SEC Form SC 13D/A filed by AppTech Payments Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AppTech Payments Corp.

(Name of Issuer)

Common Stock, par value $0.001 per Share

(Title of Class of Securities)

03834B200

(CUSIP Number)

nDigital Ventures

c/o Infinios Solutions (Bahrain) W.L.L.

11th Floor, Park Place

Building 2420, Road 2831, Block 428,

Seef District, Kingdom of Bahrain

+973 1720 3000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

May 6, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) The beneficial ownership of the issuer’s shares is being reported hereunder to address the prospect that nDigital Holdings SPC (“Holdings”) may be deemed to have an indirect or shared voting power over such shares as a result of its relationship with nDigital Ventures (“Ventures”) (described under Item 3 of this Schedule 13D and the matters described within Item 3, Item 4 and Item 5 of this Schedule 13D). Note that neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission by Holdings or Ventures that Holdings is the beneficial owner of any shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(1) The beneficial ownership of the issuer’s shares is being reported hereunder to address the prospect that nDigital Holdings SPC (“Holdings”) may be deemed to have an indirect or shared voting power over such shares as a result of its relationship with nDigital Ventures (“Ventures”) (described under Item 3 of this Schedule 13D and the matters described within Item 3, Item 4 and Item 5 of this Schedule 13D). Note that neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission by Holdings or Ventures that Holdings is the beneficial owner of any shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 1. Security and Issuer

This report on Schedule 13D (this “Report”) relates to the issued and outstanding shares of common stock, par value $0.001 per share (the “Company Common Stock”), of AppTech Payments Corp., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 5876 Owens Ave. Suite 100, Carlsbad, California 92008.

Item 2. Identity and Background

This Report is being jointly filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by (i) nDigital Ventures, an exempted company incorporated in the Cayman Islands (“Ventures”) and (ii) nDigital Holdings SPC, a Segregated Portfolio Company incorporated in the Cayman Islands (“Holdings” and together with Ventures the “Reporting Persons”). Ventures is a wholly owned subsidiary of Holdings. The address and principal place of business of Ventures is c/o Infinios Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom of Bahrain. Ventures is a company that holds stock in joint ventures, partnerships, investments, and other business ventures and interests. The address and principal place of business of Holdings is c/o Infinios Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom of Bahrain. Holdings is the parent-owner of Ventures.

The name, address and present office/position held by each director and executive officer of Reporting Persons is set forth in Schedule A, attached hereto and incorporated by reference herein.

During the past five years, neither Reporting Persons nor any individual listed on Schedule A (to Reporting Persons’ knowledge as of the time of filing this Report) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, neither Reporting Persons nor any individual listed on Schedule A (to Reporting Persons’ knowledge as of the time of filing this Report) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

The citizenship of each of Reporting Persons’ directors and officers is set forth on Schedule A.

Item 3. Source and Amount of Funds or Other Consideration

The Company and Infinios Solutions (Bahrain) W.L.L. (“Infinios”), which is owned by Holdings, are parties to a strategic relationship as set forth in greater detail in the Amended and Restated Subscription License and Services Agreement, made as of February 11, 2021 by and between Infinios and the Company (the “License Agreement”), pursuant to which the Company licenses Infinios’ digital banking and payment technology solutions. The License Agreement was originally between the Company and Infinios Financial Services B.S.C. (f/k/a N.E.C. Payments B.S.C.) (“Financial”), and Financial’s interest in the License Agreement was assigned to Infinios.¹ As part of the consideration for the license pursuant to the terms of the License Agreement, the Company agreed to issue Infinios or its assignee, a number of shares of Company Common Stock as equity compensation equating to 15% of the Company’s issued and outstanding shares. In that regard, on March 25, 2021, the Company issued 18,011,515 shares of Company Common Stock to Ventures, as assignee of Infinios, as was previously reported. Under the License Agreement, the Company also agreed to issue additional shares to Infinios or its assignee as an adjustment to maintain their 15% ownership in the event the Company engaged in certain stock issuance transactions in the future.

On January 5, 2022 the Company effectuated a reverse stock split of its issued and outstanding Company Common Stock at a ratio of 9.5 to 1 (the “Reverse Stock Split”). Following the Reverse Stock Split, Reporting Persons beneficially owned 1,895,948 shares of Company Common Stock.

On May 6, 2022, the Company issued 451,957 shares of Company Common Stock to Ventures, as assignee of Infinios, pursuant to the equity compensation adjustment provisions of the License Agreement resulting from certain Company stock issuance transactions.

 ¹ Reference to Infinios herein shall mean Financial with respect to periods prior to the assignment of the License Agreement interest by Financial to Infinios.

As of the date of this Report and by the nature of Venture’s relationship with Holdings, Reporting Persons beneficially own 2,347,905 shares of Company Common Stock.

Item 4. Purpose of Transaction

Reporting Persons acquired beneficial ownership of the securities of the Company for investment purposes, by assignment, as part of the consideration paid by the Company in connection with Venture’s affiliate Infinios’ strategic license relationship with the Company.

Reference is made to Item 3 which is hereby incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to Items 3 and 4, which are hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 26, 2022

SCHEDULE A

Set forth in the following table is a list of the current directors and executive officers of Ventures. Across from each such individuals name is their respective office/position and place of citizenship. The business address of each such individual listed below is c/o Infinios Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom of Bahrain.

Set forth in the following table is a list of the current directors and executive officers of Holdings. Across from each such individuals name is their respective office/position and place of citizenship. The business address of each such individual listed below is c/o Infinios Solutions (Bahrain) W.L.L., 11th Floor, Park Place, Building 2420, Road 2831, Block 428, Seef District, Kingdom of Bahrain.