UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Capital Market | ||||
| Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
As disclosed on the Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2023 by AppTech Payments Corp. (the “Company”), on October 13, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Alliance Partners, LLC, a Nevada limited liability company (“Alliance Partners”), and Chris Leyva (the “Seller”), pursuant to which the Company agreed, upon the terms and subject to the conditions of the Purchase Agreement, to purchase all of the Seller’s interest in, to and under the membership interests of Alliance Partners (the “Transaction”). As consideration for the purchase of the membership interests of Alliance Partners, the Company has agreed to pay the Seller a total consideration of $2,000,000 in cash and assume the obligations and liabilities of Alliance Partners, subject to the satisfaction of certain customary closing conditions.
The Company closed the Transaction on October 26, 2023 (the “Closing Date”). Pursuant to the terms of the Purchase Agreement, the Company paid $500,000 to the Seller. Subsequent to the Closing Date, on or before January 7, 2024, the Company shall pay $750,000 to the Seller, and on or before April 7, 2024, the Company shall pay $750,000 to the Seller.
Forward-Looking Statements /Safe Harbor Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “would,” “will be” “seeks,” or other similar expressions. These forward-looking statements include, but are not limited to, statements whether or not the Transaction will be completed, the satisfaction of customary closing conditions related to the Transaction, and the timing of, and expectations in relation to, any of the foregoing matters. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the closing of the Transaction is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01. Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1* | Membership Interest Purchase Agreement, dated as of October 13, 2023, by and among AppTech Payments Corp., Alliance Partners, LLC, and Chris Leyva. | |
| 99.1** | Press Release, dated October 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Previously filed.
** Furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and not to be deemed “filed” pursuant to Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
| 2 |
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: October 27, 2023 | By: | /s/ Luke D’Angelo |
| Luke D’Angelo | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
AppTech Payments Corp. Completes Acquisition of FinZeo
Carlsbad, Calif. – October 27, 2023 - AppTech Payments Corp. (NASDAQ: APCX), a pioneering Fintech company powering frictionless commerce between business to business and business to consumer, today announced that it completed its acquisition of Alliance Partners, LLC, owners of FinZeo, a software development company centered around the movement of money, nationally and globally.
FinZeo was founded in 2018 and is dedicated to delivering innovative payment and banking technology solutions for businesses of all sizes. By integrating the FinZeo platform, AppTech believes it can augment its technology offerings, furnishing users with cutting-edge tools accessible via online portals or through an API.
“This acquisition aligns seamlessly with AppTech's strategic initiatives, marking our steadfast commitment to investing in innovation and technology. We are resolute in our mission to foster revenue synergy and provide specialty payments for businesses and partners, while continuing to lead the way in the ever-evolving Fintech landscape,” said Luke D’Angelo, Chairman & CEO of AppTech Payments Corp. “With FinZeo fully integrated into our Commerse™ product suite, we trust the market will be highly receptive to our comprehensive PaaS and BaaS solutions. We welcome the FinZeo team to our company and look forward to executing on our commercialization strategy to ultimately generate value for our shareholders.”
Finzeo’s API enables AppTech to optimize integration with software providers and Independent Software Vendors (ISVs), facilitating rapid technology implementation. The onboarding process for ISVs will be streamlined with the support of video tutorials, a dedicated customer center, and a sandbox API environment. With the assimilation of FinZeo, AppTech advances into a Payment Facilitator (PayFac), propelling the company’s aggregation model.
To learn more about FinZeo, please visit www.finzeo.com.
About AppTech Payments Corp
AppTech Payments Corp. (NASDAQ: APCX) provides digital financial services for corporations, small and midsized enterprises (“SMEs”) and consumers through the Company’s scalable cloud-based platform architecture and infrastructure, coupled with our commerce experiences development and delivery model. AppTech maintains exclusive licensing and partnership agreements in addition to a full suite of patented technology capabilities. For more information, please visit www.apptechcorp.com.
Forward-Looking Statements
This press release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate, believe, estimate, expect, forecast, intend, may, plan, project, predict, should, will" and similar expressions as they relate to AppTech are intended to identify such forward-looking statements. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customer order patterns, changes in customer offering mix, and various other factors beyond the Company's control. Actual events or results may differ materially from those described in this press release due to any of these factors. AppTech is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations Contact
Michael Kim/Brooks Hamilton
737-289-0835
APCX@mzgroup.us
AppTech Payments Corp.
760-707-5959
info@apptechcorp.com