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 December 4, 2025, AppTech Payments Corp., a Delaware corporation (the “Company”), entered into an Amendment to Senior Unsecured Convertible Promissory Note (the “Amendment”), by and between the Company and Eleven 11 Management LLC (the “Holder”), amending that certain Senior Unsecured Convertible Promissory Note in favor of the Holder, dated as of June 18, 2025 (the “Original Note”) in the original principal amount of Three Hundred Sixty Thousand and 00/100 Dollars ($360,000.00) (the Original Note as amended by the Amendment, “the Note”).
Pursuant to the Amendment, the maturity date of the Note has been amended to January 16, 2026. The Amendment provides for the payment of the amounts outstanding under the Note as follows: (i) Fifty Thousand Dollars ($50,000) of the principal amount shall be due and payable on December 5, 2025, (ii) Two Hundred Thousand Dollars ($200,000) of the principal amount shall be due and payable on December 20, 2025, (iii) the remaining principal in an amount equal to One Hundred Ten Thousand Dollars ($110,000) shall be due and payable on January 16, 2026, and (iv) the amount of Twenty Thousand Dollars ($20,000) representing all of the remaining outstanding interest shall be due and payable on the maturity date. Further, pursuant to the Amendment, the Holder shall not have the right to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Note until such time that the Company defaults on any payment of principal or interest due pursuant to terms of the Note.
The foregoing is only a brief description of the material terms of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibit.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit No. | Description | |
| 10.1 | Amendment to Senior Unsecured Convertible Promissory Note, dated as of December 4, 2025, by and between the Company and Eleven 11 Management LLC | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: December 10, 2025 | By: | /s/ Thomas DeRosa |
| Thomas DeRosa, Chief Executive Officer | ||
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