UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

5876 Owens Ave, Suite 100

Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (760) 707-5959

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 23, 2025, AppTech Payments Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Labrys Fund II, L.P. (“Labrys”), pursuant to which the Company issued a promissory note in the aggregate principal amount of $360,000 (the “Note” and together with the Purchase Agreement, the “Transaction Documents”) to Labrys. The Note was issued with an original issue discount of $60,000, resulting in gross proceeds to the Company of $300,000 before deducting transaction expenses. The Note bears interest at a rate of 10% per annum and matures twelve (12) months from the date of issuance, unless earlier converted or repaid in accordance with its terms.

The Note is convertible at the option of Labrys into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an initial conversion price of $2.00 per share, subject to adjustment as set forth in the Note. Beginning April 21, 2026, the conversion price will be the lesser of $2.00 or 80% of the lowest single VWAP of the Common Stock on the principal market during the ten (10) trading days immediately preceding the conversion date, subject to further adjustment as provided in the Note. The Note contains a beneficial ownership limitation of 4.99%, which may be increased to up to 9.99% upon 61 days’ prior written notice by Labrys.

The Company is required to reserve from its authorized and unissued Common Stock a number of shares sufficient to permit the full conversion of the Note, as described in the Note. The Note may not be prepaid except as set forth therein.

The Note contains customary events of default, including, but not limited to, failure to pay principal or interest when due, failure to issue shares upon conversion, breaches of covenants or representations, bankruptcy or insolvency events, and certain other events as described in the Note. Upon an event of default, the outstanding principal amount of the Note, plus accrued interest and any other amounts due, may become immediately due and payable at the option of Labrys, and the Company may be required to pay a default amount equal to 115% of the outstanding principal and accrued interest.

The Purchase Agreement contains customary representations, warranties, and covenants of the Company and Labrys, including, among other things, restrictions on the use of proceeds, limitations on certain corporate actions without Labrys’ consent, and indemnification provisions. The Company has also granted Labrys certain piggy-back registration rights with respect to the shares issuable upon conversion of the Note.

The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The representations, warranties, and covenants contained in such agreements were made solely for the purposes of such agreements and as of specific dates, were intended to be solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

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.

ATTACHMENTS / EXHIBITS

SECURITIES PURCHASE AGREEMENT

PROMISSORY NOTE

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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