UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-27569
AppTech Payments Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 7389 | 66-0847995 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
5876 Owens Avenue
Suite 100
Carlsbad, California 92008
(760) 707-5959
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Luke D’Angelo
Chief Executive Officer
5876 Owens Avenue
Suite 100
Carlsbad, California 92008
(760) 707-5959
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Capital Market | ||
Capital Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
�� | ||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2022, the last business day of the registrant’s last completed second quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $8,270,261, based on the closing price of the registrant’s common stock, on June 30, 2022, as reported by the Nasdaq Capital Market. For the purposes of this disclosure, shares of common stock held by each executive officer, director and stockholder known by the registrant to be affiliated with such individuals based on public filings and other information known to the registrant have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of August 21, 2023, the registrant had
shares of common stock issued and outstanding.
EXPLANATORY NOTE
AppTech Payments Corp. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2023, (the “Original 10-K”), solely for the purpose of including exhibits that were unintentionally omitted from the Original Filing.
Pursuant to Rule 12b-15, the Amendment also contains new certifications for the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, which are attached as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto. The Amendment does not reflect subsequent events occurring after the original filing date of the Original 10-K or modify or update in any way the financial statements, consents or any other items disclosures made in the Original 10-K in any way other than as required to reflect the amendments discussed above. Accordingly, the Amendment should be read in conjunction with the Original 10-K and the Company’s other filings with the SEC subsequent to the filing of the Original 10-K.
Auditor: dbbmckennon
PCAOB ID 3501
San Diego, California
AppTech Payments Corp.
Form 10-K
Table of Contents
Page | ||
Part IV | ||
Item 15. | Exhibits and Financial Statements Schedules | 4 |
Exhibit Index | 4 | |
Signatures | 8 |
3 |
EXHIBIT INDEX
4 |
5 |
6 |
* Filed herewith.
** Furnished herewith.
7 |
Signatures
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Carlsbad, California, on August 21, 2023.
AppTech Payments Corp. | ||
By: | /s/ Luke D’Angelo | |
Name: | Luke D’Angelo | |
Title: | Chief Executive Officer | |
By: | /s/ Meilin Yu | |
Meilin Yu | ||
Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Luke D’Angelo | Chief Executive Officer, Chairman and Director | August 21, 2023 | ||
Luke D’Angelo | ||||
/s/ Meilin Yu | Chief Financial Officer and Treasurer | August 21, 2023 | ||
Meilin Yu | ||||
/s/ William Huff | Director | August 21, 2023 | ||
William Huff | ||||
/s/ Mengyin H. Liang “Roz Huang” | Director | August 21, 2023 | ||
Mengyin H. Liang “Roz Huang” | ||||
/s/ Michael O’Neal | Director | August 21, 2023 | ||
Michael O’Neal | ||||
/s/ Christopher Williams | Director | August 21, 2023 | ||
Christopher Williams | ||||
/s/ Virgil Llapitan | Director | August 21, 2023 | ||
Virgil Llapitan | ||||
8 |