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 June 18, 2023 AppTech Payments Corp., (the “Company”) and InstaCash, Inc. (“InstaCash”) entered into a Master Services and Development Agreement (the “Agreement”) governing the relationship between the parties and the services provided by the Company to InstaCash, which include, managing InstaCash’s mobile-to-mobile payment system, designing and developing InstaCash’s mobile-to-mobile payment system, and grants InstaCash a limited, non-exclusive, worldwide right and license to use AppTech’s patent portfolio (the “AppTech Services”).
Pursuant to the Agreement, InstaCash will issue to the Company the number of shares of preferred stock equal to seven percent (7%) of the total fully diluted capital stock (including options, warrants, and other convertible securities) as of June 18, 2023.
The Agreement will remain in effect so long as AppTech is providing AppTech Services to InstaCash under an applicable Strategic Partnership Agreement (as defined in the Agreement) or active Order Form (as defined in the Agreement). The term of each Strategic Partnership Agreement and Order Form shall automatically renew for twelve (12) additional months unless either the Company or InstaCash provides written notice of its intent not to renew at least sixty (60) days prior to the term of the then-current Strategic Partnership Agreement or Order Form. Either party may terminate the Agreement by giving written notice to the other party of a material breach of the Agreement which has not been cured within thirty (30) days of receipt of the written notice by the breaching party.
The Agreement contains customary representations and warranties, indemnification by the Company, and limitations on liabilities.
The foregoing provides only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Agreement filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On June [20], 2023, the Company issued a press release announcing the Agreement. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1* | Master Services and Development Agreement |
| 99.1 | Press release dated June 20, 2023 |
| 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: June 21, 2023 | By: | /s/ Luke D’Angelo |
| Luke D’Angelo | ||
| Chief Executive Officer | ||
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