UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2023, AppTech Payments Corp. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with StockBlock Securities LLC (the “Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through or to the Agent, up to $18 million of shares (the “Shares”) of its common stock (the “Offering”). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3, as amended (File No. 333-265526) filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2022, and declared effective on July 15, 2023, and the 424(b) prospectus supplement and accompanying prospectus relating to the Offering dated August 21, 2023.
In accordance with the terms of the Sales Agreement, the Company may offer and sell the Shares at any time and from time to time through or to the Agent, as sales agent. Sales of Shares pursuant to the Sales Agreement, if any, will be made in sales deemed to be “at the market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market, the existing trading market for the Company’s common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions.
The Company has no obligation to sell any of the Shares, and the Agent is not obligated to buy or sell, and may at any time suspend offers under the Sales Agreement. The Offering will terminate upon the earlier of (a) the sale of all of the Shares, or (b) the termination by written notice from the Company or by written notice from the Agent to the Company.
Under the terms of the Sales Agreement, the Agent will be entitled to a commission at a fixed rate of 2.5% of the gross sales price of Shares sold through the Agent under the Sales Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sales Agreement, and agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company intends to use any net proceeds from the Offering for corporate and working capital purposes.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the opinion of Nelson Mullins Riley & Scarborough LLP, counsel to the Company, relating to the validity of the Shares to be issued in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
Item 9.01. Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 1.1 | At The Market Offering Agreement, dated as of August 21, 2023, by and between AppTech Payments Corp. and StockBlock Securities LLC. | |
| 5.1 | Opinion of Nelson Mullins Riley & Scarborough LLP. | |
| 23.1 | Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 21, 2023 | By: | /s/ Luke D’Angelo |
| Luke D’Angelo | ||
| Chief Executive Officer | ||
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