AppTech Payments Corp. Form 8-K

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): May 28, 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	OTCQB
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15	APCXW	OTCQB

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 5.07 Submission of Matters to a Vote of Securities Holders.

On May 28, 2025, AppTech Payments Corp. (the “Company”) held its 2025 Annual Shareholders’ Meeting (the “Annual Meeting”). There were 33,283,329 shares of Company common stock entitled to be voted. Of this amount, 21,396,096 shares were represented in person or by proxy at the meeting. Voting results for each matter submitted to a vote at the 2025 Annual Meeting are set forth below:

1.	The shareholders voted to elect each of the two (2) director nominees to serve two-year terms:

Director Nominee	Votes For		Withheld		Broker Non-Votes
Thomas J. Kozlowski, Jr.		19,488,493		1,554,422	353,181
Calvin D. Walsh		19,526,859		1,516,056	353,181

2.	The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers:

Votes For	Against	Abstain	Broker Non-Votes
17,423,005	2,810,467	809,443	353,181

3.	The shareholders indicated, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
16,957,856	757,280	3,123,890	203,889	353,181

4.	The shareholders approved the 2025 AppTech Equity Incentive Plan:

Votes For	Against	Abstain	Broker Non-Votes
17,592,019	2,513,990	936,906	353,181

5.	The appointment of dbbmckennon as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified by the shareholders:

Votes For	Votes Against	Abstain	Broker Non-Votes
21,175,243	50,857	169,996	353,181

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: May 29, 2025	By:	/s/ Thomas DeRosa
		Thomas DeRosa
		Chief Executive Officer