class~~days IIfrom ~~director~~issuance. ~~nominees~~No payments of principal or interest are required prior to ~~serve~~the ~~two-year~~maturity ~~terms:~~date. The Company may prepay the Note at any time without premium or penalty, provided accrued interest through the date of payment is also paid.

Director Nominee	Votes For	Withheld	Broker Non-Votes
Albert L. Lord	24,278,883	2,711,895	574,067
Thomas J. DeRosa	18,839,757	8,151,021	574,067

The Note contains customary events of default, including the Company’s failure to repay amounts due at maturity, certain bankruptcy or insolvency events, and certain uncured material breaches. Upon an event of default, the lender may declare all outstanding principal and accrued interest immediately due and payable.

2. The ~~shareholders~~foregoing ~~approved,~~description onof anthe ~~advisory~~Note ~~basis,~~does not purport to be complete and is qualified in its entirety by reference to the ~~compensation~~Promissory Note, a copy of ~~the~~which ~~Company’s~~is ~~named~~filed ~~executive~~as ~~officers:~~Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Votes For		Against		Abstain		Broker Non-Votes
22,309,168		1,532,022		3,149,588		574,067

Related Person Transaction

3Albert L. ~~The~~Lord, ~~shareholders indicated~~Jr., onthe anChairman ~~advisory~~of ~~basis~~the Company’s Board of Directors, ~~the~~serves ~~preferred~~as ~~frequency~~trustee of ~~future~~the ~~stockholder~~Suzanne ~~advisory~~D. ~~votes~~Lord onSpousal Estate Reduction Trust, the ~~compensation~~lender ofunder the Note. Accordingly, the Company considers the transaction to be a related person transaction under Item 404(a) of Regulation S-K. The Company’s ~~named~~Board ~~executive~~of Directors ~~officers~~approved ~~for~~the ~~One~~transaction ~~Year:~~in accordance with the Company’s related person transaction policies.

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
21,868,753		1,049,477		750,181		3,222,397		574,067

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

4The information set forth under Item 1.01 ~~The~~of ~~shareholders~~this Current ~~approved~~Report ~~the~~on ~~2026~~Form ~~AppTech~~8-K ~~Equity~~is ~~Incentive~~incorporated ~~Plan:~~herein by reference.

Votes For		Against		Abstain		Broker Non-Votes
21,612,652		1,749,190		3,628,936		574,067

Item 9.01 Financial Statements and Exhibits.

~~5. The appointment of dbbmckennon, LLC as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified by the shareholders:~~(d) Exhibits

Votes For		Against		Abstain		Broker Non-Votes
25,837,544		78,756		1,648,545		-

The following exhibits are filed with this Current Report on Form 8-K:

Number	Exhibit Description
10.1	Promissory Note, dated June 26, 2026, by and between AppTech Payments Corp. and the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~2

~~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.~~SIGNATURES

	APPTECH PAYMENTS CORP.
Date: June 2, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa
		Chief Executive Officer

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: July 2, 2026	By:	/s/ Felipe Corrado
		Felipe Corrado
		Chief Financial Officer

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