APCX Apptech Payments Corp. - 8-K

Item 1.01. Entry into
a Material Definitive Agreement.

On
April 3, 2026, AppTech Payments Corp. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”)
with each of LendSpark Corporation (“LendSpark”) and Manetto Hill Fund Series I, LLC (“Manetto,” and together
with LendSpark, the “Investors”), pursuant to which each Investor agreed to purchase, and the Company agreed to issue and
sell to such Investor, an 18% promissory note in the principal amount of $500,000 (each, a “Note” and collectively, the “Notes”)
for a purchase price of $475,000 per Note (reflecting an original issue discount of $25,000 per Note). Each Investor also received a common
stock purchase warrant to purchase 500,000 shares of the Company’s common stock, par value $0.001 per share (each, a “Warrant”
and collectively, the “Warrants,” and together with the Notes, the “Securities”). The Notes and Warrants were
issued in a private placement transaction.

The
Note was issued on April 3, 2026 with a principal amount of $500,000, which includes an original issue discount of $25,000. The purchase
price paid by the Investor for the Note was $475,000, subject to certain transaction expense deductions as described below.

The
Note bears interest at a rate of 18% per annum, and matures 14 months from the issue date (the “Maturity Date”). The Note
provides for amortization payments in cash, beginning May 4, 2026, with scheduled payments continuing through the Maturity Date.

The
Note is convertible, at the Investor’s option and subject to certain limitations, into shares of the Company’s common stock
at a fixed conversion price of $2.00 per share, subject to adjustment as provided in the Note. The Note contains a beneficial ownership
limitation of 4.99% (which limits the extent to which the Investor may convert the Note if such conversion would cause the Investor and
its attribution parties to beneficially own more than 4.99% of the Company’s outstanding common stock).

The
Note contains customary events of default, including, among others, failure to pay amounts when due (subject to cure periods), failure
to timely deliver shares upon conversion, breaches of covenants, and certain insolvency events. Upon an event of default, amounts outstanding
under the Note may become immediately due and payable and the Investor may be entitled to receive an amount equal to 125% of the outstanding
principal and accrued interest (including default interest), as provided in the Note, and may have the right to convert amounts due at
alternative pricing terms set forth in the Note.

In
connection with the Purchase Agreement, the Company also issued the Warrant to the Investor. The Warrant is exercisable for up to 500,000
shares of Common Stock at an initial exercise price of $1.00 per share, subject to adjustment as provided in the Warrant, and expires
five years from the issuance date. The Warrant includes, among other things, (i) a 4.99% beneficial ownership limitation, (ii) provisions
for cashless exercise in certain circumstances, and (iii) customary anti-dilution protections, including adjustments in the event of dilutive
issuances and stock splits or similar events, in each case as set forth in the Warrant.

In
connection with the transactions contemplated by the Purchase Agreements, Infinitus Pay Inc., a wholly-owned subsidiary of the Company
(“Infinitus”), entered into a guaranty agreement (the “Guaranty”) in favor of the Investors, pursuant to which
Infinitus guaranteed the Company’s obligations under the Notes upon the occurrence of an event of default, and granted the Investors
a security interest in certain collateral as set forth in the Guaranty.

In
connection with the transactions described above, the Company agreed to pay certain fees and expenses, including fees payable to HCC Securities
Group, Inc., a registered broker-dealer, as placement agent.

The
foregoing summaries of the Purchase Agreements, the Notes, the Warrants and the Guaranty do not purport to be complete and are qualified
in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Current Report on Form 8-K and
incorporated herein by reference.

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Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The
information set forth under Item 1.01 with respect to the Transaction Documents above of this Current Report on Form 8-K is incorporated
by reference into this Item 2.03.

Item 3.02. Unregistered
Sales of Equity Securities.

The
information set forth under Item 1.01 above of this Current Report on Form 8-K with respect to the transaction documents is incorporated
by reference into this Item 3.02. The Note and the shares of common stock issuable upon conversion of the Note have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and were offered
and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D promulgated thereunder.

Item 9.01.
Financial Statements and Exhibits.

(d)   Exhibits

The following
exhibits are filed with this Current Report on Form 8-K:

Number

Exhibit Description

4.1

Form of Common Stock Purchase Warrant

10.1

Form of Securities Purchase Agreement

10.2

Form of Promissory Note

10.3

Guaranty, dated as of April 3, 2026, made by Infinitus Pay Inc., in favor of LendSpark Corporation and Manetto Hill Fund Series I, LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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