Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

As previously disclosed, AppTech Payments Corp. (the "Company" or "our") received a notice dated May 9, 2024, from the Nasdaq Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last thirty (30) consecutive business days, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). In addition, the Company received another notice dated August 21, 2024 from the Staff, notifying that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued listing (the "Minimum Stockholders' Equity Requirement"). On November 6, 2024, the Company received a delisting determination letter from the Staff indicating that the Company has not regained compliance with the Minimum Bid Price Requirement and, accordingly, its securities are subject to delisting from Nasdaq unless the Company timely requests an appeal of its determination before the Nasdaq Hearings Panel (the "Panel") by November 13, 2024. The Staff also requested the Company to address the concern of the compliance with the Minimum Stockholders' Equity Requirement if it appeals the Staff's determination. On November 12, 2024, the Company timely requested a hearing before the Panel to appeal the delisting determination by the Staff.

On November 22, 2024, the Company received a formal notice from Nasdaq that the Panel will consider its appeal at an oral hearing on January 14, 2025 (the "Hearing"). Accordingly, the delisting determination referenced in the Staff's delisting determination letter dated November 6, 2024, has been stayed, pending a final written decision by the Panel. At the Hearing, the Company will present its plan to regain compliance with the applicable Nasdaq listing requirements.

Following the Hearing, the Panel will issue a final written decision to the Company concerning the delisting determination. The timing of the Panel's final written decision is unknown and cannot be predicted with any certainty. There can be no assurance that the Company's plan will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with Nasdaq listing requirements.