false 0001070050 0001070050 2025-02-12 2025-02-12 0001070050 APCX:CommonStockParValue0.001PerShareMember 2025-02-12 2025-02-12 0001070050 APCX:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf5.19Member 2025-02-12 2025-02-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): February 12, 2025

 

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-39158   65-0847995
(Commission File Number)   (IRS Employer Identification No.)

 

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:

 

  ☐ 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
Common stock, par value $0.001 per share   APCX   Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15   APCXW   Nasdaq Capital Market

 

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 7.01 Regulation FD Disclosure.

 

As previously disclosed, AppTech Payments Corp. (the “Company” or “our”) received notices from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on May 9, 2024 and August 21, 2024, respectively, notifying that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of at least $1 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Minimum Stockholders’ Equity Requirement”). On November 6, 2024, the Company received a delisting determination letter from the Staff indicating that the Company had not regained compliance with the Minimum Bid Price Requirement and, accordingly, its securities are subject to delisting from Nasdaq unless the Company timely requests an appeal of its determination before the Nasdaq Hearings Panel (the “Panel”) by November 13, 2024. On November 12, 2024, the Company timely requested a hearing before the Panel to appeal the delisting determination by the Staff. On November 22, 2024, the Company received a formal notice that the Panel will consider its appeal at an oral hearing on January 14, 2025 (the “Hearing”). The Hearing on this matter was held on January 14, 2025.

 

On February 12, 2025, the Panel issued a written decision to the Company and determined to grant the request of the Company to continue its listing on the Nasdaq, subject to the following conditions:

 

1.On or before March 31, 2025, the Company shall demonstrate compliance with the Minimum Stockholders’ Equity Requirement;
2.On or before March 31, 2025, the Company must file a public disclosure describing any transactions undertaken by the Company to increase its equity and providing an indication of its equity following those transactions;
3.On or before March 31, 2025, the Company must provide the Panel with an update on its fundraising plans, updated income projections for the next 12 months, with all underlying assumptions clearly stated; and
4.On or before May 5, 2025, the Company shall demonstrate compliance with the $1.00 Minimum Bid Price Requirement.

 

The Company is advised by the Panel that May 5, 2025, represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with the Nasdaq Listing Rules. The Company was informed that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review the decision made by the Panel, it may affirm, modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council determines that this matter will be called for review.

 

 

 

 

 

 

 

 

 2 

 

 

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 18, 2025 By: /s/ Thomas DeRosa
    Thomas DeRosa
    Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

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Cover
Feb. 12, 2025
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 12, 2025
Entity File Number 001-39158
Entity Registrant Name AppTech Payments Corp.
Entity Central Index Key 0001070050
Entity Tax Identification Number 65-0847995
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 5876 Owens Ave
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Carlsbad
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92008
City Area Code 760
Local Phone Number 707-5959
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock Par Value 0. 001 Per Share [Member]  
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol APCX
Security Exchange Name NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At Exercise Price Of 5. 19 [Member]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15
Trading Symbol APCXW
Security Exchange Name NASDAQ
AppTech Payments (NASDAQ:APCXW)
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