ACQUISITION

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITION

NOTE 3 - ACQUISITION

See Note 1- Acquisition - Purchase of Alliance Partners, LLC (Business Combinations)

The Company accounts for acquisitions in which it obtains control of a business as a business combination. The purchase price of the acquired business is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

In a business combination, goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed.

Intangible assets are established with business combinations and consist of intellectual property and customer relationships. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method.

On October 26, 2023, the Company acquired FinZeo, a Nevada based LLC. As consideration for the purchase of the membership interests of Alliance Partners, the Company agreed to pay the Seller total consideration of $2.0 million in cash and assume certain short-term and long-term liabilities of Alliance Partners. Of the original purchase price, $1.5 million remains outstanding as of December 31, 2023 and due July 31, 2024. The payable amount is secured by substantially all the Company's assets.

As part of the acquisition of FinZeo, the previous management team received 1.5 million options of AppTech's common stock, which will vest if the Company achieves certain sales target. The options would be forfeited if they left the Company prior to achieving their target. The Company did not record any stock based compensation expense during the year ended December 31, 2023 as these were not determined to be probable of vesting.

The pre-acquisition financial results of FinZeo were not material to these financial statements.

See Note 5- Accrued Liabilities and Note 10 - Stockholders’ Equity (Deficit)

Terms of the acquisition are listed below:

(in thousands, except share data)
Total purchase price	$	2,000
Allocation of the purchase price was as follows:
Cash and cash equivalents		–
Net working capital (excluding cash)		(1,148	)
Other liabilities		(2,413	)
Acquired technology and intellectual property		4,400
Goodwill		1,161
Net assets acquired	$	2,000