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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark One)
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
or
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-27569
AppTech Payments Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
7389 |
|
66-0847995 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
5876 Owens Avenue
Suite 100
Carlsbad, California 92008
(760) 707-5959
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Luke D’Angelo
Chief Executive Officer
5876 Owens Avenue
Suite 100
Carlsbad, California 92008
(760) 707-5959
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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, $0.001 par value per share |
APCX |
Nasdaq Capital Market |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15 |
APCXW |
Nasdaq Capital Market |
Securities registered pursuant to Section
12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐ No ☒
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| |
|
|
|
|
| Non-accelerated filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
|
|
| |
|
|
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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June
30, 2022, the last business day of the registrant’s last completed second quarter, the aggregate market value of the common stock
held by non-affiliates of the registrant was approximately $8,270,261, based on the closing price of the registrant’s common stock,
on June 30, 2022, as reported by the Nasdaq Capital Market. For the purposes of this disclosure, shares of common stock held by each
executive officer, director and stockholder known by the registrant to be affiliated with such individuals based on public filings and
other information known to the registrant have been excluded since such persons may be deemed affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
As of August 21,
2023, the registrant had 18,523,675
shares of common stock issued and outstanding.
EXPLANATORY NOTE
AppTech Payments Corp. (the “Company”) is filing this Amendment
No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities
and Exchange Commission (the “SEC”) on March 20, 2023, (the “Original 10-K”), solely for the purpose of including
exhibits that were unintentionally omitted from the Original Filing.
Pursuant to Rule 12b-15, the Amendment also contains new certifications
for the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002, as amended, which are attached as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto. The Amendment does not reflect subsequent events
occurring after the original filing date of the Original 10-K or modify or update in any way the financial statements, consents or any
other items disclosures made in the Original 10-K in any way other than as required to reflect the amendments discussed above. Accordingly,
the Amendment should be read in conjunction with the Original 10-K and the Company’s other filings with the SEC subsequent to the
filing of the Original 10-K.
Auditor: dbbmckennon
PCAOB ID 3501
San Diego, California
AppTech Payments Corp.
Form 10-K
Table of Contents
EXHIBIT INDEX
| Exhibit
Number |
|
Exhibit
Title |
| 2.1 |
|
Agreement and Plan of Merger dated as of April 18, 2022, by and among AppTech Payments Corp., AppTech IP Corp., and HotHand, Inc., (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, as filed on April 21, 2022, and incorporated herein by reference) |
| |
|
|
| 3.1 |
|
AppTech Corp. Articles of Conversion filed October 25, 2006 (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.2 |
|
AppTech Corp. Articles of Incorporation filed October 25, 2006(filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.3 |
|
AppTech Corp. Certificate of Designation filed May 09, 2007(filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.4 |
|
AppTech Corp. Certificate of Correction filed June 04, 2007(filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.5 |
|
AppTech Corp. Certificate of Designation filed June 06, 2007(filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.6 |
|
AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed November 17, 2008(filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.7 |
|
AppTech Corp. Certificate of Amendment filed October 26, 2009(filed as Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.8 |
|
AppTech Corp. Certificate of Amendment filed October 27, 2009(filed as Exhibit 3.8 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.9 |
|
AppTech Corp. Certificate of Designation filed April 21, 2010(filed as Exhibit 3.9 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.10 |
|
AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 27, 2010(filed as Exhibit 3.10 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.11 |
|
AppTech Corp. Certificate of Change filed July 22, 2010(filed as Exhibit 3.11 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.12 |
|
AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010(filed as Exhibit 3.12 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.13 |
|
AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010(filed as Exhibit 3.13 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| 3.14 |
|
AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 28, 2010(filed as Exhibit 3.14 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.15 |
|
AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 08, 2011(filed as Exhibit 3.15 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.16 |
|
AppTech Corp. Certificate of Amendment filed June 06, 2011 (filed as Exhibit 3.16 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.17 |
|
AppTech Corp. Articles of Domestication filed July 18, 2011(filed as Exhibit 3.17 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.18 |
|
AppTech Corp. Bylaws dated May 07, 2013(filed as Exhibit 3.18 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.19 |
|
AppTech Corp. Certificate of Domestication filed July 09, 2013(filed as Exhibit 3.19 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.20 |
|
AppTech Corp. Articles of Amendment filed October 31, 2013(filed as Exhibit 3.20 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.21 |
|
AppTech Corp. Certificate of Incorporation filed July 29, 2015 (filed as Exhibit 3.21 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.22 |
|
AppTech Corp. Bylaws (Amended and Restated) dated March 27, 2020 (filed as Exhibit 3.22 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 3.23 |
|
AppTech
Certificate of Incorporation filed with the Secretary of State of Delaware dated December 13, 2021 (filed as Exhibit 3.23 to the
Registrant’s Registration Statement on Form S-1, as filed on December 15, 2021, and incorporated herein by
reference)
|
| |
|
|
| 3.24 |
|
AppTech
Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.24 to the
Registrant’s Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference) |
| |
|
|
| 3.25 |
|
AppTech
Certificate of Conversion filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.25 to the
Registrant’s Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference) |
| |
|
|
| 3.26 |
|
AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.26 to the Registrant’s Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference) |
| |
|
|
| 3.27 |
|
AppTech Certificate of Amendment filed with the Secretary of State of Delaware dated December 27, 2021 (filed as Exhibit 3.27 to the Registrant’s Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference) |
| |
|
|
| 3.28 |
|
AppTech Amended and Restated Bylaws (filed as Exhibit 3.22 to the Registrant’s Registration Statement on Form S-1, as filed on December 17, 2022, and incorporated herein by reference) |
| |
|
|
| 4.1 |
|
Specimen Stock Certificate of AppTech Corp.’s Common Stock (incorporated by reference to Exhibit 4.1 to Form 10-12G/A filed February 14, 2020) |
| 4.2 |
|
AppTech Code of Business Conduct(filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 4.3 |
|
AppTech Corp. Audit Committee Charter (filed as Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference) |
| |
|
|
| 4.4 |
|
AppTech Corp. Compensation Committee Charter (filed as Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference) |
| |
|
|
| 4.5 |
|
AppTech Corp. Corporate Governance and Nominating Committee Charter (filed as Exhibit 99.3 to Form S-1 as filed on February 16, 2021 and incorporated herein by reference) |
| |
|
|
| 4.6* |
|
Description of Securities |
| |
|
|
| 10.1 |
|
AppTech Equity Incentive Plan ratified by shareholders at the Annual Meeting of the Shareholders on July 28, 2020 Amendment to Asset Purchase Agreement dated June 22, 2017(filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 10.2 |
|
Lease & Purchase Option Agreement dated January 22, 2020(filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) |
| |
|
|
| 10.3 |
|
Strategic
Partnership Agreement dated as of August 21, 2020, by and among AppTech Corp. and Silver Alert Services LLC, doing business as LifeLight
Systems. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed on August 26, 2020, and incorporated
herein by reference) |
| |
|
|
| 10.4 |
|
Subscription
License and Service Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c).(filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) |
| |
|
|
| 10.5 |
|
Digital
Banking Platform Operating Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c).(filed
as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) |
| |
|
|
| 10.6 |
|
Subscription
License Order Form dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). PURSUANT TO REG S-K ITEM
601, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED. (filed as Exhibit 10.3 to the Registrant’s Current Report on Form
8-K, as filed on October 07, 2020, and incorporated herein by reference) |
| |
|
|
| 10.7 |
|
Registration
Rights Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.4 to
the Registrant’s Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) |
| 10.8 |
|
Warrant Agency Agreement, dated as of January 7, 2022, between the Company and Transfer Online, Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed on January 10, 2022), an incorporated herein by reference) |
| |
|
|
| 23.1* |
|
Consent of dbbmckennon, Independent Registered Public Accounting Firm |
| |
|
|
| 31.1 |
|
Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated August 18, 2023 |
| |
|
|
| 31.2 |
|
Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated August 18, 2023 |
| |
|
|
| 32.1 |
|
Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated August 18, 2023 |
| |
|
|
| 32.2 |
|
Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated August 18, 2023 |
| |
|
|
| 101.INS |
|
XBRL
INSTANCE DOCUMENT |
| |
|
|
| 101.SCH |
|
XBRL
TAXONOMY EXTENSION SCHEMA |
| |
|
|
| 101.CAL |
|
XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE |
| |
|
|
| 101.DEF |
|
XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE |
| |
|
|
| 101.LAB |
|
XBRL
TAXONOMY EXTENSION LABEL LINKBASE |
| |
|
|
| 101.PRE |
|
XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE |
* Filed herewith.
** Furnished herewith.
Signatures
Pursuant to the requirements of Section 13 and 15(d)
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized, in Carlsbad, California, on August 21,
2023.
| |
AppTech
Payments Corp. |
| |
|
|
| |
By: |
/s/
Luke D’Angelo |
| |
Name: |
Luke
D’Angelo |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
By: |
/s/
Meilin Yu |
| |
|
Meilin Yu |
| |
|
Chief
Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act
of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Luke D’Angelo |
|
Chief
Executive Officer, Chairman and Director |
|
August 21,
2023 |
| Luke
D’Angelo |
|
|
|
|
| |
|
|
|
|
| /s/
Meilin Yu |
|
Chief
Financial Officer and Treasurer |
|
August
21, 2023 |
| Meilin Yu |
|
|
|
|
| |
|
|
|
|
| /s/
William Huff |
|
Director |
|
August 21,
2023 |
| William
Huff |
|
|
|
|
| |
|
|
|
|
| /s/
Mengyin H. Liang “Roz Huang” |
|
Director |
|
August 21,
2023 |
| Mengyin
H. Liang “Roz Huang” |
|
|
|
|
| |
|
|
|
|
| /s/
Michael O’Neal |
|
Director |
|
August 21,
2023 |
| Michael
O’Neal |
|
|
|
|
| |
|
|
|
|
| /s/
Christopher Williams |
|
Director |
|
August
21, 2023 |
| Christopher
Williams |
|
|
|
|
| |
|
|
|
|
| /s/
Virgil Llapitan |
|
Director |
|
August 21,
2023 |
| Virgil Llapitan |
|
|
|
|
| |
|
|
|
|