AppTech Payments Corp. Form 10-K
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2023
or
For the transition period from to
Commission file number: 001-39158
AppTech Payments Corp.
(Exact Name of Registrant as Specified in its Charter)
5876 Owens Avenue
Suite 100
Carlsbad, California92008
(760)707-5959
(Address, including zip code, and telephone number,
including area code, of registrant’s 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 Nasdaq Capital Market
Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2023, the last business day
of the registrant’s last completed second quarter, the aggregate market value of the common stock held by non-affiliates of
the registrant was approximately $27.5 million,
based on the closing price of the registrant’s common stock, on June 30, 2023, as reported by the Nasdaq Capital Market. For
the purposes of this disclosure, shares of common stock held by each executive officer, director and stockholder known by the
registrant to be affiliated with such individuals based on public filings and other information known to the registrant have been
excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
As of April 1, 2024, the registrant had
24,684,317 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED
BY REFERENCE
Specified
portions of the registrant’s proxy statement with respect to the registrant’s 2023 Annual Meeting of Stockholders, which is
to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2023, 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 3
Item 1. Business 3
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 10
Item 1C. Cybersecurity 10
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Mine Safety Disclosures 12
Part II
Item 6. [Reserved] 13
Item 7A. Qualitative and Quantitative Disclosures about Market Risk 21
Item 8. Financial Statements and Supplementary Data 21
Item 9A. Controls and Procedures 22
Item 9B. Other Information 22
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 22
Part III
Item 10. Directors, Executive Officers and Corporate Governance 23
Item 11. Executive Compensation 23
Item 14. Principal Accountant Fees and Services 24
Part IV
Item 15. Exhibits and Financial Statements Schedules 25
Index to Financial Statements 26
Exhibit Index 53
Signatures 57
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:
· 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.
Item 1. Business
Business Overview
The financial services industry is going through a period of intensive
growth driven by the advancement of technology and the rapid rise of contactless transactions due to societal changes, in part, as a response
to COVID-19. End-users expect ease of use and an enhanced user experience in all their daily financial interactions. In this rapidly evolving
digital marketplace, businesses have broad and frequently changing requirements to meet consumer expectations and operational efficiencies
to maintain their competitive edge.
To flourish in this environment, businesses need to adopt new technologies
to engage, communicate and process payments and manage payouts with their customers from a supplier that widely supports innovation and
adaptation as the industry evolves. We believe our technologies will greatly increase the adoption of omni-channel payments and digital
banking solutions in sectors that must quickly adapt and migrate to new, secure digital Fintech technologies. By embracing advancements
in the payment and banking industries, we are well-positioned to meet the growing needs of existing and prospective clients and intend
for our current and future products to be at the forefront of solving these accelerated market needs.
AppTech’s all-in-one Fintech platform, FinZeoTM, delivers
best-in-class financial technologies and capabilities through an ever-evolving modular cloud/edge-based architecture. The FinZeo platform
houses a large array of financial products and services that can be implemented off-the-shelf or customized via modern APIs. Within its
FinZeo platform, AppTech offers Payments-as-a-Service (“PaaS”), Banking-as-a-Service (“BaaS”), and the CommerseTM
Portal.
FinZeo provides PaaS via integrated solutions for frictionless digital
and mobile payment acceptance. These solutions provide advanced payment processing solutions by catering to the unique needs of each merchant.
FinZeo’s PaaS solutions include ACH (automatic clearing house), credit & debit cards, eCheck, mobile processing, electronic
billing, and text-to-pay. PaaS will also solve for multi-use case, multi-channel, API-driven, account-based issuer processing for card,
digital tokens, and payment transfer transactions.
AppTech is positioned to further accelerate digital transformation
through BaaS, layered with financial management tools that empower financial institutions to provide businesses, professionals, and individuals
with the ability to better manage their finances anywhere, anytime at a fraction of the cost of traditional banking and financial services.
BaaS fosters an ecosystem of immersive and scalable digital financial management services, including FinZeo's groundbreaking automated
underwriting portal. By digitizing the underwriting process, Automated Underwriting expedites business onboarding with its intuitive digital
application and e-signature capabilities. This portal offers customizable pricing, risk models, and access to multiple processors, ensuring
tailored solutions for diverse needs.
The Commerse Portal empowers Independent Sales Organizations (ISOs)
and Independent Software Vendors (ISVs) to seamlessly integrate their businesses, facilitating swift technology adoption. By leveraging
the Commerse portal, ISOs/ISVs can streamline operations and foster growth, meeting the economic demands of their merchants. Through personalized
portals, ISOs/ISVs have the flexibility to select and integrate FinZeo payments and banking services, thereby enhancing their offerings
to clients.
FinZeo has a flexible architecture and can be fully white labeled to
allow for rich, personalized payment and banking experiences. This cloud-based platform packages together elements of AppTech’s
intellectual property, BaaS, PaaS and CommerseTM️ Portal to create a one-hub connection point of multitenant portals giving
the merchant, ISO/ISV, and each customer a well-defined user experience.
Corporate Information
AppTech Corp. reincorporated in Delaware on December 23, 2021 and changed
its name to AppTech Payments Corp. The Company’s 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. 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 are an integral part of today’s worldwide financial structure. The electronic payments industry is massive, with growth
fueled by powerful long-term trends that continue to increase the acceptance and use of electronic payments compared to cash-based payments.
According to the Federal Reserve’s Payment Study of 2022, the growth rate of noncash payments is 9.5% annually, reaching $128.51
trillion in value in 2021.1
The payment processing industry continues to
evolve rapidly based on the application of new technology and changing customer needs. Changes in technology have allowed for new payment
methods, such as mobile and contactless payments, which is driving demand for new innovative solutions to meet consumer expectations.
This results in businesses increasingly being required to deliver more convenient methods of interacting with their customers to ensure
loyalty and repeat business. As consumers continue to integrate mobile devices into their lives, there will be increased demand to conduct
business through mobile wallets. In fact, PwC consumer research estimates a revenue opportunity of $60 billion for digital payment ecosystems.2
In addition to changing the payment industry
by offering digital wallets to enable consumers to transact digitally, Fintech is disrupting the banking sector with banking-as-a-service
though FDIC-insured neobanks.3 Digital banking is estimated to continue to grow to a value of $2.6 trillion with over 78 million
users by 2027.4
Our Competitive Strengths
We believe our adaptable technology and product offerings differentiate
us from our competitors. Our products and solutions help to eliminate much of our sector’s reliance on legacy payment rails and
financial systems. The design and delivery are not being restricted by antiquated foundational technology. Management believes the applicability
and frictionless nature of our products will offer an immediate impact on the digital financial services industry. Further, the solutions
we intend to deliver to our clients will be driven off user-centered design principles to providing seamless, best-in-class experiences
to the end-user.
Digital transformation is complex for most companies
sighting such concerns around shifting company culture, legacy systems, rigidity of platforms and processes, and inefficiencies in skill
sets and knowledge. Additionally, even when these companies see the value in digital transformation, often these companies face an inability
to properly shift resources to new technology while maintaining customers on existing platforms. Non-discretionary spend required to “keep
the lights on” outweighs leadership’s ability to invest in future technology, which results in vulnerabilities and competitive
threats.
Our financial services platform was built to empower our clients with
an extensible, adaptable framework capable of dynamically solving challenges found across the financial services industry. Further, this
ability will allow us to drive deeply and expediently into specific market segments to solve problems that we find to be a continued burden
on our client’s and their customer base. Based on market, client and end-user research and discovery, it is expected that these
unique solutions produced for client’s will be highly leverageable across these segments to deliver experiences at scale while producing
rapid revenue and profitability.
_____________________
1 Federal Reserve Payments
Study (FRPS) – July 2023
2 PwC Global Consumer Insights
Survey – 2020
3 Bankrate.com - Banking:
What is a Neobank - November 2023
4 Statistia: Digital &
Trends - Neobanking US Report - 2023
As we increase our client base and deployment of solutions to meet
our client’s specifications, we’ll continue to grow these “off-the-shelf” experiences that will ultimately lower
our development costs while increasing speed to market. In addition, we are positioned to utilize this model to grow industry partnerships
and app marketplace plugins thus further leveraging our capabilities and market reach.
Founded on a modern core platform backed by an intelligent financial
technology framework, our ability to rapidly deploy solutions and experiences that are otherwise cumbersome, expensive and often fall
short of expectations will prove successful. Our position is to penetrate deep into certain segments to build a model that will directly
drive growth. Gaining robust insights in these segments while delivering best-in-class experiences will also produce future opportunities
to expand our off-the-shelf solutions to other verticals or sub-verticals that are challenged with solving similar problems.
While our core foundational platform will continue to adapt and grow
based on new innovations, we are launching into the market an extremely robust and innovative set of secure digital banking and payments
features and functionality. This will allow us to quickly deliver the future of digital finance to meet the demands of the markets we
intend to serve without the deployment burdens encumbering the market today.
Additionally, the patent protection for some of our products is uncommon
within the Fintech industry. This protection prevents competitors from replicating our products to carve away at our anticipated market
share. Therefore, backing our text payment and lead generation products with patents strengthens the viability of such products by limiting
direct competition and strengthening strategic partnerships. It is expected that we will also expand our patent portfolio through new
innovations and acquisitions.
Our Growth Strategy
We intend to grow by leveraging our existing IP, continually developing
products and solutions, establishing strategic partnerships and seeking selective acquisitions that uniquely complement our core business
to meet growing market demand. From traditional merchant accounts to customizable inbound and outbound payment solutions, we intend to
modernize and enhance the payment processing and digital banking capabilities for businesses throughout the world. Our business objective
is to generate revenue based on licensing and subscription fees, transactional processing fees, product line growth, and continual advancement
of our IP portfolio.
Our target market is forward-thinking financial institutions, technology
companies, and Small to Medium Enterprises seeking to broaden their distribution through the addition of digital omnichannel payments
and digital banking technologies. We will serve these markets by reducing integration complexity and streamlining their integrated financial
services capabilities.
SMEs generally lack the resources of large enterprises to invest heavily
in technology. As a result, they are more dependent on service providers, like AppTech, to handle critical functions including payment
acceptance and other support services and are likely to be early adopters of new services that will further increase their efficiency
and drive growth. Additionally, we are targeting financial institutions looking to maintain their ability to compete by digitizing their
financial services offerings to meet market demand. By enhancing their customer’s user experience through the development of innovative
and user centric multi-channel digital financial products, they will be able to maintain customer loyalty.
We intend to support a multi-method distribution model to achieve our
vision. By providing delivery flexibility, we can rapidly engage and develop the right go-to-market strategies. As previously mentioned,
not only are off-the-shelf solutions available, but we also offer embedded experiences that can be deployed using a growing portfolio
of Open and Private APIs for developers to build unique experiences based on business cases and requirements.
Further, by offering clients a full array of marketing technology services,
omnichannel payments and digital banking technologies, we will enable them to better interact with their customers and provide additional,
dynamic means of processing both inbound and outbound financial transactions.
Businesses’ financial technology needs are increasingly complex.
As electronic and mobile commerce continues to grow, businesses have no alternative but to use technology to better meet customer’s
expectations. We believe that delivering innovative, adaptive, scalable, and operationally efficient products that meet their financial
services needs will result in rapid market penetration for our anticipated product launches.
While leveraging new technology is vital to our growth plan, it is
equally important that the technology is relevant and seamlessly fits into and benefits our end-user’s daily lives. Consumers are
sometimes reluctant to alter their typical routines, especially when it relates to financial services. The anticipated launch of our text
payment system and broader digital banking and payments solutions will meet both needs. We will offer financial technologies that do not
rely on legacy rails, thus increasing the opportunity to improve the end-user’s digital experiences. Once properly developed and
rolled out, we anticipate rapid adoption.
We seek to grow our business by pursuing the following strategies:
Our market growth strategies will focus on the following elements:
(1) new product development and delivery (2) market penetration (3) market expansion (4) IP, strategic acquisitions, and partnerships.
It is imperative that upon entrance into the market with the new platform,
we focus on delivering an enhanced experience to our existing digital client base. As we roll this out, we will also continue discussions
with our current and continually evolving pipeline of prospects to understand these opportunities and the value that we can bring to solve
their needs. This strategy also provides growth opportunities with these clients, increases customer satisfaction and potential referrals,
and produces valuable feedback into our product prioritization and roadmap.
Maintaining focus to deliver our technology to selective target market
segments also allows us to deliver a deeper, more targeted set of solutions and experiences. In turn this will grow our knowledge within
these select segments that will translate into further innovation and market penetration.
This continual development process will contribute to our overall strategy
of delivering new, innovative technologies and solutions. It is expected that bringing these to market will expand opportunities in complimentary
and new market segments. Given the Platform’s flexibility and a la carte capabilities, adapting these solutions and delivering new
experiences is a core tenant to growth.
In addition, core to our values and strategy is the opportunity for
growth through intellectual property. This is inclusive of the existing patent portfolio while also coupled with future innovation. It
is also important to continually evaluate new technologies, market entrants and complimentary solutions to ensure continued growth. We
expect that this will include strategic acquisitions of complimentary offerings and portfolio customers, while also focusing on strategic
partnerships where we find synergy in our vision.
With years of Fintech experience and a deep understanding of the industry,
management believes we can leverage this expertise, industry contacts and past clients to accelerate market penetration. Engaging individuals
with the ability to integrate our products may prove invaluable. Further, through our channel partnerships, we have an expansive network
of potential clients that continue to show interest in our strategy and opportunity to embed our financial technologies into their solutions.
Management believes there are substantial opportunities in emerging
and developing markets for our anticipated products. Our mobile payment and digital banking solutions offer innovative avenues to unbanked
and under banked communities to transact and provide remittances. Further, since internet connectivity is not required for our text payment
solution, individuals with limited internet access will still be able to transact. These two factors could open our products to markets
with immense growth potential.
Our Products and Services
We offer Fintech solutions that empowers financial institutions and
enterprise brands to deliver “best-of-breed” B2B and B2C experiences through our revolutionary all-in-one platform and deployment
model. Our modular platform will seamlessly integrate with legacy and cloud platforms to power a multitude of commerce experiences, including
digital payments, financial wellness and more.
Merchant Services
Our core historical business is merchant transaction services. We create
revenue by processing payments for credit and debit cards via POS (point of sale) equipment, eCommerce gateways, periodic ACH payments
and gift & loyalty programs. We currently support over 100 merchants representing dozens of market verticals in managing their financial
transactions.
Each merchant has unique needs for payment processing. As a result,
we have a variety of processing partners to meet each merchant’s requirements. In addition to these needs, we take into consideration
certain aspects of each business in choosing the optimal processing partner including risk, volume, customer service, integration capabilities,
product features and profitability.
Digital Financial Technology Platform consisting
of Omnichannel Payments and Digital Banking
To power commerce experiences, our digital financial technology platform
incorporates two distinct product pillars: (1) omnichannel digital payments featuring patented SMS text payment technology and (2) digital
banking capabilities. The omnichannel payments pillar will consist of several stand-alone solutions, including hosted ecommerce checkout,
a flexible payment gateway, patented text payment technology, alternative payment methods (APMs), as well as mobile and contactless payments.
The Platform’s digital banking pillar will supply financial institutions with technology to give their customers – businesses,
professionals, and individuals the ability to better manage their finances anywhere, anytime and at a fraction of the cost of traditional
banking and financial services.
Developing and deploying customized commerce experiences runs atop
the Platform stack. This will include 1) open and private payment and digital banking APIs, 2) select third-party APIs centered on personalization
and automation, 3) white labeling 4) online collaboration and development tools, and 5) optional professional services engagement and
support.
Similar to experience-focused offerings, our Platform powers immersive
content, conversion, marketing automation, payment, and value transfer capabilities for nearly every online and offline shopping, banking,
and financial services scenario. Additionally, our Platform experiences can be taken off-the-shelf or tapped into via modern APIs to build
and embed fully branded and customizable experiences.
In many cases, our products and services are both available off-the-shelf
or through embedded commerce experiences. For example, our patented text payment capabilities can be licensed off-the-shelf, so our clients
can take advantage of quick market entry while doing this without any lifting or technical requirements. Alternatively, text payment capabilities
and feature sets are available via our open APIs so businesses can embed and customize the experience, i.e. alter the onboarding experience
and subscription triggers.
We believe text payment’s simple payment process has widespread
application and potential for widespread adoption by mobile users because it utilizes a technology many end users are comfortable with
and use daily. The process is quick and user-friendly allowing businesses to simply expand their payment receiving capabilities. The integration
of direct, reliable, instant, and familiar text messaging with secure payments is a vital step in how we believe we bridge the gap between
Fintech and mobile wireless systems.
Our white-label, digital banking technology platform with payment capabilities
will equip financial institutions (Fis), technology providers and brands with a digital “bank-in-a-box” – also referred
to as our Banking-as-a-Service (BaaS) product. Furthermore, our Platform will enable multi-channel, pure digital financial services products
unlike many other providers in the world. It incorporates a “plug-and-play” capability to facilitate deep integration with
payment gateways, POS merchant services, alternative payment mechanisms, open-banking, ERP (“Enterprise Resource Planning”),
CRM and web and mobile user interfaces to form an end-to-end, embedded, payment acceptance and digital banking solution that drives innovative
and disruptive digital distribution products. Anticipated products include:
· Neo-Banking for consumers and SMEs;
· Embedded B2B and consumer virtual payments (VCNs);
· P2P money transfer;
· Payroll, expenses, management and B2C and G2C disbursements;
· Treasury management;
Other attributes to our Platform will include:
Our Platform continues to be developed including integration, testing
and proper technical certifications before market readiness and client delivery. We expect that our Platform will continue to evolve as
discussed to continually provide ongoing improvements, new features and functions and improved opportunities to deliver best in class
experiences to the markets we serve.
Employees
As of the date of this annual report, we have
eighteen 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
AppTech recognizes the importance of developing, implementing, and
maintaining strong cybersecurity measures to safeguard our information systems and protect our data's privacy and 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 Company’s employees, contractors,
and temporary workers about cybersecurity risks, including sending test phishing emails for training purposes to all users of the Company’s
email system.
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.
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, 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 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.
Item 2. Properties
Our headquarters is located at 5876 Owens Avenue,
Suite 100, Carlsbad, Ca 92008, consisting of approximately 3,000 square feet of office space. Our lease on this facility expires in February
2025. We anticipate that following the expiration of the lease, during the term of the current lease, depending on various factors, we
will be able to lease or purchase additional or alternative space at commercially reasonable terms.
In September 2022, the Company opened a new office in Austin’s
emerging tech hub to expand operations and foster growth. The first year lease is $11 thousand.
The Company later extended the lease, the second year lease is $14 thousand.
Item 3. Legal Proceedings
Convertible Note and Warrant Lawsuit
On July
14, 2021, EMA Financial LLC, a Delaware limited liability company (“EMAF”), filed a complaint in the United States District
Court for the Southern District of New York against the Company alleging breach of contract. On September 2, 2021, EMAF filed a motion
for summary judgment. AppTech filed a motion to dismiss EMAF’s complaint in its entirety. On September 13, 2022, the court denied
AppTech’s motion to dismiss, and granted EMAF’s motion for summary judgment in part and denied in part. On December 8, 2022,
the United States District Court for the Southern District of New York awarded damages to EMA for $1.2 million. On December 15, 2022,
AppTech appealed the judgment to the United States Court of Appeals for the Second Circuit. In January 2023, the Company secured a cash
backed bond for $1.3 million for the appeal. On, or about, April 23, 2023, EMAF and AppTech entered into a settlement and release agreement
providing for, among other things, a settlement amount of $880,000 and mutually releasing all claims arising from the Agreements. The
case closed on our about April 27, 2023. The related convertible note, warrants, and derivative liabilities were extinguished resulting
in a gain of $250 thousand during the year ended December 31, 2023.
NCR Lawsuit
On November 30, 2022, AppTech filed a complaint
against NCR Payment Solutions, LLC in the United States District Court for the Southern District of California alleging Breach of Contract,
Breach of Implied Covenant of Good Faith and Fair Dealing, Specific Performance and Accounting. NCR filed a motion to dismiss, motion
to transfer venue and motion to compel arbitration. Both parties are actively working to settle the claim.
Infinios Financial Services (formerly NEC Payments
B.S.C.)
On October 1, 2020, the Company entered into a strategic partnership with Infinios Financial Services BSC
(formally NEC Payments B.S.C) (“Infinios”) through a series of agreements, which included the following: (a) Subscription
License and Services Agreement; (b) Digital Banking Platform Operating Agreement; (c) Subscription License Order Form; and (d) Registration
Rights Agreement (collectively, the “Agreements”).
On February 11, 2021, the Company entered into an amended and restated Subscription License and Services
Agreement, Digital Banking Platform Operating Agreement and Subscription License Order Form with Infinios (collectively, the “Restated
Agreements”). The gross total fees due under the Restated Agreements are $2.2 million excluding pass-through costs associated with
infrastructure hosting fees.
In the years of 2021 and 2022, the Company paid Infinios $1.8 million and issued to an Infinios' affiliate
about 1,895,948 shares of common stock of the Company.
On May 4, 2023, unsatisfied with Infinios’ performance of its contractual obligations, the Company
notified Infinios of its intent to terminate its relationship and commenced a good-faith negotiation with Infinios regarding the termination
terms.
In June 2023, Infinios turned off all its services, and the Company wrote off the $6.1 million net capitalized
asset as it was deemed to be impaired.
On or about October 5, 2023, Infinios filed a
demand for arbitration and a Statement of Claim before the International Centre for Dispute Resolution, Case No. 01-23-0004-3881 (the
“Arbitration Claim”). In the Arbitration Claim, Infinios asserts claims for breach of contract, quantum meruit, and account
stated. Infinios alleges damages of $598,525, and asserts a demand for the grant and registration of shares.
On November 13, 2023, the Company filed an Answer to the Arbitration Claim, along with Counterclaims for
breach of contract, fraudulent inducement, unjust enrichment, breach of fiduciary duty, and breach of the covenant of good faith and
fair dealing.
At a Preliminary Hearing held on February 22, 2024, hearing dates of
August 12 and 13, 2024, August 19 and 20, 2024, and October 21 and 22, 2024 were scheduled.
While the Company will continue to pursue consensual means of resolving
this dispute, it intends to vigorously defend the claims in the Arbitration Claim, and prosecute the causes of action in its Counterclaims.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common
Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Our common stock has been registered with the
SEC since 1999 and trading on the OTC Pink Open Market since 2010. We successfully uplisted to NASDAQ on January 7, 2022 under the symbol
“APCX”. Our warrants are listed under the symbol “APCXW”. The Company joined the Russell Microcap® Index at
the conclusion of the 2023 Russell indexes annual reconstitution, effective after the US market opened on June 26, 2023.
Stockholder Data
As of April 1, 2024, 24,684,317 shares of
our common stock were outstanding and held of record by 5,168 stockholders, and 14 shares of preferred stock 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
None.
Item 6. RESERVED
Item 7. Management’s 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 Management’s 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
The financial services industry is going through a period of intensive growth driven by the advancement of
technology and the rapid rise of contactless transactions due to societal changes, in part, as a response to COVID-19. End-users expect
ease of use and an enhanced user experience in all their daily financial interactions. In this rapidly evolving digital marketplace,
businesses have broad and frequently changing requirements to meet consumer expectations and operational efficiencies to maintain their
competitive edge.
To flourish in this environment, businesses need to adopt new technologies
to engage, communicate and process payments and manage payouts with their customers from a supplier that widely supports innovation and
adaptation as the industry evolves. We believe our technologies will greatly increase the adoption of omni-channel payments and digital
banking solutions in sectors that must quickly adapt and migrate to new, secure digital Fintech technologies. By embracing advancements
in the payment and banking industries, we are well-positioned to meet the growing needs of existing and prospective clients and intend
for our current and future products to be at the forefront of solving these accelerated market needs.
AppTech’s all-in-one Fintech platform, FinZeoTM, delivers best-in-class financial technologies
and capabilities through an ever-evolving modular cloud/edge-based architecture. The FinZeo platform houses a large array of financial
products and services that can be implemented off-the-shelf or customized via modern APIs. Within its FinZeo platform, AppTech offers
Payments-as-a-Service (“PaaS”), Banking-as-a-Service (“BaaS”), and the CommerseTM Portal.
FinZeo provides PaaS via integrated solutions for frictionless digital and mobile payment acceptance. These
solutions provide advanced payment processing solutions by catering to the unique needs of each merchant. FinZeo’s PaaS solutions
include ACH (automatic clearing house), credit & debit cards, eCheck, mobile processing, electronic billing, and text-to-pay. PaaS
will also solve for multi-use case, multi-channel, API-driven, account-based issuer processing for card, digital tokens, and payment
transfer transactions.
AppTech is positioned to further accelerate digital transformation
through BaaS, layered with financial management tools that empower financial institutions to provide businesses, professionals, and individuals
with the ability to better manage their finances anywhere, anytime at a fraction of the cost of traditional banking and financial services.
BaaS fosters an ecosystem of immersive and scalable digital financial management services, including FinZeo's groundbreaking automated
underwriting portal. By digitizing the underwriting process, Automated Underwriting expedites business onboarding with its intuitive digital
application and e-signature capabilities. This portal offers customizable pricing, risk models, and access to multiple processors, ensuring
tailored solutions for diverse needs.
The Commerse Portal empowers Independent Sales Organizations (ISOs)
and Independent Software Vendors (ISVs) to seamlessly integrate their businesses, facilitating swift technology adoption. By leveraging
the Commerse portal, ISOs/ISVs can streamline operations and foster growth, meeting the economic demands of their merchants. Through personalized
portals, ISOs/ISVs have the flexibility to select and integrate FinZeo payments and banking services, thereby enhancing their offerings
to clients.
FinZeo has a flexible architecture and can be fully white labeled
to allow for rich, personalized payment and banking experiences. This cloud-based platform packages together elements of AppTech’s
intellectual property, BaaS, PaaS and CommerseTM Portal to create a one-hub connection point of multi-tenant portals giving
the merchant, ISO/ISV, and each customer a well-defined user experience.
AppTech was reincorporated in Delaware on December
23, 2021. During this time, the business name was changed to AppTech Payments Corp. AppTech’s executive offices are located at 5876
Owens Avenue, Suite 100, Carlsbad, California 92008. The Company’s phone number is (760) 707-5959. The Company’s website address
is www.apptechcorp.com. AppTech does not incorporate the information on or accessible through our website into this report. The Company
has included our website address in this report solely as an inactive textual reference.
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 processing services to businesses.
Expenses
Cost of Revenue. 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. General and
administrative expenses include professional services, rent and utilities, and other operating costs.
Research and development. Research and
development costs include costs of acquiring patents and other unproven technologies, contractor fees and other costs associated with
the development of the SMS short code texting platform, contract and outside services.
Interest expense, net. Our interest expense
consists of interest on our outstanding indebtedness and amortization of debt issuance costs.
Results of Operations
This section includes a summary of our historical results of operations, followed by detailed comparisons
of our results for years ended December 31, 2023 and 2022, respectively. We have derived this data from our annual consolidated
financial statements included elsewhere in this report.
Year Ended December 31, 2023
Compared to Year Ended December 31, 2022
(in thousands, except per share data)
The following table presents our historical results of operations for
the periods indicated:
Year ended December 31 Change
Operating expenses
Excess fair value of equity issuance over assets received – 904 (904 ) (100)%
Other income (expenses)
Change in fair value of Derivative Liability 27 166 (139 ) (84)%
Loss on debt extinguishment (17 ) – (17 ) (100)%
Provision for income taxes – – – –
Revenue
Revenue was approximately $504 thousand for the year ended December 31,
2023, compared to $450 thousand for the year ended December 31, 2022, representing an increase of 12%. The increase was principally
driven by the new licensing revenue and offset by lower merchant processing revenue.
Cost of Revenue
Cost of revenue was approximately $187 thousand
for the year ended December 31, 2023, compared to $220 thousand for the year ended December 31, 2022, representing a decrease
of 15%. The decrease was principally driven by lower transaction volume, and the licensing revenue has no corresponding costs of revenue.
General and Administrative Expenses
General and administrative expenses was
approximately $9.9 million for the year ended December 31, 2023, compared to $8.0 million or the year ended
December 31, 2022, representing an increase of 23%. The increase was primarily driven by
an increased stock-based compensation of $0.9 million for the year ended December 31, 2023.
Excess fair value of equity issuance over assets
received
Excess fair value of equity issuance over assets
received expenses was none for the year ended December 31, 2023.
Excess fair value of equity issuance over assets
received expenses were approximately $904 thousand for the year ended December 31, 2022. In
connection with the shares to be issued as part of the HotHand acquisition, and to be in compliance with its anti-dilution provision with
Infiinios, the Company accrued an additional 39,706 shares of its common stock at $1.81 per share for a total of $72 thousand.
The shares have not been issued to Infinios as of December 31, 2022.
Research and Development Expenses
Research and development expenses were approximately $3.5 million for
the year ended December 31, 2023, compared to $7.6 million for the year ended December 31, 2022, representing a decrease
of 54%. The decrease was primarily due to lower stock based compensation.
Interest Expense, net
Interest expense, net was approximately $0.1 million
for the year ended December 31, 2023, compared to $0.4 million for the year ended December 31, 2022, representing a decrease
of 88%. The decrease was primarily due to the Company's repayment of forbearance loan and interest in February 2023.
Change in Fair Value of Derivative Liability
Change in fair value of derivative liability was
approximately $27 thousand for the year ended December 31, 2023, compared to $166 thousand for the year ended December 31, 2022,
representing a decrease of 84%. The decrease was primarily due to the Company's settlement of the notes and warrants that contained the
embedded derivative liabilities in April 2023.