APCX · Read the filing

AppTech Payments Corp. 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, 2025

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 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 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 ☒

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 registrant’s proxy statement with respect to the registrant’s 2026 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, 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 6. [Reserved] 9

Item 7A. Qualitative and Quantitative Disclosures about Market Risk 16

Item 8. Financial Statements and Supplementary Data 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 14. Principal Accountant Fees and Services 20

Part IV

Item 15. Exhibits and Financial Statements Schedules 21

Index to Financial Statements 22

Exhibit Index 45

Signatures 50

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

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 bank’s 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 Company’s 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 Company’s ability to deliver efficient onboarding, consistent compliance processes, and a streamlined

path for clients to activate financial products, while maintaining the bank’s 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 AppTech’s 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 IP’s existing clients

but also enhances AppTech’s broader sales channel by equipping partners with tools to identify opportunities, monitor client

performance, and unlock client potential.

While the Company’s 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 Company’s operations, contributing approximately 10–15%

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 Company’s

broader financial technology strategy.

As a result of these efforts, AppTech emerges from 2025 as a fundamentally

different company—one 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 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 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 Statista’s 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 CUInsight’s 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 PwC’s Global Consumer Insights Survey.

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 platform’s 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 bank’s 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 AppTech’s

competitive position. IP’s cross-border payments, multi-currency capabilities, automated onboarding workflows, and compliance infrastructure

integrate directly into the AppTech Banking Platform, expanding the Company’s ability to support international commerce and embedded

finance use cases. IP’s partner portal strengthens AppTech’s sales ecosystem by providing detailed reporting and business

metrics that help identify opportunities, optimize performance, and accelerate adoption.

AppTech’s 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 AppTech’s 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 Company’s long-term growth objectives.

Finally, the Company’s 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 model—digital banking infrastructure combined with a stabilized payments business—positions AppTech to grow revenue

while expanding its presence across multiple segments of the financial services ecosystem.

Our Growth Strategy

AppTech’s 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 platform’s

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 Company’s strategy

is the full integration and expansion of the IP platform. By combining IP’s 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. IP’s 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 Company’s long-term growth objectives.

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 Company’s unified platform integrates digital banking, omnichannel payments, onboarding automation, compliance

workflows, and embedded financial services into a single, extensible architecture.

Merchant Services

AppTech’s 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 AppTech’s operations, contributing approximately 10–15% 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 Company’s broader financial technology strategy.

Digital Financial Technology Platform consisting of Omnichannel

Payments and Digital Banking

AppTech’s 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 AppTech’s solutions off-the-shelf or embed them directly into their own applications.

AppTech’s 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.

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

platform’s 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 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.

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.

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:

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.

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 AppTech’s acquisition of membership interests in a company

and the company’s 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 AppTech’s 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.

PART II

Item 5. Market for Registrant’s 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 December 31, 2025.

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.