Filed 2026-03-31 · Period ending 2025-12-31 · 29,756 words · SEC EDGAR
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# AppTech Payments Corp. (APCX) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001683168-26-002518 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1070050/000168316826002518/) **Origin leaf:** 04657f82bf74bc0ea55a9efb66ca02a102c2ecc0ae5db62a56ba12279900d505 **Words:** 29,756 --- **Table of Contents UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (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, 2025** **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: 001-39158** **AppTech Payments Corp.** (Exact Name of Registrant as Specified in its Charter) | Delaware | | 7389 | | 65-0847995 | | | (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 registrants principal executive offices) **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, $0.001 par value per share | APCX | OTC Venture Market | | | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15 | APCXW | OTC Venture 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 managements 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 registrants 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 The aggregate market value of common stock of the registrant held by non-affiliates as of June 30, 2025, was approximately $19.0 million. As of March 31, 2026, 40,503,934 shares of common stock, $0.001 par value were issued and outstanding. **DOCUMENTS INCORPORATED BY REFERENCE** Specified portions of the registrants proxy statement with respect to the registrants 2026 Annual Meeting of Stockholders, which is to be filed pursuant to Regulation 14A within 120 days after the end of the registrants fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. | | | | | **** **AppTech Payments Corp.** **Form 10-K** **Table of Contents** | | | Page | | | | Part I | | | | | Special Note Regarding Forward-Looking Statements and Projections | 1 | | | Item 1. | Business | 2 | | | Item 1A. | Risk Factors | 6 | | | Item 1B. | Unresolved Staff Comments | 6 | | | Item 1C. | Cybersecurity | 6 | | | Item 2. | Properties | 8 | | | Item 3. | Legal Proceedings | 8 | | | Item 4. | Mine Safety Disclosures | 8 | | | | | | | | | Part II | | | | Item 5. | Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 9 | | | Item 6. | [Reserved] | 9 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 9 | | | Item 7A. | Qualitative and Quantitative Disclosures about Market Risk | 16 | | | Item 8. | Financial Statements and Supplementary Data | 17 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 17 | | | Item 9A. | Controls and Procedures | 17 | | | Item 9B. | Other Information | 18 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 18 | | | | | | | | | Part III | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 19 | | | Item 11. | Executive Compensation | 19 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 19 | | | Item 13. | Certain Relationships and Related Transactions and Director Independence | | | | Item 14. | Principal Accountant Fees and Services | 20 | | | | | | | | | Part IV | | | | Item 15. | Exhibits and Financial Statements Schedules | 21 | | | Item 16. | Form 10-K Summary | 21 | | | | | | | Index to Financial Statements | 22 | | | Exhibit Index | 45 | | | Signatures | 50 | | **** | | i | | | **** **** **PART I** **SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS** Various statements in this report of AppTech Payments Corp. are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are subject to risks and uncertainties and are based on information currently available to our management. Words such as anticipate, believe, estimate, expect, intend, may, plan, contemplates, predict, project, target, likely, potential, continue, ongoing, will, would, should, could, or the negative of these terms and similar expressions or words, identify forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from those projected in our forward-looking statements. You should not place undue reliance on forward looking statements. The cautionary statements set forth in this report identify important factors which you should consider in evaluating our forward-looking statements. These risks include, but are not limited to, the following: | | | delays and uncertainty associated with the boarding of clients to our platform; | | | | | | | | | | substantial investment and costs associated with new potential revenue streams and their corresponding contractual obligations; | | | | | | | | | | a slowdown or reduction in our sales due to a reduction in end user demand, unanticipated competition, regulatory issues, or other unexpected circumstances; | | | | | | | | | | uncertainty regarding adverse macroeconomic conditions, including inflation, a recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, consumer confidence and spending, and high unemployment; | | | | | | | | | | dependence on third-parties needed to facilitate our automated clearing house (ACH) and merchant service capabilities; | | | | | | | | | | delay in or failure to obtain regulatory approval for any future products in additional countries, and; | | | | | | | | | | current and future laws and regulations. | | All written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We caution investors not to rely too heavily on the forward-looking statements we make or that are made on our behalf. We undertake no obligation and specifically decline any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please see, however, any further disclosures we make on related subjects in any annual, quarterly or current reports that we may file with the Securities and Exchange Commission (SEC). We encourage you to read the discussion and analysis of our financial condition and our consolidated financial statements contained both in our Form S-1 that was filed with the Securities and Exchange Commission on January 3, 2022, and in this Annual Report on Form 10-K. There can be no assurance that we will in fact achieve the actual results or developments we anticipate or, even if we do substantially realize them, that they will have the expected consequences to, or effects on, us. Therefore, we can give no assurances that we will achieve the outcomes stated in those forward-looking statements and estimates. Unless the context otherwise requires, throughout this Annual Report on Form 10-K, the words AppTech Payments, we, us, the registrant or the Company refer to AppTech Payments Corp. | | 1 | | | **Item 1. Business** **Business Overview** 2025 was a defining year for AppTech Payments Corp. (AppTech). The Company entered the year with inherited structural, operational, and technological challenges that limited its ability to scale and compete effectively in the rapidly evolving financial services landscape. The legacy FinZeo acquisition, while strategically intended to position the Company in digital payments, required significant remediation. The inherited platform architecture was fragmented, the marketplace model was not commercially viable, and the product required substantial modernization to meet industry expectations. These issues constrained growth and created operational inefficiencies that needed to be addressed before the Company could pursue new opportunities. Recognizing these challenges, the new management team undertook a comprehensive transformation of the Company. This included stabilizing operations, preserving existing revenue streams, restructuring internal processes, modernizing the technology stack, and repositioning the Company toward scalable, high-value financial technology infrastructure. The objective was not incremental improvement, but a fundamental repositioning of AppTech into a modern fintech infrastructure provider capable of supporting digital banking, embedded finance, and omnichannel payments at scale. By year-end, AppTech had rebuilt its foundation, aligned its teams, and established a clear strategic direction for long-term growth. This transformation occurred during a period of rapid change in the financial services industry. Businesses, financial institutions, and technology platforms increasingly require modern, flexible, and compliant financial technology capable of supporting digital-first interactions, automated onboarding, and embedded financial services. The market is shifting toward unified platforms that reduce integration complexity, support multi-channel payment experiences, and deliver scalable financial services without requiring costly or disruptive changes to existing banking systems. Smaller and mid-sized banks, in particular, face mounting pressure to modernize their digital offerings but often lack the internal resources or infrastructure to do so effectively. These institutions represent a significant and underserved segment of the market. To address these needs, AppTech deployed the AppTech Banking Platform, a modern financial services layer licensed and implemented in 2025. While architecturally similar to Banking-as-a-Service systems, AppTech positions this platform as a core Company technology rather than a traditional BaaS product. The platform enables digital banking capabilities, account-based processing, onboarding, compliance, and financial workflows through a unified, cloud-native architecture. It is designed as a multi-tenant, multi-bank system, allowing AppTech to support multiple financial institutions simultaneously and expand its banking partnerships over time. Importantly, the platform integrates alongside a banks existing core system rather than replacing it, enabling AppTech to deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes. The Companys first partner bank is now fully online and accepting clients through the AppTech Banking Platform. This relationship provides AppTech with a compliant and scalable foundation for delivering digital banking capabilities, account creation, payment services, and financial workflows. The close operational alignment between AppTech and its partner bank enhances the Companys ability to deliver efficient onboarding, consistent compliance processes, and a streamlined path for clients to activate financial products, while maintaining the banks regulatory oversight and decision-making authority. Building on this strengthened foundation, AppTech completed the acquisition of Infinitus Pay, Inc. (IP) in late 2025. IP brings a profitable business, a growing customer portfolio, and a robust cross-border payments and onboarding platform that integrates directly into the AppTech Banking Platform. Its technology expands AppTechs capabilities in global payment acceptance, international payouts, multi-currency transactions, automated recipient onboarding, and compliance workflows. IP also contributes a sophisticated partner portal that provides detailed reporting, business metrics, and operational insights. This portal not only supports IPs existing clients but also enhances AppTechs broader sales channel by equipping partners with tools to identify opportunities, monitor client performance, and unlock client potential. | | 2 | | | While the Companys long-term strategy is centered on digital banking and embedded financial services, AppTech continues to operate and generate revenue from its FinZeo Payments-as-a-Service (PaaS) business. FinZeo remains an active and revenue-producing component of the Companys operations, contributing approximately 1015% of total revenue in 2025. Although the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the underlying PaaS capabilities continue to serve merchants, ISOs, and technology partners. The Company stabilized this business, preserved its revenue, and repositioned it as a strategic channel for identifying future opportunities aligned with the Companys broader financial technology strategy. As a result of these efforts, AppTech emerges from 2025 as a fundamentally different companyone with a modern technology foundation, a scalable business model, a strengthened leadership team, and a clear strategic direction. The Company is now positioned to participate meaningfully in the next generation of digital financial services, with a platform capable of supporting financial institutions, technology companies, and SMEs with scalable, customizable financial solutions that reduce integration complexity and accelerate time-to-market. **Corporate Information** **** AppTech Corp. reincorporated in Delaware on December 23, 2021, and changed its name to AppTech Payments Corp. The Companys principal executive offices are located at 5876 Owens Avenue, Suite 100, Carlsbad, California 92008. Its phone number is (760) 707-5959. Its website address is www.apptechcorp.com and www.finzeo.com. AppTech does not incorporate the information on or accessible through our website into this report. AppTech has included our website address in this report solely as an inactive textual reference. **** **Industry Background** The financial technology and payment processing industries continue to evolve rapidly as technological innovation, shifting consumer expectations, and new business models reshape the global financial landscape. Digital transformation is accelerating across all sectors, driving demand for modern payment systems, digital banking capabilities, and embedded financial services. Automated Clearing House (ACH) payments, card processing, and mobile-first financial interactions have become foundational components of the digital economy. ACH payments have experienced sustained growth in both volume and value. In 2022, the ACH network processed 30 billion payments valued at $76.7 trillion, reflecting increases in both transaction volume and dollar value, according to the Federal Reserve Payments Study (2022). By 2023, The Clearing House reported more than 19 billion ACH transactions totaling $52.4 trillion, representing continued year-over-year expansion. Between 2018 and 2021, the dollar value of ACH payments grew at an annual rate of 12.7%, the highest growth rate recorded by the Federal Reserve Payments Study (2023). Card payments remain the dominant method of consumer and business transactions. The Federal Reserve Payments Study highlights the significant volume of card-based transactions, and demand continues to rise as consumers adopt contactless and instant payment methods. The global shift toward digital wallets, tokenized payments, and mobile-enabled commerce is expected to continue accelerating. The broader fintech sector is also expanding rapidly. According to Statistas *Digital & Trends Neobanking US Report (2023)*, the industry is projected to grow at a compound annual growth rate of approximately 16.5% between 2024 and 2032. The same report estimates that digital banking, including FDIC-insured neobanks offering modern financial services, will reach a value of approximately $2.6 trillion by 2027, with more than 78 million users. Neobanks and fintech platforms are reshaping traditional banking models by offering digital-first experiences, lower costs, and enhanced convenience. Smaller financial institutions, including credit unions, are increasingly adopting digital payment solutions to remain competitive. According to CUInsights *Credit Unions Adopting Open Banking Payments*report (2024), approximately 11% of credit unions had incorporated open banking payment options as of mid-2024, reflecting a growing trend toward advanced digital capabilities. Digital transformation enables these institutions to attract and retain members by offering secure, convenient financial services. Many are partnering with fintech companies to accelerate modernization efforts, consistent with broader industry findings highlighted in PwCs *Global Consumer Insights Survey*. | | 3 | | | The digital payments ecosystem presents significant revenue opportunities. PwC estimates a $60 billion revenue opportunity across digital payment channels, driven by mobile wallets, ACH systems, and embedded financial services. As digital payments become more deeply integrated into everyday financial interactions, businesses and financial institutions are seeking partners capable of delivering modern, scalable, and compliant financial technology. **Our Competitive Strengths** AppTech believes that the transformation completed in 2025 provides the Company with several meaningful competitive strengths that differentiate it within the financial technology landscape. The most significant of these is the AppTech Banking Platform, which enables the Company to deliver modern financial services through a single, cohesive architecture that reduces integration complexity and accelerates time-to-market for clients. The platforms multi-tenant, multi-bank design allows AppTech to support multiple financial institutions concurrently and expand its banking partnerships over time, creating a scalable foundation for long-term growth. Because the platform integrates alongside a banks existing core system rather than replacing it, AppTech can deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes. The acquisition of IP further enhances AppTechs competitive position. IPs cross-border payments, multi-currency capabilities, automated onboarding workflows, and compliance infrastructure integrate directly into the AppTech Banking Platform, expanding the Companys ability to support international commerce and embedded finance use cases. IPs partner portal strengthens AppTechs sales ecosystem by providing detailed reporting and business metrics that help identify opportunities, optimize performance, and accelerate adoption. AppTechs ability to serve as both a technology provider and a sales enablement partner for smaller and mid-sized banks further differentiates the Company. These institutions represent a large and underserved segment of the market, and AppTechs platform allows them to expand their digital capabilities and reach new customers without replacing their existing systems. This positioning creates mutually beneficial opportunities for both AppTech and its banking partners and supports the Companys long-term growth objectives. Finally, the Companys decision to preserve and stabilize its FinZeo PaaS business provides an additional competitive advantage. While the inherited marketplace model required significant remediation, the underlying PaaS capabilities continue to generate revenue and serve as a valuable channel for identifying new opportunities. This dual-engine modeldigital banking infrastructure combined with a stabilized payments businesspositions AppTech to grow revenue while expanding its presence across multiple segments of the financial services ecosystem. **Our Growth Strategy** AppTechs growth strategy is centered on leveraging the foundation established in 2025 to expand its banking relationships, scale its unified financial technology platform, and capitalize on the increasing demand for modern digital financial services. The Company intends to build on the capabilities of the AppTech Banking Platform by onboarding additional financial institutions, thereby increasing distribution channels and broadening its reach across the banking sector. The platforms multi-tenant architecture enables AppTech to support multiple banks concurrently, creating opportunities to serve diverse market segments and deepen its presence within the financial services ecosystem. A key component of the Companys strategy is the full integration and expansion of the IP platform. By combining IPs cross-border payments, onboarding automation, and compliance workflows with the AppTech Banking Platform, the Company aims to deliver a comprehensive suite of financial services that support both domestic and international commerce. IPs sales pipeline and partner portal will play an important role in this strategy by providing AppTech and its partners with actionable insights that can drive client acquisition, improve performance, and accelerate adoption. AppTech also intends to focus on underserved market segments, particularly smaller and mid-sized banks that lack the internal resources to modernize their digital offerings. By providing these institutions with modern financial technology that integrates alongside their existing core systems, AppTech can serve as both a technology provider and a sales enablement partner, helping banks expand their digital capabilities and reach new customers. This approach creates mutually beneficial opportunities for both AppTech and its banking partners and supports the Companys long-term growth objectives. | | 4 | | | In addition, AppTech plans to continue enhancing its unified financial technology stack, which integrates digital banking, account-based processing, omnichannel payments, automated onboarding, compliance automation, and cross-border capabilities into a single architecture. The Company believes that delivering these capabilities through a modular, extensible platform will reduce integration friction for clients and enable AppTech to support a wide range of deployment models, including off-the-shelf solutions, white-label offerings, and fully embedded financial services. By strengthening its banking partnerships, scaling the AppTech Banking Platform, fully leveraging the IP acquisition, and stabilizing and utilizing the FinZeo PaaS business as a strategic channel, AppTech believes it is well positioned to drive meaningful expansion in 2026 and beyond. **Our Products and Services** AppTech offers a suite of financial technology solutions designed to empower financial institutions, technology providers, and enterprise brands to deliver modern, digital-first financial experiences. The Companys unified platform integrates digital banking, omnichannel payments, onboarding automation, compliance workflows, and embedded financial services into a single, extensible architecture. *Merchant Services* AppTechs historical core business consists of merchant transaction services. The Company generates revenue by processing credit and debit card payments through point-of-sale equipment, eCommerce gateways, periodic ACH payments, and gift and loyalty programs. AppTech currently supports more than 150 merchants across a wide range of industries. Each merchant has unique processing needs, and AppTech leverages multiple processing partners to ensure optimal alignment based on risk, volume, customer service, integration capabilities, product features, and profitability. *FinZeo Payments-as-a-Service (PaaS)* FinZeo remains an active and revenue-producing component of AppTechs operations, contributing approximately 1015% of total revenue in 2025. The platform provides ACH processing, card acceptance, eCheck services, mobile payments, electronic billing, and text-to-pay capabilities to merchants and partners across a variety of industries. While the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the Company stabilized the business, preserved its revenue, and repositioned it as a strategic channel for identifying new opportunities aligned with the Companys broader financial technology strategy. *Digital Financial Technology Platform consisting of Omnichannel Payments and Digital Banking* AppTechs digital financial technology platform incorporates two primary product pillars: omnichannel digital payments and digital banking capabilities. The omnichannel payments pillar includes hosted eCommerce checkout, a flexible payment gateway, patented payment technologies, alternative payment methods, and mobile and contactless payments. The digital banking pillar provides financial institutions with the technology required to offer modern financial services to businesses, professionals, and individuals. The platform supports the development and deployment of customized financial experiences through open and private APIs, third-party integrations, white-label capabilities, and optional professional services. Clients may deploy AppTechs solutions off-the-shelf or embed them directly into their own applications. AppTechs patented text-to-pay technology enables B2B, B2C, and P2P payments via SMS, mobile push, email, and embedded links. Combined with additional patents in mobile-to-computer messaging and lead generation, these capabilities allow AppTech to deliver innovative customer engagement and payment experiences. | | 5 | | | The platform also supports personalization, marketing automation, and online-to-offline attribution, enabling businesses to tailor financial experiences to individual customer preferences. Automation capabilities allow clients to configure financial incentives, cashback programs, and savings features such as round-ups. The platforms open architecture supports embedded payments and financial services through flexible APIs. AppTech continues to enhance its platform through ongoing development, integration, testing, and certification. The Company expects to introduce additional features, capabilities, and improvements as it advances toward broader market readiness. **Employees** As of the date of this annual report, we have six full-time employees. In addition to our employees, we utilize various consultants and contractors for other services on an as-needed basis. **Item 1A. Risk Factors** As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item. **Item 1B. Unresolved Staff Comments** Not applicable. **Item 1C. Cybersecurity** **Risk Management and Strategy** AppTech recognizes the critical importance of cybersecurity in protecting its operations, customer information, and proprietary data. The Company is committed to implementing robust security measures designed to mitigate the risk of cyber incidents that could disrupt business operations or compromise data integrity. *Engage Third-parties on Risk Management* Due to the difficulties and evolving nature of cybersecurity threats, AppTech engages with external experts, including cybersecurity consultants and auditors to evaluate and test its risk management systems. These relationships allow us to utilize specialized knowledge and insights, ensuring our strategies and processes remain in-line with current best practices. These third-parties provide the Company with regular audits, threat assessments, and consultations on security enhancements. Also, during onboarding and periodically thereafter, we conduct trainings for the Companys employees, contractors, and temporary workers about cybersecurity risks, including sending test phishing emails for training purposes to all users of the Companys email system. Our cybersecurity strategy encompasses a comprehensive suite of measures designed to protect our systems and data from unauthorized access, use, alteration, or destruction. These measures include, but are not limited to: Implementation of advanced cybersecurity technologies, including firewalls, intrusion detection systems, and encryption protocols, to safeguard our network and data. Regular security assessments and penetration testing conducted by external experts to identify and remediate potential vulnerabilities. Establishing and maintaining incident response and recovery plans to ensure timely and effective responses to any cybersecurity incidents. *Oversee Third-party Risk* To manage the risks associated with third-party service providers, AppTech conducts weekly calls with its providers to monitor compliance on an ongoing basis. Issues that arise are addressed immediately with mitigating measures added to avoid future problems. | | 6 | | | *Risks from Cybersecurity Threats* Like other companies in our industry, we face several cybersecurity risks in connection with our business. Although such risks have not materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, to date, we have, from time to time, experienced threats to and security incidents related to our data and systems, including denial of service and phishing attacks. *Risk Management Personnel* Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our third-party provider, the Company's Director of Information Technology and Director of Software Engineering (referred to as IT). Their knowledge, experience and relationship with our third-party vendor are instrumental in developing and executing our cybersecurity strategies. *Risk Management Reporting* The IT Team provides updates to upper Management on a routine basis or as potentially critical risks from cybersecurity threats or incidents arise. In addition, the audit committee is notified of any material cybersecurity concerns that may impact internal controls, data storage, or the integrity of our financial reporting. *Governance* Our board of directors has ultimate oversight responsibility for our strategic and business risk management and delegates cybersecurity risk management oversight to its audit committee. *Risk Management* ** Despite our diligent efforts to secure our systems and data, we acknowledge that no cybersecurity measures can completely eliminate the risk of cyber incidents. The evolving nature of cyber threats means that we must continually adapt our cybersecurity strategies to address new and emerging risks. In recognition of these risks, we have implemented a comprehensive risk management framework that includes: | | | Continuous monitoring of our networks and systems for signs of unauthorized activity. | | | | | Regular updates to our cybersecurity measures to address new vulnerabilities and threats. | | | | | Collaboration with industry partners and government agencies to share information on threats and best practices for cybersecurity. | | | | | Maintaining cyber insurance to mitigate the financial impact of potential cybersecurity incidents. | | *Potential Impact of Cybersecurity Incidents* We recognize that a significant cybersecurity incident could have material adverse effects on our business, including operational disruptions, financial losses, legal liabilities, and damage to our reputation. Such incidents could also result in the loss of proprietary information or the exposure of sensitive customer data, leading to further financial and reputational harm. In conclusion, while AppTech Payment Corp is committed to employing comprehensive cybersecurity measures to protect against cyber threats, there are inherent risks associated with cybersecurity that could impact our business. We continue to monitor our cybersecurity landscape actively and adapt our defenses to mitigate these risks as much as possible. | | 7 | | | **Item 2. Properties** Corporate headquarters is located at 5876 Owens Avenue, Suite 100, Carlsbad, CA 92008, consisting of approximately 3,000 square feet of leased office space. The Company does not own any real property. **Item 3. Legal Proceedings** **** Finzeo Seller Suit On October 30, 2025, AppTech Payments Corp. filed a lawsuit in the United States District Court, Southern District of California, against Seller with claims for trade secret misappropriation, fraud, misrepresentation, conversion, unfair business practices, violation of California Penal Code section 502, and breach of contract. The litigation relates to AppTechs acquisition of membership interests in a company and the companys related product. The defendant has made claims of an offset based on alleged outstanding payments as part of the acquisition. On November 4, 2025, the Court entered an order approving the parties Stipulation/Joint re AppTechs Motion for Temporary Restraining Order and Order. The case is currently in the discovery stage with the final pretrial conference scheduled for March 18, 2027. On March 13, 2025, Moses & Singer LLP filed a case against AppTech Payments Corp. for unpaid fees of approximately $445 thousand with the American Arbitration Association. AppTech has brought a counterclaim of legal malpractice for $800 thousand. Arbitration is confidential and ongoing; resolution is expected before or by April 2026. Invoices for fees and costs to date are reflected in accounts payable. Infinios Financial Services Litigation On October 1, 2020, the Company entered into a strategic partnership with NEC PAYMENTS B.S.C., which subsequently became Infinios Financial Services B.S.C. (Infinios); on May 4, 2023, the Company notified Infinios of its intent to terminate the relationship and commenced good-faith negotiations, and in October 2023, the parties entered arbitration. As of December 31, 2024, the parties settled the lawsuit under a confidential Settlement Confirmation letter whereby the terms of the Settlement Agreement and Mutual Release were fulfilled. Under the settlement, no payments were exchanged between the parties, and both the anti-dilution liability and the payable owed to Infinios of $72 thousand and $249 thousand, respectively, were fully extinguished. The matter is closed. Litigation with Former Employees On May 3, 2024, the Company was sued by three former employees over severance payments. In March 2025, the Company settled its lawsuit for $172 thousand. As of December 31, 2025, all monies owed have been paid. **Item 4. Mine Safety Disclosures** Not applicable. | | 8 | | | **PART II** **Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities** The Company was delisted to the middle tier of the Over-The-Counter Venture Market (OTCQB) on May 20, 2025. AppTech trades under the symbol APCX and its warrants trade under the symbol APCXW. **Stockholder Data** As of December 31, 2025, 40,488,934 shares of our common stock were outstanding and held of record by more than 4,000 stockholders, and 14 shares of preferred stock held by 11 shareholders were outstanding. **Dividends** We have not declared or paid any cash dividends on our common stock since our inception. **Equity Compensation Plan** For information regarding securities authorized under the equity compensation plan, see Item 12. **Recent Sales of Unregistered Securities** In 2025, we did not sell any shares of stock that were not registered under the Securities Act of 1933, as amended, other than those sales previously reported in a Current Report on Form 8-K. **Recent Purchases of Equity Securities** **** We made no repurchases of our equity securities during the fourth quarter of the fiscal year ended December31, 2025. **Item 6. RESERVED** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations** The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and related notes included elsewhere in this report. Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of our company and the products and services we expect to offer and other statements contained herein regarding matters that are not historical facts, are forward-looking statements. Our Managements Discussion and Analysis contains not only statements that are historical facts, but also forward-looking statements which involve risks, uncertainties, and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, our actual results may differ materially from the results discussed in the forward-looking statements. **Business Overview** 2025 was a defining year for AppTech Payments Corp. (AppTech). The Company entered the year with inherited structural, operational, and technological challenges that limited its ability to scale and compete effectively in the rapidly evolving financial services landscape. The legacy FinZeo acquisition, while strategically intended to position the Company in digital payments, required significant remediation. The inherited platform architecture was fragmented, the marketplace model was not commercially viable, and the product required substantial modernization to meet industry expectations. These issues constrained growth and created operational inefficiencies that needed to be addressed before the Company could pursue new opportunities. | | 9 | | | Recognizing these challenges, the new management team undertook a comprehensive transformation of the Company. This included stabilizing operations, preserving existing revenue streams, restructuring internal processes, modernizing the technology stack, and repositioning the Company toward scalable, high-value financial technology infrastructure. The objective was not incremental improvement, but a fundamental repositioning of AppTech into a modern fintech infrastructure provider capable of supporting digital banking, embedded finance, and omnichannel payments at scale. By year-end, AppTech had rebuilt its foundation, aligned its teams, and established a clear strategic direction for long-term growth. This transformation occurred during a period of rapid change in the financial services industry. Businesses, financial institutions, and technology platforms increasingly require modern, flexible, and compliant financial technology capable of supporting digital-first interactions, automated onboarding, and embedded financial services. The market is shifting toward unified platforms that reduce integration complexity, support multi-channel payment experiences, and deliver scalable financial services without requiring costly or disruptive changes to existing banking systems. Smaller and mid-sized banks, in particular, face mounting pressure to modernize their digital offerings but often lack the internal resources or infrastructure to do so effectively. These institutions represent a significant and underserved segment of the market. To address these needs, AppTech deployed the AppTech Banking Platform, a modern financial services layer licensed and implemented in 2025. While architecturally similar to Banking-as-a-Service systems, AppTech positions this platform as a core Company technology rather than a traditional BaaS product. The platform enables digital banking capabilities, account-based processing, onboarding, compliance, and financial workflows through a unified, cloud-native architecture. It is designed as a multi-tenant, multi-bank system, allowing AppTech to support multiple financial institutions simultaneously and expand its banking partnerships over time. Importantly, the platform integrates alongside a banks existing core system rather than replacing it, enabling AppTech to deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes. The Companys first partner bank is now fully online and accepting clients through the AppTech Banking Platform. This relationship provides AppTech with a compliant and scalable foundation for delivering digital banking capabilities, account creation, payment services, and financial workflows. The close operational alignment between AppTech and its partner bank enhances the Companys ability to deliver efficient onboarding, consistent compliance processes, and a streamlined path for clients to activate financial products, while maintaining the banks regulatory oversight and decision-making authority. Building on this strengthened foundation, AppTech completed the acquisition of IP in late 2025. IP brings a profitable business, a growing customer portfolio, and a robust cross-border payments and onboarding platform that integrates directly into the AppTech Banking Platform. Its technology expands AppTechs capabilities in global payment acceptance, international payouts, multi-currency transactions, automated recipient onboarding, and compliance workflows. IP also contributes a sophisticated partner portal that provides detailed reporting, business metrics, and operational insights. This portal not only supports IPs existing clients but also enhances AppTechs broader sales channel by equipping partners with tools to identify opportunities, monitor client performance, and unlock client potential. While the Companys long-term strategy is centered on digital banking and embedded financial services, AppTech continues to operate and generate revenue from its FinZeo Payments-as-a-Service (PaaS) business. FinZeo remains an active and revenue-producing component of the Companys operations, contributing approximately 1015% of total revenue in 2025. Although the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the underlying PaaS capabilities continue to serve merchants, ISOs, and technology partners. The Company stabilized this business, preserved its revenue, and repositioned it as a strategic channel for identifying future opportunities aligned with the Companys broader financial technology strategy. As a result of these efforts, AppTech emerges from 2025 as a fundamentally different companyone with a modern technology foundation, a scalable business model, a strengthened leadership team, and a clear strategic direction. The Company is now positioned to participate meaningfully in the next generation of digital financial services, with a platform capable of supporting financial institutions, technology companies, and SMEs with scalable, customizable financial solutions that reduce integration complexity and accelerate time-to-market. | | 10 | | | **Financial Operations Overview** The following discussion sets forth certain components of our statements of operations as well as factors that impact those items (in thousands, except per share data). **Revenues** *Our Revenues.* We derive our revenue by providing financial services to businesses. **Set up Fees** **** The Company provides one-time customer setup services that include gathering and validating required compliance documentation for its banking partners and performing the technical integration necessary to establish an operational merchant profile on the Companys platform. As part of the setup, customers receive stand-alone value by receiving a named bank account with our banking partner that they can use independent of us. Setup services are satisfied at a point in time when the customer or subaccount is fully configured and enabled to transact on the platform. Revenue is recognized upon completion of setup, which generally coincides with month-end billing. **Monthly Platform and Transaction-Based Fees** Monthly recurring platform access fees and transaction-based fees represent consideration for continuous platform access and payment processing services and are recognized monthly as the services are performed. Transaction-based fees, which represent variable consideration, are recognized in the period in which the underlying transactions occur. Subaccount setup fees are recognized when the subaccount is established and made available for use. Customers are invoiced in arrears at month-end, and amounts billed but not yet collected are recorded as accounts receivable. **Merchant Processing Services** The Company provides merchant processing solutions for credit card and ACH transactions. We act as an intermediary between merchants, who initiate transactions and banks that process them. We collect either a flat fee, a fee for each transaction, and or a fee calculated as a percentage of its value, from both credit cards and ACHs. Revenue is recognized when transactions are processed by banks or at month-end based on the processing activity. Payments to channel partners are deducted from revenue. **** **Accrued Residuals** The Company pays commissions to independent agents who refer merchant accounts. The amounts payable to these independent agents is based upon a percentage of the amounts processed by these merchant accounts. **Expenses** *Cost of Revenue.* Includes costs directly attributable to processing and other services the Company provides. These also include related costs such as residual payments to our business development partners, which are based on a percentage of the net revenue generated from client referrals. *General and administrative.* Include salaries, professional services, software costs, regulatory expenses, stock-based compensation, rent and utilities, and other operating costs. | | 11 | | | *Research and development.* Includes the internal and outsourced services costs incurred to maintain and further develop the FinZeo and IP platforms, and the development of additional technology needed to pursue new product offerings. *Other income (expenses).* Consists of interest on outstanding indebtedness and the gain/loss on debt extinguishment. **Results of Operations** This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the years ended December31, 2025 and 2024, respectively. We have derived this data from our annual consolidated financial statements included elsewhere in this report. The following table presents our historical results of operations for the periods indicated: | | | Years ended December 31 | | Change | | | ($ in thousands) | | 2025 | | 2024 | | Amount | | % | | | | | | | | | | | | | | Revenue | | $ | 1,395 | | | $ | 276 | | | $ | 1,119 | | | | 405.4% | | | | Cost of revenue | | | 624 | | | | 52 | | | | 572 | | | | 1,100.0% | | | | Gross profit | | | 771 | | | | 224 | | | | 547 | | | | 244.2% | | | | | | | | | | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | | | | | | | | | General and administrative | | | 6,003 | | | | 7,794 | | | | (1,791 | ) | | | (23.0% | ) | | | Research and development | | | 2,347 | | | | 1,977 | | | | 370 | | | | 18.7% | | | | Total operating expenses | | | 8,350 | | | | 9,771 | | | | (1,421 | ) | | | (14.5% | ) | | | | | | | | | | | | | | | | | | | | | | Loss from operations | | | (7,579 | ) | | | (9,547 | ) | | | 1,968 | | | | (20.6% | ) | | | | | | | | | | | | | | | | | | | | | | Other income (expenses) | | | | | | | | | | | | | | | | | | | Interest expense, net | | | (121 | ) | | | (67 | ) | | | (54 | ) | | | 80.6% | | | | Gain on debt extinguishment | | | 13 | | | | 1,245 | | | | (1,232 | ) | | | (99.0% | ) | | | Loss on change in fair value of contingent consideration | | | (174 | ) | | | | | | | (174 | ) | | | | | | | Debt discount amortization | | | (104 | ) | | | (579 | ) | | | 475 | | | | (82.0% | ) | | | Other income (expense) | | | 45 | | | | 15 | | | | 30 | | | | 200.0 | | | | Total other income (expenses) | | | (341 | ) | | | 614 | | | | (955 | ) | | | (155.5% | ) | | | | | | | | | | | | | | | | | | | | | | Loss before income taxes | | | (7,920 | ) | | | (8,933 | ) | | | 1,013 | | | | (11.3% | ) | | | | | | | | | | | | | | | | | | | | | | Provision for income taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | $ | (7,920 | ) | | $ | (8,933 | ) | | $ | 1,013 | | | | (11.3% | ) | | **Revenue** Revenue was approximately $1,395 thousand for the year ended December31, 2025, compared to $276 thousand for the year ended December31, 2024, representing an increase of $1,119 thousand or 405.4%. The increase was principally driven by the launch of our lending revenue vertical and the revenue generated from the IP platform. | | 12 | | | **Cost of Revenue** Cost of revenue was approximately $624 thousand for the year ended December31, 2025, compared to $52 thousand for the year ended December31, 2024, representing an increase of $572 thousand. The increase was principally driven by bank fees charged by our banking partner for our lending revenue vertical and an increase to referral partner payouts related to the IP acquisition. **General and Administrative Expenses** General and administrative expenses decreased 23.0% to approximately $6,003 thousand for the year ended December 31, 2025, from $7,794 thousand in 2024. The reduction was mainly due to lower salaries following the Companys restructuring plan, lower professional fees, and less stock-based compensation. **** **Research and Development Expenses** Research and development expenses were approximately $2,347 thousand for the year ended December31, 2025, compared to $1,977 thousand for the year ended December 31, 2024, representing an increase of 18.7%. The increase was solely driven by the Companys decision to expand the development team to launch its lending vertical and the additional costs related to managing IPs platform. **Other Income (Expenses)** Interest Expense Interest expense was approximately $121 thousand and $67 thousand for the years ended December31, 2025 and December31, 2024, respectively, representing an increase of $54 thousand. The increase was due to the interest expense related to the convertible notes and liability assumption from our banking partner. Gain on debt extinguishment The gain on debt extinguishment was approximately $13 thousand for the year ended December31, 2025 compared to $1,245 thousand for the year ended December31, 2024. The decrease was due to the Company extinguishing less of its past debt. Loss on change in fair value of contingent consideration The loss was approximately $174 thousand for the year ended December31, 2025 compared to $0 for the year ended December31, 2024. The change was due to the Company adjusting the earnout owed to the Sellers of IP. Debt discount amortization The debt discount amortization was approximately $104 thousand for the year ended December31, 2025, compared to $579 thousand for the year ended December31, 2024. The change was due to the amount of convertible debt incurred in FY 2025 versus the prior year. Other income (expenses) Other expense was approximately $45 thousand for the year ended December31, 2025, compared to other income of approximately $15 thousand for the year ended December 31, 2024, representing an increase of $30 thousand. The increase was primarily driven by interest income earned on the note receivable related to our banking parter relationship. | | 13 | | | **Liquidity and Capital Resources** The Company routinely evaluates its immediate working capital needs and liquidity sources. For the years ended December 31, 2025 and 2024, the Company maintained its liquidity sources primarily through cash and cash equivalents, convertible notes, and proceeds received from equity and equity-linked instruments to pay for services and compensation. Cash and cash equivalents at December 31, 2025 and 2024 were $244 thousand and $868 thousand, respectively. See Note 9 Stockholders Equity. *Management's Plan to Address Going Concern Considerations* ** The Company has experienced recurring operating losses, primarily due to limited revenues and net cash used in operations. The Company's current financial conditions and recurring losses raise substantial doubt about its ability to continue as a going concern. Management is actively pursuing additional funding options and is confident that its revenue streams will begin generating revenue in the following twelve months from the issuance date of these financial statements. Management intends to maintain adequate working capital and adhere to prudent financial forecasting. In December 2025, Management began implementing comprehensive expense reduction strategies across the Companys operations to enhance financial stability. **Cash Flows** The following table presents a summary of cash flows from operating, investing and financing activities ($ in thousands): | | | | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Net cash used in operating activities | | $ | (4,889 | ) | | $ | (7,457 | ) | | | Net cash used in investing activities | | $ | (1,884 | ) | | $ | (1,159 | ) | | | Net cash provided by financing activities | | $ | 6,149 | | | $ | 8,203 | | | **Cash Flow from Operating Activities** Net cash used in operating activities during the year ended December31, 2025 was approximately $4,889 thousand, which is comprised of (i) our net loss of $7,920 thousand, adjusted for non-cash expenses totaling $2,716 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities of approximately $315 thousand. Net cash used in operating activities during the year ended December31, 2024 was approximately $7,457 thousand, which is comprised of (i) our net loss of $8,933 thousand, adjusted for non-cash expenses totaling $2,175 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities of approximately $699 thousand. **Cash Flow from Investing Activities** Net cash used by investing activities during the year ended December 31, 2025 was approximately $1,884 thousand. This expenditure was primarily attributable to the acquisition of IP. | | 14 | | | Net cash used by investing activities during the year ended December 31, 2024 was approximately $1,159 thousand. This expenditure was primarily attributable to capitalized software costs. **Cash Flow from Financing Activities** **** Net cash provided by financing activities during the year ended December31, 2025 was approximately $6,149 thousand, driven by net proceeds received of $3,550 thousand through the issuance of common shares and warrants, and $2,599 thousand proceeds received from notes payables, net of repayments. Net cash provided by financing activities during the year ended December 31, 2024 was approximately $8,203 thousand, driven by net proceeds received of $6,288 thousand through the issuance of common shares and warrants in our public offerings, $1,010 thousand proceeds received from exercise of warrants, and $910 thousand net proceeds received from convertible notes payable. **Critical Accounting Policies and Estimates** Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Significant estimates include those related to the valuation of intangible assets acquired as part of the business combination and related contingent consideration. These estimates are based on historical experience and assumptions believed to be reasonable under current conditions. It's important to note that actual results could differ from these estimates. Critical accounting policies are those that we consider the most critical to understanding our financial condition and results of operations. The accounting policies we believe to be most critical to understanding our financial condition and results of operations are discussed below. As of December31, 2025, there have been no significant changes to our critical accounting estimates nor to our recently issued accounting pronouncements, except as described in Note 2 to our consolidated financial statements. **Business Combination** Recognition and Measurement: Companies must recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at their fair value on the acquisition date. Goodwill: Arises when the consideration transferred in a business combination exceeds the fair value of the net identifiable assets acquired. It represents future economic benefits arising from assets that are not individually identified and separately recognized. Intangible Assets: Identifiable intangible assets, distinguishable either by separability from the acquired entity or through contractual or other legal rights, are valued and reported independently from goodwill. These assets include, but are not limited to, trademarks, customer relationships, proprietary technology, and patents. The fair value of these intangible assets is determined at the time of acquisition and is subject to subsequent impairment tests. The fair value of identifiable intangible assets is estimated using income, market, or cost approach methods. The income approach, often applied through the discounted cash flow (DCF) method, involves projecting future cash flows attributable to the asset and discounting them to present value using a discount rate that reflects the risk associated with those cash flows. The estimation of fair value is inherently uncertain due to the assumptions and judgments involved in projecting future cash flows, determining appropriate discount rates, and estimating the useful life of each asset. Over the reporting period, changes in market conditions, technological advancements, or strategic shifts in the business may necessitate revisions to the assumptions used in the valuation of identifiable intangible assets. Management closely monitors these factors and will adjust the valuation of intangible assets as appropriate, reflecting the impact of any such changes in our financial statements. | | 15 | | | Contingent Consideration: Any contingent consideration, such as earn-outs, is measured at fair value at the acquisition date and can be adjusted in subsequent periods if the fair value changes. **Smaller Reporting Company** As a smaller reporting company, as defined in Item(f)(1) of Regulation S-K, we may choose to prepare our disclosures relying on scaled disclosure requirements for smaller reporting companies in Regulation S-K and in Article 8 of Regulation S-X. The scaled disclosure requirements for smaller reporting companies permit us (i) to include less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation and (ii) to provide audited consolidated financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited consolidated financial statements for three years. We may lose our status as a smaller reporting company on the last day of the fiscal year in which (i) our public float exceeds $250 million or (ii) if we have more than $100 million in annual revenues and (a) have no public float or (b) have a public float or more than $700 million. **Recent Accounting Pronouncements** As of December31, 2025, there was no significant changes to our recently issued accounting pronouncements, except as described in Note 2 to our consolidated financial statements. **Off-Balance Sheet Arrangements** We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established to facilitate off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our own performance. **Equity-based Compensation** The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at the fair market value on the grant date and recognize the expense over the employees requisite service period. The Company recognizes in the statement of operations the grant-date fair market value of stock options and other equity-based compensation issued to employees and non-employees. During the years ended December31, 2025, and 2024, 10,000 shares and 260,000 shares of common stock were issued to consultants and employees in connection with business development, professional, and employment services with a value of $5 thousand and $267 thousand, respectively. **Related Parties** See Item 13 for a full discussion of related parties. **Item 7A. Quantitative and Qualitative Disclosures About Market Risk** Because we are allowed to comply with the disclosure obligations applicable to a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, with respect to this Annual Report on Form 10-K, we are not required to provide the information required by this Item. | | 16 | | | **Item 8. Financial Statements and Supplementary Data** The consolidated financial statements and related financial statement schedules required to be filed are indexed on page 24 and are incorporated herein. **Item 9. Changes in and Disagreements with Accounts on Accounting and Financial Disclosure** None. **Item 9A. Controls and Procedures** **** **Evaluation of Disclosure Controls and Procedures** **** Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December31, 2025 due to the material weaknesses in our internal control over financial reporting as described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Our management is also responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2025, the effectiveness of our internal control over financial reporting using the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. The management has identified a material weakness in our internal control over financial reporting, primarily due to insufficient formal financial reporting policies and procedures resulting in material post-close adjustments. Policies and procedures should be implemented to ensure that any significant events requiring disclosure are identified, accounted for, disclosed and reviewed by the management. **Changes in Internal Control over Financial Reporting** There have been no material changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of 2025 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. **Limitations on the Effectiveness of Controls** Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected. | | 17 | | | **Item 9B. Other Information** For the quarter ended December 31, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K. During the quarter ended December31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** Not applicable. | | 18 | | | **PART III** **Item 10. Directors, Executive Officers and Corporate Governance** The information required by this item regarding our executive officers will be presented under the caption Executive Officers in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December31, 2025 (the 2026 Proxy Statement) and is incorporated herein by reference. The information required by this item regarding our compliance with Section 16 of the Exchange Act of 1934, as amended, will be presented under the caption Security Ownership of Certain Beneficial Owners and Management - Delinquent Section 16(a) Reports in our 2026 Proxy Statement and is incorporated herein by reference. The information required by this item regarding our audit committee will be presented under the caption Corporate Governance - Board Committee - Audit Committee in our 2026 Proxy Statement and is incorporated herein by reference. We have adopted a written code of business ethics and conduct, known as the Code of Business Conduct, which applies to all our directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer. The full text is available on our website. The information required by this item regarding our code of ethics will be presented under the caption Corporate Governance - Code of Business Conduct in our 2026 Proxy Statement and is incorporated herein by reference. There is no material change. The information required by this item regarding our insider trading policy will be presented under the caption Insider Trading Policy in our 2026 Proxy Statement and is incorporated herein by reference. **Item 11. Executive Compensation** The information required by this item regarding executive compensation will be presented under the caption Executive Compensation in our 2026 Proxy Statement and is incorporated herein by reference. The information required by this item regarding director compensation will be presented under the caption Corporate Governance - Director Compensation in our 2026 Proxy Statement and is incorporated herein by reference. The information required by this item regarding our compensation committee will be presented under the caption Corporate Governance - Compensation Committee Interlocks and Insider Participation in our 2026 Proxy Statement and is incorporated herein by reference. **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters** The information required by this item regarding security ownership and certain beneficial owners and management will be presented under the caption Security Ownership of Certain Beneficial Owners and Management in our 2026 Proxy Statement and is incorporated herein by reference. **** | | 19 | | | **Equity Compensation Plan** The following table provides information, as of December 31, 2025, with respect to shares of our common stock that may be issued, subject to certain vesting requirements, under existing or future awards under our 2025 Equity Incentive Plan (2025 Plan). The 2025 Plan was approved by our Board of Directors and ratified by our shareholders at our 2025 Annual Shareholder Meeting. | | | A | | | B | | | C | | | | Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | | | | | | | | | | | | | | | | Equity compensation plans approved by security holders | | | 811,312 | | | $ | 1.47 | 7 | | | 2,788,009 | | | | Equity compensation plans not approved by security holders | | | | | | | | | | | | | | | Total | | | 811,312 | | | $ | 1.47 | | | | 2,788,009 | | | **Item 13. Certain Relationships and Related Transactions, and Director Independence** The information required by this item regarding certain relationships and related persons transactions will be presented under the caption Certain Relationships and Related Persons Transactions in our 2026 Proxy Statement and is incorporated herein by reference. The information required by this item regarding director independence will be presented under the caption Corporate Governance - Independent Directors in our 2026 Proxy Statement and is incorporated herein by reference. **Item 14. Principal Accountant Fees and Services** The information required by this item regarding aggregate fees billed to us by our independent registered public accounting firms fees will be presented in our 2026 Proxy Statement and is incorporated herein by reference. The information required by this item regarding our audit committees pre-approval policies and procedures will be presented in our 2026 Proxy Statement and is incorporated herein by reference. ____________________ 7 The weighted-average exercise price does not take into account restricted stock units, which do not have an exercise price. | | 20 | | | **PART IV** **Item 15. Exhibits and Financial Statements Schedules** (a) The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K: | | 1. | Financial Statements. See Index to Financial Statements under Item 8 of this Annual Report on Form 10-K. | | | | | | | | | 2. | Financial Statement Schedules. All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the financial statements or related notes. | | | | | | | | | 3. | Exhibits. We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately following the financial statements contained in this Annual Report on Form 10-K. | | (b) Exhibits. See Item 15(a)(3) above. (c) Financial Statement Schedules. See Item 15(a)(2) above. **Item 16. Form 10-K Summary** Not applicable. | | 21 | | | **** **APPTECH PAYMENTS CORP. CONSOLIDATED FINANCIAL STATEMENTS** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | | Pages | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID 3501) | 23 | | | | | | | Consolidated Balance Sheets | 25 | | | | | | | Consolidated Statements of Operations | 26 | | | | | | | Consolidated Statements of Stockholders Equity | 27 | | | | | | | Consolidated Statements of Cash Flows | 28 | | | | | | | Notes to the Consolidated Financial Statements | 29 | | | | 22 | | | **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholders of AppTech Payments Corp. **Opinion on the Consolidated Financial Statements** We have audited the accompanying consolidated balance sheets of AppTech Payments Corp. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. **Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and cash used in operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. **Critical Audit Matter** The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter, or on the accounts or disclosures to which they relate. | | 23 | | | *Business Combination* As described in Note 1, the Company completed the acquisition of Infinitus Pay, Inc. for consideration transferred which included cash, equity, and contingent consideration. The acquisition resulted in the recognition of goodwill and identifiable intangible assets. The Company engaged a third-party valuation specialist to assist in valuing the identifiable intangible assets as well as the contingent consideration. *How the Critical Audit Matter was Addressed in the Audit* Auditing the Companys accounting for the acquisition required significant auditor judgment due to the complexity of estimating the fair value of the acquired intangible assets and contingent consideration. These estimates involved significant assumptions and judgements with respect to forecasted revenue growth rates, profit margins, royalty rates, and discount rates. Our audit procedures related to the Companys valuation of identifiable intangible assets and the contingent consideration for the businesses combination included the following, among others: We gained an understanding of the methods used by management to account for the business combination, including the use of a third-party valuation specialist. We evaluated the purchase price allocation performed by the third-party valuation specialist engaged by management. Our procedures included evaluating the professional qualifications and objectivity of the specialist, assessing the appropriateness of the valuation methodologies used, and testing the completeness and accuracy of the underlying data provided to the specialist. We evaluated the reasonableness of key assumptions, including forecasted revenue growth rates, profit margins, royalty rates, and discount rates by comparing them to relevant industry benchmarks, market data, and the Company's historical performance. Additionally, we assessed the consistency of these assumptions with the Company's strategic plans and other information obtained during our audit as well as for indications of management bias. | /s/ dbbmckennon | | | | | | We have served as the Companys auditor since 2014 | | | San Diego, California | | | March 31, 2026 | | | | 24 | | | **** **APPTECH PAYMENTS CORP.** **CONSOLIDATED BALANCE SHEETS** ($ in thousands, except per share data) | | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | ASSETS | | | | | | | | | | | Current assets | | | | | | | | | | | Cash and cash equivalents | | $ | 244 | | | $ | 868 | | | | Accounts receivable | | | 350 | | | | 43 | | | | Prepaid expenses | | | 25 | | | | 159 | | | | Interest receivable | | | 46 | | | | | | | | Other current assets | | | 250 | | | | 1,350 | | | | Total current assets | | | 915 | | | | 2,420 | | | | Right of use asset | | | 18 | | | | 86 | | | | Security deposit | | | 32 | | | | 86 | | | | Intangible assets, net of accumulated amortization | | | 4,151 | | | | 3,410 | | | | Goodwill | | | 2,956 | | | | 1,161 | | | | Capitalized software development, net of accumulated amortization | | | 1,321 | | | | 1,823 | | | | TOTAL ASSETS | | $ | 9,393 | | | $ | 8,986 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | Current liabilities | | | | | | | | | | | Accounts payable | | $ | 2,566 | | | $ | 1,853 | | | | Accrued liabilities | | | 1,321 | | | | 1,519 | | | | Notes payable | | | 250 | | | | | | | | Notes payable related party | | | 1,000 | | | | | | | | Convertible notes payable, net of discount of $66 | | | 717 | | | | | | | | Deferred revenue | | | 5 | | | | | | | | Contingent consideration | | | 564 | | | | | | | | Right of use liability | | | 18 | | | | 68 | | | | Total current liabilities | | | 6,441 | | | | 3,440 | | | | Long-term liabilities | | | | | | | | | | | Right of use liability, net of current portion | | | | | | | 18 | | | | Notes payable related party, net of current portion | | | 1,000 | | | | | | | | Notes payable, net of current portion | | | 59 | | | | 61 | | | | Total long-term liabilities | | | 1,059 | | | | 79 | | | | TOTAL LIABILITIES | | | 7,500 | | | | 3,519 | | | | | | | | | | | | | | | Commitments and contingencies (Note 8) | | | | | | | | | | | | | | | | | | | | | | Stockholders equity | | | | | | | | | | | Series A preferred stock; $0.001 par value; 100,000 shares authorized; 14 shares issued and outstanding at December 31, 2025 and 2024 | | | | | | | | | | | Common stock, $0.001 par value; 105,263,158 shares authorized; 40,488,934 and 33,278,934 issued and outstanding at December31, 2025 and 2024, respectively | | | 40 | | | | 33 | | | | Additional paid-in capital | | | 178,470 | | | | 174,131 | | | | Accumulated deficit | | | (176,617 | ) | | | (168,697 | ) | | | Total stockholders equity | | | 1,893 | | | | 5,467 | | | | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 9,393 | | | $ | 8,986 | | | See accompanying notes to the consolidated financial statements | | 25 | | | **** **APPTECH PAYMENTS CORP.** **CONSOLIDATED STATEMENTS OF OPERATIONS** ($ in thousands, except per share data) | | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Revenues | | $ | 1,395 | | | $ | 276 | | | | Cost of revenues | | | 624 | | | | 52 | | | | Gross profit | | | 771 | | | | 224 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative, including stock-based compensation of $981 thousand and $1,254 thousand, for the years ended December 31, 2025 and 2024, respectively | | | 6,003 | | | | 7,794 | | | | Research and development, including stock-based compensation of $0 thousand and $138 thousand, for the years ended December 31, 2025 and 2024, respectively | | | 2,347 | | | | 1,977 | | | | Total operating expenses | | | 8,350 | | | | 9,771 | | | | | | | | | | | | | | | Loss from operations | | | (7,579 | ) | | | (9,547 | ) | | | | | | | | | | | | | | Other income (expenses) | | | | | | | | | | | Interest expense | | | (121 | ) | | | (67 | ) | | | Gain on debt extinguishment | | | 13 | | | | 1,245 | | | | Loss on change in fair value of contingent consideration | | | (174 | ) | | | | | | | Debt discount amortization | | | (104 | ) | | | (579 | ) | | | Other income | | | 45 | | | | 15 | | | | Total other expenses | | | (341 | ) | | | 614 | | | | | | | | | | | | | | | Loss before provision for income taxes | | | (7,920 | ) | | | (8,933 | ) | | | | | | | | | | | | | | Provision for income taxes | | | | | | | | | | | | | | | | | | | | | | Net loss | | | (7,920 | ) | | | (8,933 | ) | | | Deemed dividend related to warrant resets | | | | | | | (15 | ) | | | Net loss attributable to common stockholders | | $ | (7,920 | ) | | $ | (8,948 | ) | | | | | | | | | | | | | | Basic and diluted net loss per common share | | $ | (0.23 | ) | | $ | (0.35 | ) | | | Weighted-average number of shares used basic and diluted per share amounts | | | 34,872,578 | | | | 25,305,837 | | | See accompanying notes to the consolidated financial statements. | | 26 | | | **** **APPTECH PAYMENTS CORP.** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY** ($ in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | Series A Preferred | | | Common Stock | | | Additional Paid-in | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2023 | | | 14 | | | $ | | | | | 22,251,742 | | | $ | 22 | | | $ | 163,921 | | | $ | (159,749 | ) | | $ | 4,194 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | (8,933 | ) | | | (8,933 | ) | | | Stock-based compensation | | | | | | | | | | | 260,000 | | | | | | | | 1,392 | | | | | | | | 1,392 | | | | Net proceeds from sale of common stock | | | | | | | | | | | 6,473,180 | | | | 7 | | | | 6,281 | | | | | | | | 6,288 | | | | Offering costs | | | | | | | | | | | | | | | | | | | (68 | ) | | | | | | | (68 | ) | | | Repricing of warrants | | | | | | | | | | | | | | | | | | | 15 | | | | (15 | ) | | | | | | | Shares issued for debt conversion | | | | | | | | | | | 1,975,606 | | | | 2 | | | | 1,124 | | | | | | | | 1,126 | | | | Warrants issued | | | | | | | | | | | | | | | | | | | 334 | | | | | | | | 334 | | | | Warrants exercised, net | | | | | | | | | | | 1,666,667 | | | | 2 | | | | 1,008 | | | | | | | | 1,010 | | | | Warrants exercised cashless | | | | | | | | | | | 521,739 | | | | | | | | | | | | | | | | | | | | Shares issued with notes payable | | | | | | | | | | | 130,000 | | | | | | | | 124 | | | | | | | | 124 | | | | Balance December31, 2024 | | | 14 | | | $ | | | | | 33,278,934 | | | $ | 33 | | | $ | 174,131 | | | $ | (168,697 | ) | | $ | 5,467 | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | (7,920 | ) | | | (7,920 | ) | | | Stock-based compensation | | | | | | | | | | | 10,000 | | | | | | | | 981 | | | | | | | | 981 | | | | Net proceeds from sale of common stock | | | | | | | | | | | 2,200,000 | | | | 2 | | | | 2,198 | | | | | | | | 2,200 | | | | Warrants issued for acquisition | | | | | | | | | | | | | | | | | | | 365 | | | | | | | | 365 | | | | Common stock issued for Infinitus Pay, Inc acquisition | | | | | | | | | | | 5,000,000 | | | | 5 | | | | 795 | | | | | | | | 800 | | | | Balance December31, 2025 | | | 14 | | | $ | | | | | 40,488,934 | | | $ | 40 | | | $ | 178,470 | | | $ | (176,617 | ) | | $ | 1,893 | | | See accompanying notes to the consolidated financial statements. | | 27 | | | **** **APPTECH PAYMENTS CORP.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** ($ in thousands, except per share data) | | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net loss | | $ | (7,920 | ) | | $ | (8,933 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Stock-based compensation | | | 981 | | | | 1,392 | | | | Gain on debt extinguishment | | | (13 | ) | | | (1,245 | ) | | | Loss on change in fair value of contingent consideration | | | 174 | | | | | | | | Amortization of debt discount | | | 104 | | | | 579 | | | | Amortization of intangible assets and software | | | 1,470 | | | | 1,423 | | | | Write-off of note receivable | | | | | | | 26 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | (308 | ) | | | (12 | ) | | | Prepaid expenses | | | 134 | | | | 46 | | | | Other current assets | | | (46 | ) | | | (1,350 | ) | | | Accounts payable | | | 726 | | | | 1,150 | | | | Accrued liabilities | | | (196 | ) | | | (413 | ) | | | Deferred revenue | | | 5 | | | | (94 | ) | | | Right of use asset and liability, net | | | | | | | (26 | ) | | | Net cash used in operating activities | | | (4,889 | ) | | | (7,457 | ) | | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | Capitalized software development | | | | | | | (1,081 | ) | | | Other assets | | | 55 | | | | (78 | ) | | | Cash paid for Infinitus Pay, Inc. acquisition | | | (2,000 | ) | | | | | | | Cash acquired, acquisition of Infinitus Pay, Inc. | | | 61 | | | | | | | | Net cash used in investing activities | | | (1,884 | ) | | | (1,159 | ) | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | Proceeds from sale of common stock | | | 2,200 | | | | 6,288 | | | | Proceeds from notes payable - related party | | | 2,000 | | | | | | | | Proceeds from notes payable | | | | | | | 200 | | | | Repayments of note payable | | | (250 | ) | | | (205 | ) | | | Proceeds from convertible note payable | | | 849 | | | | 910 | | | | Proceeds from equity receivable | | | 1,350 | | | | | | | | Proceeds received from exercise of stock options and warrants | | | | | | | 1,010 | | | | Net cash provided by financing activities | | | 6,149 | | | | 8,203 | | | | Changes in cash and cash equivalents | | | (624 | ) | | | (413 | ) | | | Cash and cash equivalents, beginning of year | | | 868 | | | | 1,281 | | | | Cash and cash equivalents, end of year | | $ | 244 | | | $ | 868 | | | | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | | | | | | Cash paid for interest | | $ | 66 | | | $ | 67 | | | | Cash paid for income taxes | | $ | | | | $ | | | | | NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | | | | Goodwill from acquisition | | $ | 1,795 | | | $ | | | | | Intangible assets from acquisition | | $ | 1,709 | | | $ | | | | | Non-cash discount on issuance | | $ | 170 | | | $ | | | | | Assumption of notes payable, through the issuance of note receivable | | $ | 250 | | | $ | | | | | ROU assets and lease liabilities recognized from the new lease | | $ | | | | $ | 86 | | | | Shares issued for debt conversion | | $ | | | | $ | 1,126 | | | | Shares issued for prepaid services | | $ | | | | $ | 68 | | | | Shares issued with notes payable | | $ | | | | $ | 124 | | | | Warrants issued with convertible notes payable | | $ | | | | $ | 334 | | | See accompanying notes to the consolidated financial statements. | | 28 | | | **** **APPTECH PAYMENTS CORP.** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** ($ in thousands, except per share data) **** **NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS** AppTech Payments Corp. (AppTech or the Company), a Delaware corporation, is a Fintech Company headquartered in Carlsbad, California. AppTech utilizes innovative payment processing and digital banking technologies to complement its core merchant services capabilities. The Companys proprietary software will provide progressive and adaptable products that are available through a suite of synergistic offerings directly to merchants, banking institutions, and business enterprises. AppTech has a highly secure digital payments platform that we acquired and are further developing digital banking products to power commerce experiences for clients and their customers. Based upon industry standards for payment and banking protocols, we will offer standalone products and fully integrated solutions that deliver innovative, unparalleled payments, banking, and financial services experiences. Our processing technologies can be taken off-the-shelf or tapped into via our RESTful APIs to build fully branded and customizable experiences while supporting tokenized, multi-channel, and multi-method transactions. The Company was delisted to the middle tier of the Over-The-Counter Venture Market (OTCQB) on May 20, 2025. AppTech trades under the symbol APCX and its warrants trade under the symbol APCXW. In June 2023, the Company entered into licensing agreements with InstaCash and PayToMe.co. The licensing arrangement with InstaCash was terminated in December 2024. *Purchase of Infinitus Pay, Inc.* On October 31, 2025 (the Acquisition Date), the Company acquired 100% of the outstanding equity interests of Infinitus Pay Inc., a provider of payment platform solutions, pursuant to a Stock Purchase and Share Exchange Agreement dated October 30, 2025. The acquisition was accounted for as a business combination in accordance with ASC 805, *Business Combinations*. The acquisition enhances the Companys Banking-as-a-Service (BaaS) and digital commerce offerings by integrating IPs technology platform and customer relationships. The fair value of consideration transferred as of the Acquisition Date was as follows: | Schedule of fair value of consideration transferred | | | | | | | Consideration Transferred | | Fair Value ($) | | | | Cash paid at closing | | | 2,000 | | | | Common stock issued (5,000,000 shares at $0.16 per share) | | | 800 | | | | Warrants issued | | | 365 | | | | Contingent consideration | | | 390 | | | | Total consideration transferred | | | 3,555 | | | The fair value of the common stock was determined using the Companys closing market price on the Acquisition Date. The warrants were classified as equity and recorded within additional paid-in capital at their estimated fair value on the Acquisition Date. Fair value was determined using an option-pricing model incorporating assumptions for expected volatility, expected term, and risk-free interest rate. Because the warrants are equity-classified, they are not subject to subsequent remeasurement. The contingent consideration represents a revenue-based earnout of up to $1,000 thousand payable in cash upon achievement of specified post-acquisition performance targets. The earnout was measured at fair value using a Monte Carlo simulation approach. The contingent consideration liability will be remeasured at fair value at each reporting date, with changes recognized in earnings. | | 29 | | | **Allocation of Purchase Price** **** The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the Acquisition Date as follows. Net identifiable assets acquired totaled $1,760 thousand. Goodwill of $1,795 thousand was recognized as the excess of total consideration transferred over the fair value of net identifiable assets acquired. Goodwill primarily represents expected synergies from combining operations, the value of the assembled workforce, and anticipated future growth opportunities. Of the total intangible assets acquired of $3,504 thousand, $1,387 thousand related to software development which will be depreciated on a straight-line basis over a 5-year period. The following unaudited pro-forma combined financial information is based on the financial statements of the Company and Infinitus Pay, Inc. There were no material proforma adjustments to record. | Schedule of pro forma combined financial information | | | | | | | | | | | | | | | | | December 31, 2024 | | | | | | | $ in thousands | | AppTech Payments Corp. | | | Infinitus Pay, Inc. | | | Pro-Forma Combined | | | | Revenues | | $ | 276 | | | $ | 12 | | | $ | 288 | | | | Net income (loss) | | $ | (8,933 | ) | | $ | 5 | | | $ | (8,928 | ) | | | | | | | | | | | | | | | | | | | | December 31, 2025 | | | | | | | $ in thousands | | AppTech Payments Corp. | | | Infinitus Pay, Inc. | | | Pro-Forma Combined | | | | Revenues | | $ | 1,395 | | | $ | 268 | | | $ | 1,663 | | | | Net income (loss) | | $ | (7,920 | ) | | $ | 13 | | | $ | (7,907 | ) | | This contingent consideration liability is classified as a Level 3 fair value measurement; it is remeasured at each reporting date with changes in fair value recognized in earnings. The following table presents a rollforward of the liability for the period: | Schedule of contingent consideration liability | | | | | | | $ in thousands | | December 31, 2025 | | | | Beginning balance | | $ | | | | | Contingent consideration at acquisition date | | | 390 | | | | Loss on change in fair value of contingent consideration | | | 174 | | | | Total contingent consideration | | $ | 564 | | | *Liquidity and Going Concern Considerations* The Company has experienced recurring operating losses, primarily due to limited revenues and net cash used in operations. The Company's current financial conditions and recurring losses raise substantial doubt about its ability to continue as a going concern. In late 2024, we reorganized senior leadership and initiated actions to reduce indebtedness to improve the current financial condition. In addition, we are actively pursuing additional funding options and are confident that our revenue streams will begin generating cash, although no assurances can be made. Management continues to maintain adequate working capital and adhere to prudent financial forecasting. | | 30 | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation** The accompanying consolidated audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Certain prior period amounts have been reclassified to conform to the current periods presentation. **Basis of Consolidation** The consolidated audited financial statements include the accounts of AppTech Payments Corp. and its wholly owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. **Use of Estimates** The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company makes critical estimates and assumptions in valuing identifiable intangible assets from the IP acquisition, and its related contingent considerations. Actual results could differ from those estimates. **Concentration of Credit Risk** Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (FDIC) insurance premiums. The Company has never experienced any losses related to these balances. As of December31, 2025, one customer accounted for 16% of the accounts receivable balance compared to three customers accounting for 85% in 2024. For the year ended December31, 2025, two customers accounted for 31% and 15% of our revenues compared to 34%, 22% and 15% for the top three customers for the year ended December31, 2024. The loss of the customers would have a significant impact on the Company's financials **Cash and Cash Equivalents** The Company's cash consists of cash on deposit at its bank. Cash equivalents, if applicable, represents highly liquid investments with maturities of three months or less at the date of purchase. Management determines the appropriate classification. **Accounts Receivable and Allowance for Credit Losses** Accounts receivable are recorded at the invoiced amount and presented net of an allowance for credit losses, when applicable. The Company estimates the allowance for credit losses using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical loss experience is generally the starting point for estimating expected credit losses, which is then adjusted for current conditions and reasonable and supportable forecasts of future economic conditions, as applicable. The Company regularly monitors receivables for collectability and updates its estimate of expected credit losses at each reporting date. Historically, the Company has not experienced significant credit losses on its accounts receivable and, as a result, maintains an allowance for credit losses of $0 as of December 31, 2025 and December 31, 2024, respectively. The Company has not written off any material accounts receivable balances in the periods presented. **Loan Receivables and Interest Income** Loan receivable represents amounts due to the Company under contractual lending arrangements. Loans are recorded at their outstanding principal balance, net of any allowance for expected credit losses, when applicable. The Company evaluates loan receivables for collectability on a regular basis and considers relevant factors such as payment history, financial condition of the borrower, and current economic conditions. | | 31 | | | Interest income is recognized over the term of the loan using the effective interest method, based on the principal amount outstanding. Accrual of interest is discontinued when, in managements opinion, the collectability of principal or interest becomes uncertain. Payments received on nonaccrual loans are applied to principal unless otherwise determined by management. **Convertible Notes** Convertible notes represent debt instruments that may be converted into the Companys equity securities upon the occurrence of certain events or at the option of the holder, in accordance with the terms of the agreement. Convertible notes are recorded at their principal amount, net of any unamortized debt discount and issuance costs. The Company evaluates the terms of each convertible note to determine whether any embedded features, including conversion options, should be accounted for separately or as a component of the note. Debt discounts, including those arising from embedded derivative liabilities or other embedded elements, are amortized to interest expense over the term of the notes using the effective interest method. Upon conversion, the carrying value of the convertible note, including any unamortized discount, is reclassified to equity. **Revenue Recognition** The Company accounts for revenue under Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. **Setup Fees** **** The Company provides one-time customer setup services that include gathering and validating required compliance documentation for its banking partners and performing the technical integration necessary to establish an operational merchant profile on the Companys platform. As part of the setup, customers receive stand-alone value by receiving a named bank account with our banking partner that they can use independent of us. Setup services are satisfied at a point in time when the customer or subaccount is fully configured and enabled to transact on the platform. Revenue is recognized upon completion of setup, which generally coincides with month-end billing. **Monthly Platform and Transaction-Based Fees** Monthly recurring platform access fees and transaction-based fees represent consideration for continuous platform access and payment processing services and are recognized monthly as the services are performed. Transaction-based fees, which represent variable consideration, are recognized in the period in which the underlying transactions occur. Subaccount setup fees are recognized when the subaccount is established and made available for use. Customers are invoiced in arrears at month-end, and amounts billed but not yet collected are recorded as accounts receivable. **Merchant Processing Services** The Company provides merchant processing solutions for credit card and ACH transactions. We act as an intermediary between merchants, who initiate transactions and banks that process them. We collect either a flat fee, a fee for each transaction, and or a fee calculated as a percentage of its value, from both credit cards and ACHs. Revenue is recognized when transactions are processed by banks or at month-end based on the processing activity. Payments to channel partners are deducted from revenue. **** **Accrued Residuals** The Company pays commissions to independent agents who refer merchant accounts. The amounts payable to these independent agents are based upon a percentage of the amounts processed by these merchant accounts. | | 32 | | | **Business Combination** ASC 805, Business Combinations (ASC 805), applies the acquisition method of accounting for business combinations to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. ASC 805 establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Accounting for acquisitions requires the Company to recognize, separately from goodwill, the assets acquired, and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While the Company provided its best estimates and assumptions when accurately valuing assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. **Intangible Assets and Intellectual Property** *Intellectual Property* The Company amortizes intellectual property based on the estimated period over which the economic benefits of the intangible assets are expected to be consumed. Typically, the Company amortizes its intellectual property, including patents and other identifiable intangible assets, on a straight-line basis. The amortization periods generally range from three years to fifteen years, depending on the nature of the asset and its expected useful life. *Capitalized Software Development Cost* The Company capitalizes certain costs related to the development of its digital payment and banking platform, including employee compensation and consulting fees for third-party developers, only when it is probable that the development will result in new or additional functionality. Costs incurred during the preliminary project planning phase and post-implementation phase are expensed as incurred. The capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the asset. *Goodwill* The Company accounts for goodwill in accordance with ASC 350, Intangibles Goodwill and Other (ASC 350). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually and more frequently if an event or circumstance indicates that impairment may have occurred. Triggering events that may indicate a potential impairment include, but are not limited to, significant adverse changes in customer demand or business climate and related competitive considerations. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a goodwill impairment test to calculate the fair value of the applicable reporting unit(s) and compares it to its carrying amount. We recognize an impairment on any amount of the carrying value over the fair value. If the Company determines that the implied fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required. Management performed the analysis and no impairment was deemed necessary. **Impairment of Long-Lived Assets** Long-lived assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of their carrying amounts or their estimated fair values less costs to sell and are not depreciated. During the years ended December31, 2025 and 2024, there was $0 in asset impairments. | | 33 | | | **Leases** The Company recognizes right-of-use assets and lease liabilities at the commencement date of the lease based on the present value of remaining fixed and determinable lease payments over the lease term. The Company calculates the present value of future payments by using an estimated incremental borrowing rate, which approximates the rate at which the Company would borrow on a secured basis and over a similar term, and recognizes lease expense for operating leases on a straight-line basis over the lease term. Right-of-use assets represent the Companys right to control the use of an identified asset for the lease term and lease liabilities represent the Companys obligation to make lease payments arising from the lease. The Company uses the incremental borrowing rate on the commencement date in determining the present value of the lease payments. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. The lease term for all of the Companys leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Companys leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments are presented as operating expenses in the Companys statement of operations in the same line as expense arising from fixed lease payments. As of December31, 2025 and 2024, management determined that there were no variable lease costs. **Income Taxes** The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. The Companys income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Companys tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. As of December31, 2025 and 2024, the Company does not believe any provisions are required in connection with uncertain tax positions. **Research and Development** Research and Development (R&D) expenses include internal and outsourced service costs incurred to maintain the FinZeo and Infintus Pay, Inc platforms. Per ASC 730, R&D costs are expensed as incurred. Total R&D expenses for the years ended December 31, 2025 and December 31, 2024, were approximately $2,347 thousand and $1,977 thousand, respectively. | | 34 | | | **Per Share Information** Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year, increased by the potentially dilutive common shares that were outstanding during the year. Dilutive securities include stock options, warrants granted, convertible debt and convertible preferred stock. The number of common stock equivalents not included in diluted income per share for the years ended December31, 2025 and 2024, respectively are presented below. The weighted average number of common stock equivalents is not included in diluted income (loss) per share, because the effects are anti-dilutive. | Schedule of weighted average number of common stock equivalents | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Series A preferred stock | | | 1,148 | | | | 1,148 | | | | Warrants | | | 28,781,627 | | | | 15,906,627 | | | | Options | | | 5,402,354 | | | | 5,446,785 | | | | Total | | | 34,185,129 | | | | 21,354,560 | | | **Stock-based compensation** Stock options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. We recognize forfeitures as they occur. The Company has several consulting agreements that have share-based payment awards based on performance. These agreements typically require the Company to issue common stock to the consultants on a monthly basis. The Company records the fair market value of the common stock issuable at each month end when the performance is complete based upon the closing market price of the Companys common stock. **Segment Reporting** **** In accordance with ASC 280, Segment Reporting (ASC 280), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision makers (CODMs) in deciding how to allocate resources and assess performance. The CODMs have been identified as the Chief Executive Officer and Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The key measures of segment profit or loss reviewed by our CODMs are revenue and operating expenses. Revenue is monitored by the CODMs to understand the performance of its verticals. Operating expenses are reviewed and monitored by the CODMs to manage and forecast cash. The CODMs also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and internal budgets. **Fair Value Measurements** **** The Company measures certain assets and liabilities at fair value in accordance with applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. | | 35 | | | The Company categorizes fair value measurements within a three-level hierarchy based on the nature of the inputs used in the valuation, as follows: | | Level 1 Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | | | | Level 2 Inputs are observable for the asset or liability, either directly or indirectly, but do not include quoted prices for identical instruments in active markets. These inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, and other observable inputs such as interest rates and yield curves. | | | | Level 3 Inputs are unobservable and reflect the Companys own assumptions about the assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available in the circumstances. | | The Companys assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of the asset or liability within the fair value hierarchy. **New Accounting Pronouncements** The Financial Accounting Standards Board (FASB) issues Accounting Standards Updates (ASUs) to amend the authoritative accounting guidance in the Accounting Standards Codification (ASC). In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which enhances the transparency and decision-usefulness of income tax disclosures. The standard requires, among other items, enhanced rate reconciliation disclosures (including disaggregation of significant reconciling items by nature and jurisdiction) and expanded disclosures of income taxes paid, net of refunds, by jurisdiction. The Company adopted ASU 2023-09 effective January 1, 2025. The adoption did not impact the Companys consolidated financial position, results of operations, or cash flows, as the guidance is disclosure-only in nature. On November 4, 2024, the FASB issued ASU 2024-03, *Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures*. This ASU provides guidance to public companies regarding footnote disclosures of natural expense components (such as employee compensation, depreciation, and amortization) included within each relevant income statement expense caption. The guidance is effective for public companies for fiscal years beginning after December 15, 2026. The Company is currently assessing the impact of the new guidance on its financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (the internal-use software update). This ASU modernizes the accounting for internal-use software costs to better reflect agile development methods. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. Per the guidance, the effective date of the ASU is for annual reporting periods after December 15, 2027. Except as noted above, the Company believes that recent ASUs issued by the FASB either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a material impact on the Companys consolidated financial statements or related disclosures. **** **NOTE 3 OTHER CURRENT ASSETS** **** On December 13, 2024, the Company entered into an agreement with AFIOS Partners (AFIOS) for a $5,000 thousand direct investment, including an overage of $1,000 thousand. As part of the arrangement, AFIOS received 6,050,000 shares at an average price of $0.99 per share, 6,250,000 warrants to purchase our common stock at $0.90 per share and 7,970,000 warrants to purchase common stock at $1.20 per share. As of December 31, 2024, $1,350 thousand was receivable related to this agreement, which was fully collected in the first quarter of 2025. See Note 9 Notes Payable Stock Issued as part of an Investment. | | 36 | | | On April 11, 2025, the Company entered a three-party agreement with one of its banking partners and software providers. Under the terms of the arrangement, AppTech agreed to pay a $103 thousand licensing fee to the software provider. In addition, the banking partner held a $250 thousand note receivable bearing 8% interest with the software provider, while the software provider held an offsetting liability to the banking partner. As part of this arrangement, AppTech assumed the note receivable and offsetting note payable to the software provider and banking partner, respectively. AppTech further paid the accumulated interest to the bank and established an interest receivable from the software provider. The note receivable matures on June 2026, and may be converted early if a financing event occurs. As of December 31, 2025, the accrued interest on the note receivable was $46 thousand. **NOTE 4 INTANGIBLE ASSETS** **** *Intellectual Property* The Company has two patent portfolios. As of December31, 2025 and 2024, we have gross value of patents at $407 thousand. As of December31, 2025 and 2024, accumulated amortization is approximately $407 thousand and $368 thousand, respectively. As part of the Infintitus Pay, Inc transaction, the Company acquired intangible assets valued at $3,504 thousand, which includes $1,795 thousand of goodwill. $322 thousand in trademarks will not be depreciated, however, the remaining $1,387 thousand in acquired technology will be amortized on a straight-line basis over 60 months. As of December 31, 2025 and 2024, we have gross value of acquired technology of $6,108 thousand and $4,400 thousand, respectively. For the same periods, the accumulated amortization is approximately $1,957, thousand and $1,029 thousand, respectively. | Schedule of capitalized development cost | | | | | | | | | Intellectual Property | | December 31, 2025 | | | December 31, 2024 | | | | Beginning balance | | $ | 3,410 | | | $ | 4,428 | | | | Acquisition of intangible assets | | | 1,709 | | | | | | | | Amortization expenses | | | (968 | ) | | | (1,018 | ) | | | Ending balance | | $ | 4,151 | | | $ | 3,410 | | | *Capitalized Software Development Cost* The Company capitalizes certain costs related to the development of its digital payment and banking platform. As of December31, 2025 and 2024, the Company has gross value of capitalized software development cost at $2,647 thousand and accumulated amortization is approximately $1,326 thousand and $824 thousand, respectively. | Schedule of capitalized development cost | | | | | | | | | Capitalized Software Development Cost | | December 31, 2025 | | | December 31, 2024 | | | | Beginning balance | | $ | 1,823 | | | $ | 1,147 | | | | Additions | | | | | | | 1,081 | | | | Amortization expenses | | | (502 | ) | | | (405 | ) | | | Ending balance | | $ | 1,321 | | | $ | 1,823 | | | *Goodwill* On October 31, 2025, the Company completed the acquisition of Infinitus Pay, Inc. The difference between the fair value of the purchase price and the net assets acquired is recorded as goodwill. As of December31, 2025 and 2024, the goodwill was approximately $2,956 thousand and $1,161 thousand, respectively. See Note 1 for a discussion of the purchase price accounting for Infinitus Pay, Inc. | | 37 | | | **** *Amortization Schedule* **** The following table presents the estimated aggregate amortization expense for each of the five succeeding fiscal years related to intangible assets subject to amortization as of December 31, 2025 (in thousands): | Schedule of amortization expense | | | | | | Fiscal Year Ending December 31 | | Amortization Expense | | | | 2026 | | $ | 1,661 | | | | 2027 | | | 1,591 | | | | 2028 | | | 1,224 | | | | 2029 | | | 444 | | | | 2030 | | | 230 | | | **** The estimated amortization expense is based on the carrying value of intangible assets and their remaining useful lives as of the balance sheet date. These estimates are subject to change based on future acquisitions, disposals, or impairments of intangible assets. **** **NOTE 5 ACCRUED LIABILITIES** | Schedule of accrued liabilities | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Payables due to seller for acquisition | | $ | 1,200 | | | $ | 1,200 | | | | Accrued payroll | | | 64 | | | | 202 | | | | Accrued residuals | | | | | | | 15 | | | | Other | | | 57 | | | | 102 | | | | Total accrued liabilities | | $ | 1,321 | | | $ | 1,519 | | | In connection with the original purchase of Alliance Partners, $1,200 thousand remained outstanding as of December31, 2025 and 2024, respectively. The payable amount is secured by substantially all the Company's assets. **NOTE 6 NOTES PAYABLE** The Company has a 30-year unsecured note payable with the U.S. Small Business Administration. The note payable incurred a $100 fee upon issuance and incurs interest at 3.75% per annum. Payments totaling $4 thousand are due each year through the maturity date of July 1, 2050. As of December31, 2025 and 2024, the balance of the note payable was $59 thousand and $61 thousand, respectively. See Note 3 for a discussion of the notes payable related to the three-party agreement entered in April 2025. On June 10, 2024, the Company entered into a 60-day unsecured note agreement with Black Ice Advisors, LLC, a third-party lender, for proceeds of $200 thousand and flat interest of $30 thousand. Additionally, the Company issued 30,000 shares of AppTech Common Stock to the lender on June 17, 2024. On August 12, 2024, the outstanding balance of the note payable and accrued interest of $230 thousand, was repaid. **Convertible Note** During the year ended December 31, 2025, the Company entered into multiple unsecured convertible note agreements with third-party lenders, with principal amounts ranging from approximately $300 thousand to $360 thousand, bearing stated interest rates of 10%, and original issue discounts ranging from $50 thousand to $60 thousand. The notes have terms of six to twelve months, with maturities between December 2025 and August 2026. In December 2025, the Company was granted a one-month extension on one of its original convertible notes with an original due date in December 2025, in return for paying an additional $2 thousand of interest. The note was paid off in January 2026. The two other convertible notes remain outstanding as of December 31, 2025. | | 38 | | | Each note may be converted into shares of the Companys common stock at a fixed conversion price of $2.00 per share, subject to adjustment in the event of default, at which point the conversion price may be reduced to the lower of $2.00 and 80% of the volume-weighted average price (VWAP) of the Companys common stock for a specified period preceding conversion. Certain notes include provisions for fixed monthly payments beginning after a defined period, and others permit early conversion at the lenders discretion. As of December 31, 2025, the aggregate principal balance of these notes was approximately $783 thousand, and accrued interest totaled approximately $31 thousand. On July 10, 2024, the Company issued a 6% convertible debenture ($1,100 thousand principal, sold for $1,000 thousand with a 10% discount) and a five-year warrant for 750,000 common shares to an investor in a private placement. Net proceeds were $910,000 after fees, with 100,000 commitment shares issued. The initial conversion price was $1.07 per share and the warrant exercise price was $1.16 per share. The conversion prices were reduced to $0.70 per share in August 2024 and $0.56 per share in November 2024 due to dilutive issuances, resulting in a $15,000 repricing charge. The warrant was fully exercised cashless for 521,739 shares, and the debenture fully converted for 1,975,606 shares in late 2024. The Company amortized the $579 thousand debt discount and recognized a $26 thousand interest expense in 2024. All obligations were satisfied as of December 31, 2024. **** **Related Party Liabilities** **** On October 21, 2025, the Company entered into a revenue participation agreement with a related party that committed to invest $1,500 thousand in three equal monthly installments beginning November 15, 2025 and ending January 15, 2026. In February 2026, the agreement was amended to increase the total committed investment to $2,000 thousand, including an additional $500 thousand contribution. Under the agreement, the Company is required to make monthly payments equal to a percentage of gross contract revenue. As amended, the participant is entitled to 1.75% of gross contract revenue, subject to increase up to 10% under certain conditions. Payments are due monthly and are subject to minimum payment requirements that increase periodically over the term of the agreement from $4 thousand to $73 thousand. The agreement term commenced on November 1, 2025 and continues through December 31, 2029. The Company is required to make payments equal to the greater of the calculated revenue participation amount or the contractual minimum payment. The obligation is secured by a pledge of 10% of intellectual property-related revenues and 10% of the issued and outstanding equity of Infinitus Pay, Inc. The Company is obligated to repay the $2,000 thousand contribution on a prorated basis over the final eighteen months of the agreement term. The agreement includes (i) a participant put option, exercisable beginning December 31, 2027, requiring repayment at an amount that provides a 20% internal rate of return, and (ii) a Company call option permitting early termination subject to payment of a premium designed to provide a 28% internal rate of return. As of December 31, 2025, the balance of the participation liability was $1,000 thousand and interest expense of $4 thousand had been paid. On October 29, 2025, we secured a $1,000 thousand loan with an interest rate of 24% with a current investor and board member. The note is interest-only for December 2025 to March 2026, and thereafter will be paid in full with ten equal payments of principal and interest ending on December 2026. The note is secured by our accounts receivable and 10% of the Infinitus Pay, Inc stock. As of December 31, 2025, the first interest payment of $20 thousand had been paid. The current CEO is owed approximately $50 thousand related to expense reimbursements. The payable is recorded in accounts payable. The full amount remained outstanding as of December 31, 2025. | | 39 | | | **NOTE 7 RIGHT OF USE ASSET** **Lease Agreement** In January 2020, the Company entered into a lease agreement commencing February 8, 2020 for its corporate office in Carlsbad, California, which was set to expire in 2025. In December 2024, the Company extended its lease for fourteen months through March 2026, with an option to extend for an additional fourteen months. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an incremental borrowing rate of 8.5% within the calculation. The following are the expected future minimum lease payments as of December 31, 2025, including the total amount of imputed interest related (in thousands): | Schedule of right of use asset | | | | | | 2026 | | $ | 18 | | | | Minimum Future Lease Payments | | $ | 18 | | | | Less: Imputed interest | | | | | | | Total Minimum Future Lease Payments | | $ | 18 | | | The rent expense was $77 thousand and $80 thousand for the years ended December 31, 2025 and 2024, respectively. The Company is currently paying rent on a month-to-month basis. **NOTE 8 COMMITMENTS AND CONTINGENCIES** The Company may be involved in various claims and legal actions arising in the ordinary course of business. The Company establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. Lawsuit with Former Lawyers On March 13, 2025, Moses & Singer LLP filed a case against AppTech Payments Corp. for unpaid fees of approximately $445 thousand with the American Arbitration Association. AppTech has brought a counterclaim of legal malpractice for $800 thousand. Arbitration is confidential and ongoing; resolution is expected before or by April 2026. Invoices for fees and costs to date are reflected in accounts payable. Finzeo Seller Suit On October 30, 2025, AppTech Payments Corp. filed a lawsuit in the United States District Court, Southern District of California, against Seller with claims for trade secret misappropriation, fraud, misrepresentation, conversion, unfair business practices, violation of California Penal Code section 502, and breach of contract. The litigation relates to AppTechs acquisition of membership interests in a company and the companys related product. The defendant has made claims of an offset based on alleged outstanding payments as part of the acquisition. On November 4, 2025, the Court entered an order approving the parties Stipulation/Joint re AppTechs Motion for Temporary Restraining Order and Order. The case is currently in the discovery stage with the final pretrial conference scheduled for March 18, 2027. Litigation with Former Employees On May 3, 2024, the Company was sued by three former employees over severance payments. In March 2025, the Company settled its lawsuit for $172 thousand. As of December 31, 2025, all monies owed have been paid. Infinios Financial Services Litigation On October 1, 2020, the Company entered into a strategic partnership with NEC PAYMENTS B.S.C., which subsequently became Infinios Financial Services B.S.C. (Infinios); on May 4, 2023, the Company notified Infinios of its intent to terminate the relationship and commenced good-faith negotiations, and in October 2023, the parties entered arbitration. As of December 31, 2024, the parties settled the lawsuit under a confidential Settlement Confirmation letter whereby the terms of the Settlement Agreement and Mutual Release were fulfilled. Under the settlement, no payments were exchanged between the parties, and both the anti-dilution liability and the payable owed to Infinios of $72 thousand and $249 thousand, respectively, were fully extinguished. The matter is closed. | | 40 | | | **** **NOTE 9 STOCKHOLDERS EQUITY** **Series A Preferred Stock** The Company is authorized to issue 100,000 shares of Series A preferred stock (Series A) with a par value of $0.001 per share. As of December 31, 2025 and 2024, fourteen (14) Series A shares were outstanding. Series A shareholders have one vote per share on an as converted basis for all matters submitted to a stockholder vote, without the right to cumulative voting in director elections. They are entitled to dividends, if declared by the Board of Directors from legally available funds, distributed pro rata based on their Series A holdings on an as-converted basis. In the event of liquidation or dissolution, Series A shareholders share ratably in any remaining assets after liabilities are paid, with no liquidation preferences. Each Series A share is convertible into 82 shares of common stock at the holders discretion. **Common Stock** As of December 31, 2025 and December 31, 2024, the Company is authorized to issue 105,263,158 shares of common stock with a par value of $0.001 per share. The number of shares outstanding was 40,488,934 as of December 31, 2025 and 33,278,934 as of December 31, 2024. Common stockholders are entitled to one vote per share on all matters submitted to a stockholder vote, without the right to cumulative voting in director elections. They are eligible for dividends, if declared by the Board of Directors from legally available funds, subject to the prior rights of any outstanding preferred stock and any contractual restrictions on dividend payments. In the event of liquidation or dissolution, common stockholders share ratably in any assets remaining after payment of liabilities and satisfaction of liquidation preferences of any outstanding preferred stock. Common stock carries no preemptive or subscription rights and is not convertible into other securities. Stock Issued as part of an Investment On December 13, 2024, the Company entered into an agreement with AFIOS Partners (AFIOS) for a $5,000 thousand direct investment, including an overage of $1,000 thousand. As part of the arrangement, AFIOS received 6,050,000 shares at an average price of $0.99 per share, 6,250,000 warrants to purchase our common stock at $0.90 per share and 7,970,000 warrants to purchase common stock at $1.20 per share. During the year ended December 31, 2025, $2,200 thousand related to the AFIOS Partners investment was received. Of the amount received, $1,150 thousand settled the outstanding equity receivable and $1,050 thousand was related to the over-allotment provision in the original contract that allowed AFIOS to invest an additional $1,000 thousand under the original terms. All funds have been received and all shares and warrants have been issued. Public Offerings On March 26, 2024, AppTech entered into an underwriting agreement with EF Hutton LLC, as representative of the several underwriters, relating to the public offering of 2,000,000 shares of common stock, par value $0.001 per share, at a purchase price per share to the public of $1.00. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 300,000 shares of Common Stock at the Offering Price, less any underwriting discounts and commissions. The Company received $1,760 thousand in net proceeds, after deducting fees. Stock Issued for Services During the years ended December31, 2025 and 2024, 10,000 shares and 260,000 shares of common stock were issued to several consultants and employees in connection with business development, professional, and employment services with a value of $5 thousand and $267 thousand, respectively. Stock Issued with Note Payable Refer to Note 6 - Note Payables. | | 41 | | | Equity Issued related to Acquisition On March 1, 2024, in connection with the acquisition of Alliance Partners, LLC, the Company issued 15,000 shares of common stock to the former owner as consideration for extending the payment due date for the remaining purchase consideration. As of December 31, 2024, the payment terms under the Purchase Agreement with Alliance Partners, LLC were further amended. In consideration for modifying the original payment schedule, the seller received an aggregate of 15,000 shares of the Companys common stock and 55,000 stock options. *See Note 1 Purchase of Infinitus Pay, Inc.* **Stock Options** The Company grants stock options as part of employee compensation and recognizes these options expense over the vesting period. If an employee does not meet certain conditions such as sales targets or leaves the Company before the options vest, these options are forfeited as they occur. On December 7, 2021, the Board of Directors authorized the Companys Equity Incentive Plan in order to facilitate the grant of equity incentives to employees (including our named executive officers), directors, independent contractors, merchants, referral partners, channel partners and employees of the Companys to enable the Company to attract, retain and motivate employees, directors, merchants, referral partners and channel partners, which is essential to its long-term success. A total of 2,702,632 shares of common stock were previously authorized under the Companys Equity Incentive Plan. As of December 31, 2025, 1,029,842 shares were cancelled as part of employee terminations and 1,250,000 shares were added to the plan as part of the shareholder meeting. In total as of December 31, 2025, 2,788,009 shares are available for issuance. On March 20, 2024, the Company extended the expiration term of vested and outstanding stock options to 10 years from the original grant date for current employees and consultants, which resulted in an option modification. Also, certain terminated or separated option holders were allowed to retain their vested options through the original expiration date following their termination. The fair value was calculated both on the modification date and prior to the modification. The Company recorded the option modification expense of $325 thousand. In May 2024, shareholders approved an additional 950,000 shares under a newly adopted 2024 Equity Incentive Plan (the "2024 Plan"), which replaced the previous plan. As a result, a total of 2,702,632 shares of common stock were authorized under the 2024 Plan, with 508,167 shares available for issuance as of December 31, 2024. As part of the acquisition of FinZeo, the previous management team received 1,500,000 options of AppTech's common stock, which vest if the Company achieves certain sales targets. One million in options were forfeited by the Seller upon his termination in June 2024 and canceled by the Company. No expense for the remaining 500,000options was recorded during the year ended December31, 2024 as these options were not determined to be probable of vesting. For the year ended December31, 2025, the Company granted 3,042,911 options to purchase common stock. These grants included: | 1) | 1,538,332 options were awarded to the former and current board of directors. The fair value of these options, which are non-plan with a ten-year expiration term, total $646 thousand. These options have an exercise price ranging from $0.43 to $1.05 per share and a weighted average fair value of $0.42 per share on the issuance date. | | | | | | | 2) | On January 21, 2025, the Company granted 110,000 options to the former CFO with an exercise price of $0.46, a ten-year expiration term, and a fair value on the grant date of $0.47. The Company recognized $52 thousand related to this grant. The options were fully vested upon the grant date. In addition, the options previously issued to the former CFO were extended as part of her separation agreement.The Company recorded the modification expense of $48. | | | | 42 | | | | 3) | On February 21, 2025, the Company granted 200,000 options to the current CFO with an exercise price of $0.42, a ten-year expiration term, and a fair value on the grant date of $0.41. The Company recognized $85 thousand related to this grant. The options were fully vested upon the grant date. | | | | | | | 4) | On June 23, 2025, the Company cancelled all options granted to a former employee and issued him 194,579 options with an exercise price of $1.00, a three-year expiration term, and a fair value on the grant date of $0.17. The Company recognized $33 thousand related to this grant. The options were fully vested upon the grant date. | | | | | | | 5) | On July 1, 2025, the Company entered into a separation agreement with its former Chief Executive Officer and Chairman of the Board. Under the terms of the arrangement, all previously issued options were canceled and he was instead granted 700 thousand vested options, and 300 thousand performance-based options. The options have a three-year life and carry an exercise price of $1. The Company recognized $112 thousand related to this grant. | | During the year ended December31, 2024, options to purchase3,838,500shares of common stock at a weighted average exercise price of $1.13were granted as compensation to employees and consultants, of which 1,125 thousand options were contingent upon the Company reaching specified sales milestones. The following table summarizes the stock options activity: | Schedule of option activity | | | | | | | | | | | | | | Number of shares | | | Weighted Average exercise price | | | Weighted Average remaining years | | | | Outstanding December 31, 2024 | | | 5,446,785 | | | $ | 1.29 | | | | 7.15 | | | | Issued | | | 3,042,911 | | | | 0.78 | | | | | | | | Exercised | | | | | | | | | | | | | | | Cancelled | | | (3,087,342 | ) | | | 1.60 | | | | | | | | Outstanding as of December31, 2025 | | | 5,402,354 | | | $ | 0.83 | | | | 7.25 | | | | Outstanding as of December31, 2025, vested | | | 3,977,354 | | | $ | 0.88 | | | | 7.45 | | | The unvested options include a total of 1,425 thousand options contingent upon reaching specified sales milestones. During the year ended December 31, 2025, the Company recorded $976 thousand in option expenses, which includes the modification expense noted above of $49 thousand. The Company recorded $1,125 thousand in option expenses, which includes the modification expense of $325 thousand and the company-wide grant of 406,000 options valued at $349 thousand during the year ended December 31, 2024. The Plan options vest in equal monthly installments ranging from instantly to 12 months. The fair value of the options were valued using a Black-Scholes options pricing model with the following range of assumptions: | Schedule of fair value assumptions | | | | | | | | | | December 31, 2025 | | | | Market value of common stock on issuance date | | | $0.24 - $0.47 | | | | Exercise price | | | $0.42 - $1.77 | | | | Expected volatility | | | 134% - 185% | | | | Expected term (in years) | | | 0.25 - 10.0 | | | | Risk-free interest rate | | | 3.99% - 4.21% | | | | Expected dividend yields | | | | | | | | 43 | | | | | | | December 31, 2024 | | | | Market value of common stock on issuance date | | | $0.51 - $1.99 | | | | Exercise price | | | $0.59 - $2.11 | | | | Expected volatility | | | 102% - 144% | | | | Expected term (in years) | | | 1.0 - 10.0 | | | | Risk-free interest rate | | | 3.58% - 5.00% | | | | Expected dividend yields | | | | | | *Expected Volatility *The Company now has sufficient operating history and company-specific historical data to determine its expected volatility assumption directly from its own traded stock price. Rather than examining the historical volatilities of a group of industry peers, the Company calculates its volatility based on the fluctuations in its own share prices, which are publicly available. The Company expects to continue using this approach going forward, relying on its own historical stock price data to assess volatility. ** *Expected Term *The expected term of stock options represents the weighted average period the stock options are expected to be outstanding. Given the limited historical exercise data of the Companys stock options, the Company uses the simplified method for estimating the expected term, which calculates the expected term as the average time-to-vesting and the contractual life of the options for stock options issued to participants. *Risk-Free Interest Rate *The risk-free rate assumption is based on U.S. Treasury instruments, the terms of which were consistent with the expected term of the Companys stock options. ** *Expected Dividend *The expected dividend assumption is based on the Companys history and expectation of dividend payouts. The Company has not paid any dividends to date and does not intend to pay dividends. Forfeitures are recognized as they occur. Plan related forfeitures are added back to the equity incentive plan. **Warrants** As of December 31, 2025, the Company has 28,781,627 warrants outstanding. The following table summarizes warrant activity: | Schedule of warrant activity | | | | | | | | | | | | | | Number of shares | | | Weighted Average exercise price | | | Weighted Average remaining years | | | | Outstanding December 31, 2024 | | | 15,906,627 | | | $ | 1.76 | | | | 4.25 | | | | Cancelled | | | | | | | | | | | | | | | Exercised | | | | | | | | | | | | | | | Issued | | | 12,875,000 | | | | 1.69 | | | | | | | | Outstanding as of December31, 2025 | | | 28,781,627 | | | $ | 1.72 | | | | 3.86 | | | Issuance of New Warrants As part of the AFIOS Partners (AFIOS) agreement, 3,550,000 warrants with an exercise price of $0.90 and 5,325,000 warrants with an exercise price of $1.20 were issued. In addition, 4,000,000 warrants with an exercise price of $3.00 were issued to the Sellers of Infinitus Pay, Inc. In total, as of December 31, 2025, 12,875,000 warrants were issued. On August 30, 2024, AppTech Payments Corp. entered a Warrant Inducement Agreement with Armistice Capital Master Fund Ltd., leading to the exercise of 1,666,667 October 2023 warrants at $0.70 per share, generating $1,167 thousand in gross proceeds ($1,010 thousand net after fees). Concurrently, the exercise price of 1,666,667 February 2023 warrants was reduced from $4.64 to $0.70, increasing their fair value by $350 thousand, and the Company issued 3,333,334 new warrants at $0.70 per share, valued at $2,200 thousand using the Black-Scholes model. There was zero impact to equity as we recorded both an increase and decrease within Additional Paid-in Capital (APIC) due to the transaction being considered a cost of the capital raise. The new warrants are exercisable after six months and expire in five and a half years. | | 44 | | | **NOTE 10 INCOME TAXES** Income (loss) from continuing operations before income taxes for the years ended December 31, 2025 and 2024 consisted entirely of domestic (U.S.) amounts. The components of income tax expense (benefit) from continuing operations are as follows (in thousands): | Schedule of components of income tax expense (benefit) | | | | | | | | | | | | | 2025 | | | 2024 | | | | Federal | | $ | | | | $ | | | | | State | | | | | | | | | | | Foreign | | | | | | | | | | | Total | | $ | | | | $ | | | | Income taxes paid (net of refunds received) were $0 in federal, state, and foreign jurisdictions for both years. No individual jurisdiction exceeded 5% of total income taxes paid (net of refunds). The Companys net deferred tax assets at December31, 2025 and 2024 was $9,998 thousand and $8,562 thousand, respectively, which primarily consists of net operating loss carry forwards and accrued expenses. The Company has recorded a full valuation allowance against its deferred tax assets as of both periods because management has determined that it is more likely than not that these assets will not be realized. For the years ended December 31, 2025 and 2024, the valuation allowance increased by approximately $1,436 thousand and $1,462 thousand, respectively. The total net operating loss carryforwards at December 31, 2025 was $47,572 thousand. These net operating loss carryforwards begin to expire in 2027. Net operating losses incurred after 2020 can be carried forward indefinitely. The Companys effective tax rate was 0% for both years. The following table presents a reconciliation between the U.S. federal statutory income tax rate and the Companys effective tax rate (in thousands): | Schedule of income tax reconciliation | | | | | | | | | | | Description | | 2025 Amount | | 2025% | | 2024 Amount | | 2024% | | | U.S. federal statutory tax rate (benefit) | | $ | (1,663 | ) | | | 21.0 | % | | $ | (1,876 | ) | | | 21.0 | % | | | State income taxes, net of federal income tax effect (1) | | | | | | | | % | | | | | | | | % | | | Nondeductible permanent differences | | | 227 | | | | (2.9 | %) | | | 414 | | | | (4.6 | %) | | | Changes in valuation allowance (2) | | | 1,436 | | | | (18.1 | )% | | | 1,462 | | | | (16.4 | )% | | | Effective tax rate | | $ | | | | | | % | | $ | | | | | | % | | | (1) | In 2025 and 2024, the majority of state and local income taxes, net of federal effect, are attributable to taxes in California. | | | (2) | The change in valuation allowance related to state and local tax is included in the State and local tax line above. | | The Company operates primarily in the United States and files income tax returns in the U.S. federal jurisdiction and various state jurisdictions, including California. The Company is subject to examination by U.S. federal and state taxing authorities for tax years beginning in 2020 and is not currently under examination by any taxing authority. **NOTE 11 SUBSEQUENT EVENTS** The Board ratified acceleration of previously granted stock options for certain directors and executive officers (effective January 16, 2026). It approved issuance of 700,000 fully vested stock options to certain directors (2025 performance and one-time board-service awards) and 1,500,000 fully vested restricted shares to certain executives with a lock up period that extends until December 31, 2027. New grants of 850,000 stock options to certain executive officers were approved with a vesting period that extends until December 31, 2027 along with related salary increases. The Board also approved in principle the 2026 Incentive Compensation Plan, which ties payouts to EBITDA performance. The exercise price of the options was $0.335 per share. | | 45 | | | **EXHIBIT INDEX** | Exhibit Number | | Exhibit Title | | | 2.1 | | Agreement and Plan of Merger dated as of April 18, 2022, by and among AppTech Payments Corp., AppTech IP Corp., and HotHand, Inc., (filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K, as filed on April 21, 2022, and incorporated herein by reference) | | | 2.2 | | Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 6, a limited partnership, (filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K/A, as filed on December 17, 2024, and incorporated herein by reference) | | | 2.3 | | Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 7, a limited partnership, (filed as Exhibit 2.2 to the Registrants Current Report on Form 8-K, as filed on December 17, 2024, and incorporated herein by reference) | | | 3.1 | | AppTech Corp. Articles of Conversion filed October 25, 2006 (filed as Exhibit 3.1 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.2 | | AppTech Corp. Articles of Incorporation filed October 25, 2006 (filed as Exhibit 3.2 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.3 | | AppTech Corp. Certificate of Designation filed May 09, 2007 (filed as Exhibit 3.3 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.4 | | AppTech Corp. Certificate of Correction filed June 04, 2007 (filed as Exhibit 3.4 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.5 | | AppTech Corp. Certificate of Designation filed June 06, 2007 (filed as Exhibit 3.5 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.6 | | AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed November 17, 2008 (filed as Exhibit 3.6 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.7 | | AppTech Corp. Certificate of Amendment filed October 26, 2009 (filed as Exhibit 3.7 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.8 | | AppTech Corp. Certificate of Amendment filed October 27, 2009 (filed as Exhibit 3.8 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.9 | | AppTech Corp. Certificate of Designation filed April 21, 2010 (filed as Exhibit 3.9 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.10 | | AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 27, 2010 (filed as Exhibit 3.10 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.11 | | AppTech Corp. Certificate of Change filed July 22, 2010 (filed as Exhibit 3.11 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.12 | | AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010 (filed as Exhibit 3.12 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | 46 | | | | Exhibit Number | | Exhibit Title | | | 3.13 | | AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010 (filed as Exhibit 3.13 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.14 | | AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 28, 2010 (filed as Exhibit 3.14 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.15 | | AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 08, 2011 (filed as Exhibit 3.15 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.16 | | AppTech Corp. Certificate of Amendment filed June 06, 2011 (filed as Exhibit 3.16 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.17 | | AppTech Corp. Articles of Domestication filed July 18, 2011 (filed as Exhibit 3.17 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.18 | | AppTech Corp. Bylaws dated May 07, 2013 (filed as Exhibit 3.18 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.19 | | AppTech Corp. Certificate of Domestication filed July 09, 2013(filed as Exhibit 3.19 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.20 | | AppTech Corp. Articles of Amendment filed October 31, 2013 (filed as Exhibit 3.20 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.21 | | AppTech Corp. Certificate of Incorporation filed July 29, 2015 (filed as Exhibit 3.21 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.22 | | AppTech Corp. Bylaws (Amended and Restated) dated March 27, 2020 (filed as Exhibit 3.22 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 3.23 | | AppTech Certificate of Incorporation filed with the Secretary of State of Delaware dated December 13, 2021 (filed as Exhibit 3.23 to the Registrants Registration Statement on Form S-1, as filed on December 15, 2021, and incorporated herein by reference) | | | | | | | | 3.24 | | AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.24 to the Registrants Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference) | | | | | | | | 3.25 | | AppTech Certificate of Conversion filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.25 to the Registrants Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference) | | | | | | | | 3.26 | | AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.26 to the Registrants Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference) | | | | | | | | 3.27 | | AppTech Certificate of Amendment filed with the Secretary of State of Delaware dated December 27, 2021 (filed as Exhibit 3.27 to the Registrants Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference) | | | | 47 | | | | Exhibit Number | | Exhibit Title | | | 3.28 | | AppTech Amended and Restated Bylaws (filed as Exhibit 3.22 to the Registrants Registration Statement on Form S-1, as filed on December 17, 2021, and incorporated herein by reference) | | | | | | | | 4.1 | | Specimen Stock Certificate of AppTech Corp.s Common Stock (incorporated by reference to Exhibit 4.1 to Form 10-12G/A filed February 14, 2020) | | | | | | | | 4.2 | | AppTech Corp. Audit Committee Charter (filed as Exhibit 4.3 to the Registrants Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference) | | | | | | | | 4.3 | | AppTech Corp. Compensation Committee Charter (filed as Exhibit 4.4 to the Registrants Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference) | | | | | | | | 4.4 | | AppTech Corp. Corporate Governance and Nominating Committee Charter (filed as Exhibit 99.3 to Form S-1 as filed on February 16, 2021 and incorporated herein by reference) | | | | | | | | 4.5 | | Form of Purchase Warrant (filed as Exhibit 4.1 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference) | | | | | | | | 4.6 | | Form of Purchase Warrant (filed as Exhibit 4.1 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference) | | | | | | | | 4.7 | | Description of Securities (filed as Exhibit 4.6 to Form 10-K/A as filed on August 21, 2023 and incorporated herein by reference) | | | | | | | | 4.8 | | Form of Debenture, dated July 10, 2024, in the principal amount of $1,100,000 (filed as Exhibit 4.1 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference) | | | | | | | | 4.9 | | Form of Warrant, dated August 30, 2024 (filed as Exhibit 4.2 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference) | | | | | | | | 4.10 | | Form of New Warrant, dated July 10, 2024 (filed as Exhibit 4.1 to Form 8-K as filed on August 29, 2024 and incorporated herein by reference) | | | | | | | | 10.2 | | Lease & Purchase Option Agreement dated January 22, 2020 (filed as Exhibit 10.5 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 10.3 | | Strategic Partnership Agreement dated as of August 21, 2020, by and among AppTech Corp. and Silver Alert Services LLC, doing business as LifeLight Systems. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed on August 26, 2020, and incorporated herein by reference) | | | | | | | | 10.4 | | Subscription License and Service Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) | | | | | | | | 10.5 | | Digital Banking Platform Operating Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) | | | | 48 | | | | Exhibit Number | | Exhibit Title | | | 10.6 | | Subscription License Order Form dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). PURSUANT TO REG S-K ITEM 601, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED. (filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) | | | | | | | | 10.7 | | Registration Rights Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference) | | | | | | | | 10.8 | | Warrant Agency Agreement, dated as of January 7, 2022, between the Company and Transfer Online, Inc. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed on January 10, 2022), an incorporated herein by reference) | | | | | | | | 10.9 | | Securities Purchase Agreement, dated January 30, 2023, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference) | | | | | | | | 10.10 | | Form of Lock-Up Agreement (filed as Exhibit 10.2 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference) | | | | | | | | 10.11 | | Master Services and Development Agreement(filed as Exhibit 10.1 to Form 8-K as filed on June 21, 2023 and incorporated herein by reference) | | | | | | | | 10.12 | | Membership Interest Purchase Agreement, dated as of October 13, 2023, by and among AppTech Payments Corp., Alliance Partners, LLC, and Chris Leyva. (filed as Exhibit 10.1 to Form 8-K as filed on October 16, 2023 and incorporated herein by reference) | | | | | | | | 10.13 | | Securities Purchase Agreement, dated October 24, 2023, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference) | | | | | | | | 10.14 | | Amendment to Common Stock Purchase Warrant (filed as Exhibit 10.2 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference) | | | | | | | | 10.15 | | Amendment to the Membership Interest Purchase Agreement, dated December 28, 2023, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.1 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference) | | | | | | | | 10.16 | | Amendment to the Membership Interest Purchase Agreement, dated January 31, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.2 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference) | | | | | | | | 10.17 | | Amendment to the Membership Interest Purchase Agreement, dated March 1, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.3 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference) | | | | | | | | 10.18 | | Amendment to the Membership Interest Purchase Agreement, dated April 29, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.4 to Form 8-K as filed on May 3, 2024 and incorporated herein by reference) | | | | | | | | 10.19 | | Form of Securities Purchase Agreement, dated July 10, 2024 (filed as Exhibit 10.1 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference) | | | | | | | | 10.20 | | Form of Registration Rights Agreement, dated July 10, 2024 (filed as Exhibit 10.2 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference) | | | | 49 | | | | Exhibit Number | | Exhibit Title | | | 10.21 | | Form of Warrant Inducement Agreement, dated August 28, 2024, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on August 29, 2024 and incorporated herein by reference) | | | | | | | | 10.22 | | Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,200,000 Warrant Shares (filed as Exhibit 10.1 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference) | | | | | | | | 10.23 | | Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,800,000 Warrant Shares (filed as Exhibit 10.2 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference) | | | | | | | | 10.24 | | Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 4,000,000 Warrant Shares (filed as Exhibit 10.3 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference) | | | | | | | | 10.25 | | Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 6,000,000 Warrant Shares (filed as Exhibit 10.4 to Form 8-K as filed on December 17, 2024 and incorporated herein by reference) | | | | | | | | 14 | | AppTech Code of Business Conduct (filed as Exhibit 4.2 to the Registrants Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference) | | | | | | | | 19.1* | | Insider Trading Policy | | | | | | | | 21.1 | | Subsidiaries of AppTech Payments Corp. (filed as Exhibit 21.1 to Form 10-K as filed on April 1, 2024 and incorporated herein by reference) | | | | | | | | 31.1* | | Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated March 31, 2026 | | | | | | | | 31.2* | | Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated March 31, 2026 | | | | | | | | 32.1** | | Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated March 31, 2026 | | | | | | | | 32.2** | | Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated March 31, 2026 | | | | | | | | 97 | | AppTech Payments Corp. Clawback Policy (filed as Exhibit 97 to Form 10-K as filed on April 1, 2024 and incorporated herein by reference) | | | | | | | | 101.INS | | XBRL INSTANCE DOCUMENT | | | | | | | | 101.SCH | | XBRL TAXONOMY EXTENSION SCHEMA | | | | | | | | 101.CAL | | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | | | | | | | | 101.DEF | | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | | | | | | | | 101.LAB | | XBRL TAXONOMY EXTENSION LABEL LINKBASE | | | | | | | | 101.PRE | | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE | | | | | | | | 104* | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | * Filed herewith. ** Furnished herewith. **** **** **** **** | | 50 | | | **** **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 March31, 2026. | | AppTech Payments Corp. | | | | | | | | | By: | /s/ Thomas DeRosa | | | | Name: | Thomas DeRosa | | | | Title: | Interim Chief Executive Officer (Principal Executive Officer) | | | | | | | | | By: | /s/ Felipe A. Corrado IV | | | | | Felipe A. Corrado IV Chief Financial Officer and Treasurer (Principal Financial Officer and Accounting Officer) | | 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/ Albert L. Lord | | Chairman of The Board | | March31, 2026 | | | Albert L. Lord | | | | | | | | | | | | | | /s/ Thomas J. Kozlowski Jr. | | Director | | March31, 2026 | | | Thomas J. Kozlowski Jr. | | | | | | | | | | | | | | /s/ Calvin D. Walsh | | Director | | March31, 2026 | | | Calvin D. Walsh | | | | | | | | 51 | | |