Material Event Form 8 K

Item 8.01 Other Events.

As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 12, 2024, on July 11, 2024, AppTech Payments Corp. (the "Company") closed a private placement offering (the "Offering") of One Million One Hundred Thousand Dollars ($1,100,000.00) in principal amount of the Company's 6% convertible debenture (the "Debenture") and a warrant (the "Warrant") to purchase up to 750,000 shares of the Company's common stock (the "Warrant Shares") to a certain investor (the "Purchaser"). The Warrant expires five years from its date of issuance and is exercisable at any time, at the option of the holder, at an exercise price equal to $1.16 (the "Exercise Price"), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Warrant is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitle any person the right to acquire, shares of common stock, at an effective price per share that is lower than the then Exercise Price. In the event of any such anti-dilutive event, the Exercise Price shall be reduced at the option of the holder to such lower effective price of the dilutive event. The Warrant Shares were registered under the Securities Act of 1933 pursuant to the registration statement on Form S-1 (File No. 333-281409), which was declared effective by the SEC on August 22, 2024. In connection with a certain inducement transaction between the Company and a third party, as previously disclosed on a Form 8-K filed with the SEC on August 29, 2024, the Exercise Price of the Warrant was reduced to $0.70 per share. Effective as of August 29, 2024, the Warrant was exercised cashless pursuant to the terms of the Warrant, resulting in the issuance of 521,739 freely tradeable shares of the Company's common stock.