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.
Amendment to the Membership Interest Purchase Agreement
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on October 16, 2023, on October 13, 2023, AppTech Payments Corp., a Delaware corporation (the “Company”), Alliance Partners, LLC, a Nevada limited liability company (“Alliance Partners” or “FinZeo”), and Chris Leyva (the “Seller,” and collectively, the “Parties”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”).
On December 28, 2023, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “First Amendment”). The First Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the First Amendment, the Cash Purchase Price shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds: On the Closing Date, $500,000 paid on 10/27/2023; on or before January 31, 2024, $375,000; on or before February 29, 2024, $375,000; on or before April 30, 2024, $375,000.
The foregoing description of the First Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached to this report as Exhibit 2.1 and is incorporated herein by reference.
Amendment No 2 to the Membership Interest Purchase Agreement
On January 31, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Second Amendment”). The Second Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid on or before January 31, 2024, to $75,000; on or before February 29, 2024, to $300,000; and to include on or before May 31, 2024, $375,000.
The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached to this report as Exhibit 2.2 and is incorporated herein by reference.
Amendment No 3 to the Membership Interest Purchase Agreement
On March 1, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Third Amendment”). The Third Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the Third Amendment, the Cash Purchase Price on January 31, 2024, 75,000, was paid; and the Cash Purchase shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds: On or before March 8, 2024, $75,000; on or before April 5, 2024, $75,000; on or before April 30, 2024, $150,000; on or before May 31, 2024, $375,000; on or before June 30, 2024, $375,000; on or before July 31, 2024, $375,000. Further, the Third Amendment provides that in consideration of modifying the payment schedule, the Seller will receive 15,000 shares of the Company, the payment terms will be reviewed in 60 days and any modifications will be mutually agreed upon.
The foregoing description of the Third Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached to this report as Exhibit 2.3 and is incorporated herein by reference.
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Amendment No 4 to the Membership Interest Purchase Agreement
On April 29, 2024, the Parties entered into an Amendment to the Membership Interest Purchase Agreement (the “Fourth Amendment”). The Fourth Amendment amends the Purchase Agreement to change Section 2.2 and the terms under which the Cash Purchase Price shall be paid. Under the Fourth Amendment, the Cash Purchase Price on March 8, 2024, 75,000, was paid; and the Cash Purchase shall be paid, without setoff or deduction, by wire transfer or immediately available United States funds on or before June 21, 2024, $150,000. Further, the Fourth Amendment provides the remaining payments will be deferred until 13 months from the date of signing this Amendment or the Company generates $400K in monthly revenue from the FinZeo products (after cost of sales only – no opex), and once either condition is met, the payment schedule will be a payment will be made every 30 days in the following amounts: $75,000; $375,000; $375,000; and $375,000.
The Fourth Amendment provides that in consideration of modifying the payment schedule the Seller will receive 50,000 Options of the Company with a strike price at the closing price of the date of the Fourth Amendment.
The foregoing description of the Fourth Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached to this report as Exhibit 2.4 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed on a Form 10-K filed with the Securities and Exchange Commission on April 1, 2024, on October 26, 2023, the Company completed acquisition of Alliance Partners. On October 31, 2023, the Company issued 1,000,000 shares of common stock valued at $2.44 per share to an entity owned by the Seller. In exchange for the shares, the Seller waived, cancelled, and forgave the long-term debt of FinZeo.
On May 2, 2024, the Board determined to cancel the 1,000,000 shares issued to the Seller’s entity and reissue an equal number of shares to the Seller.
Item 9.01. Exhibits.
| (d) | Exhibits |
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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: May 3, 2024 | By: | /s/ Luke D’Angelo |
| Luke D’Angelo | ||
| Chief Executive Officer | ||
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