AppTech Payments Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2026, AppTech Payments Corp., a Delaware corporation (the “Company”), entered into the First Amendment to Revenue Participation Agreement (the “Amendment”), by and between the Company and Ascendancy Management, Inc. (the “Participant”), amending that certain Revenue Participation Agreement dated as of November 7, 2025 (the “Original Agreement” and as amended by the Amendment, “the Agreement”).
Pursuant to the Original Agreement, the Participant provided cash advances to the Company in exchange for participation rights in the revenue of the Company. Pursuant to the Amendment, the parties have agreed to increase the total revenue participation contribution of the Participant to $2,000,000, consisting of (a) $1,500,000 paid in three successive monthly payments of $500,000 each commencing on November 15, 2025, and (b) an additional contribution of $500,000 to be paid on or before February 28, 2026 (the “Revenue Participation Contribution”). The Participant shall receive a revenue participation percentage of 1.75% of the Company’s gross contract revenue; subject to adjustment and minimum monthly payments to the Participant. The term of the Participant’s revenue participation commenced on November 1, 2025 and shall continue in effect until December 31, 2029 (totaling fifty (50) months), unless earlier terminated (“Revenue Participation Term”). Pursuant to the Agreement, the parties agreed that the Revenue Participation Contribution is not a loan and the Company shall repay the full amount of the Revenue Participation Contribution to the Participant without interest on a prorated basis over the final eighteen (18) months of the Revenue Participation Term.
The foregoing is only a brief description of the material terms of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to such exhibit.
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. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) |
| 3 |
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: February 19, 2026 | By: | /s/ Thomas DeRosa |
| Thomas DeRosa, Chief Executive Officer | ||
| 4 |