Amendment: AppTech Payments Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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, including 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 | ||
| OTCQB | ||||
| OTCQB |
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. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by AppTech Payments Corp. (the “Company”) on February 19, 2026 (the “Original Report”) solely to remove certain information in Exhibit 10.1, which contained internal financial projections that were preliminary in nature and inadvertently included in the Original Report.
The projections were prepared solely for internal planning and budgeting purposes, were preliminary in nature, were not prepared with a view toward public disclosure or compliance with published guidelines of the Securities and Exchange Commission or the accounting principles generally accepted in the United States, and were not reviewed or audited by the Company’s independent registered public accounting firm. The projections were based on numerous assumptions and estimates that are inherently uncertain and subject to significant business, economic and competitive risks.
The Company does not intend to update, reaffirm or otherwise provide guidance with respect to such projections, and investors should not place any reliance on them.
Item 1.01 Entry into a Material Definitive Agreement.
The Exhibit 10.1 attached hereto is a replacement of Exhibit 10.1 furnished on the Original Form 8-K.
Except as described above, no other changes have been made to the Original Form 8-K, and this amendment does not modify or update any other information contained in the Original Form 8-K. This amendment should be read in conjunction with the Original Form 8-K.
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* | First Amendment to Revenue Participation Agreement, dated as of February 17, 2026, by and between the Company and Ascendancy Management, Inc.(portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APPTECH PAYMENTS CORP. | ||
| Date: February 23, 2026 | By: | /s/ Thomas DeRosa |
| Thomas DeRosa, Chief Executive Officer | ||
| 3 |