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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	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 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
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 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 14, 2025, the registrant had 33,988,934 shares of common stock issued and outstanding.

AppTech Payments Corp.

Form 10-Q

Table of Contents

		Page
	Part I

	Special Note Regarding Forward-Looking Statements and Projections	3
Item 1.	Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	26

	Part II

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
	Signatures	29

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 financial statements contained in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q, the words “AppTech Payments,” “we,” “us,” the “registrant” or the “Company” refer to AppTech Payments Corp.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

APPTECH PAYMENTS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO UNAUDITED FINANCIAL STATEMENTS

(The financial statements have been condensed for presentation purposes)

	Pages

Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	5

Consolidated Statements of Operations for the Three and Six Months ended June 30, 2025 and 2024	6

Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2025 and 2024	7

Consolidated Statements of Cash Flows for the Six Months ended June 30, 2025 and 2024	8

Notes to the Consolidated Financial Statements	9

APPTECH PAYMENTS CORP.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(UNAUDITED)

(in thousands, except shares and per share data)


	June 30, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	138		$	868
Accounts receivable		86			43
Prepaid expenses		173			159
Equity receivable		–			1,350
Total current assets		397			2,420
Note Receivable		250			–
Interest Receivable		36			–
Right of use asset		53			86
Security deposit		87			86
Intangible assets, net of accumulated amortization		2,930			3,410
Goodwill		1,161			1,161
Capitalized software development, net of accumulated amortization		1,572			1,823
TOTAL ASSETS	$	6,486		$	8,986
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,921		$	1,853
Accrued liabilities		1,365			1,519
Notes payable		250			–
Convertible notes payable, net of discount of $57		303			–
Right of use liability		52			68
Total current liabilities		3,891			3,440
Long-term liabilities
Right of use liability, net of current portion		–			18
Notes payable, net of current portion		60			61
Total long-term liabilities		60			79
TOTAL LIABILITIES		3,951			3,519
Commitments and contingencies (Note 7)		–			–
Stockholders’ equity
Series A preferred stock; $0.001 par value; 100,000 shares authorized; 14 shares issued and outstanding at June 30, 2025 and December 31, 2024		–			–
Common stock, $0.001 par value; 105,263,158 shares authorized; 33,988,934 and 33,278,934 issued and outstanding at June 30, 2025 and December 31, 2024, respectively		34			33
Additional paid-in capital		175,699			174,131
Accumulated deficit		(173,198	)		(168,697	)
Total stockholders’ equity		2,535			5,467
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,486		$	8,986

See accompanying notes to the consolidated financial statements.

APPTECH PAYMENTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 and 2024

(UNAUDITED)

(in thousands, except shares and per share data)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Revenues	$	291		$	76		$	508		$	181
Cost of revenues		107			14			235			25
Gross profit		184			62			273			156

Operating expenses:
Selling, general and administrative, including stock based compensation of $33 and $462 for the three months ended June 30, 2025 and 2024, respectively, $869 and $909 for the six months ended June 30, 2025 and 2024, respectively		1,155			2,320			3,120			4,803
Research and development, including stock based compensation of $0 and $91 for the three months ended June 30, 2025 and 2024, respectively, $0 and $131 for the six months ended June 30, 2025 and 2024, respectively		910			633			1,690			1,276
Total operating expenses		2,065			2,953			4,810			6,079

Loss from operations		(1,881	)		(2,891	)		(4,537	)		(5,923	)

Other income (expenses)
Interest income (expense)		26			(32	)		(7	)		(35	)
Change in fair value of derivative liability		–			–			13			–
Other income (expenses)		(5	)		1			30			(1	)
Total other expenses		21			(31	)		36			(36	)

Loss before provision for income taxes		(1,860	)		(2,922	)		(4,501	)		(5,959	)
Provision for income taxes		–			–			–			–
Net loss	$	(1,860	)	$	(2,922	)	$	(4,501	)	$	(5,959	)

Basic and diluted net loss per common share	$	(0.06	)	$	(0.12	)	$	(0.13	)	$	(0.25	)
Weighted-average number of shares used basic and diluted per share amounts		33,647,045			24,765,307			33,467,000			23,653,211

See accompanying notes to the consolidated financial statements.

APPTECH PAYMENTS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 and 2024

(UNAUDITED)

(in thousands, except shares and 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		–		–		–		–		–		(3,037	)		(3,037	)
Stock based compensation		–		–		55,000		1		486		–			487
Net proceeds from sale of common shares		–		–		2,423,180		2		2,436		–			2,438
Balance March 31, 2024		14	$	–		24,729,922	$	25	$	166,843	$	(162,786	)	$	4,082
Net loss		–		–		–		–		–		(2,922	)		(2,922	)
Stock based compensation		–		–		105,000		–		553		–			553
Shares issued with note payable		–		–		30,000		–		27		–			27
Balance June 30, 2024		14	$	–		24,864,922	$	25	$	167,423	$	(165,708	)	$	1,740

	Series A Preferred				Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance December 31, 2024		14	$	–		33,278,934	$	33	$	174,131	$	(168,697	)	$	5,467
Net loss		–		–		–		–		–		(2,641	)		(2,641	)
Stock based compensation		–		–		10,000		–		836		–			836
Balance March 31, 2025		14	$	–		33,288,934	$	33	$	174,967	$	(171,338	)	$	3,662
Net loss		–		–		–		–		–		(1,860	)		(1,860	)
Stock based compensation		–		–		–		–		33		–			33
Net proceeds from sale of common shares		–		–		700,000		1		699		–			700
Balance June 30, 2025		14	$	–		33,988,934	$	34	$	175,699	$	(173,198	)	$	2,535

See accompanying notes to the consolidated financial statements.

APPTECH PAYMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

(UNAUDITED)

(in thousands, except shares and per share data)


	June 30, 2025			June 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,501	)	$	(5,959	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		869			1,040
Amortization of intangible assets and software		731			693
Gain on debt extinguishment		(13	)		–
Amortization of debt discount		3			17
Changes in operating assets and liabilities:
Accounts receivable		(45	)		16
Prepaid expenses		(14	)		(102	)
Interest receivable		(36	)		–
Accounts payable		80			781
Accrued liabilities		(153	)		(283	)
Deferred revenue		–			(94	)
Right of use asset and liability, net		(1	)		(10	)
Net cash used in operating activities		(3,080	)		(3,901	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock		700			2,438
Proceeds from equity receivable		1,350			–
Proceeds from convertible notes payable		300			–
Proceeds from note payable		–			200
Repayment of notes payable		–			(2	)
Net cash provided by financing activities		2,350			2,636
Changes in cash and cash equivalents		(730	)		(1,265	)
Cash and cash equivalents, beginning of period		868			1,281
Cash and cash equivalents, end of period	$	138		$	16
Supplemental disclosures of cash flows information:
Cash paid for interest	$	31		$	2
Cash paid for income taxes	$	–		$	–
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of stock for prepaid services	$	–		$	111
Non-cash discount on issuance		60			–
Assumption of note payable through issuance of note receivable	$	250		$	–
Common stock issued with note payable	$	–		$	27

See accompanying notes to the consolidated financial statements.

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 Company’s proprietary software will provide progressive and adaptable products that will be 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 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.

The shares related to the 7.5% preferred share equity stake in PayToMe.co have not been issued as of the date of this filing. Additionally, PayToMe.co was a related party to AppTech. A former senior member of the Company sits on PayToMe.co's board of directors and AppTech's former Chief Financial Officer is married to its founder and Chief Executive Officer.

Purchase of Alliance Partners, LLC

On October 13, 2023, the Company entered into a purchase agreement to acquire 100% of Alliance Partners, LLC, a Nevada based software development limited liability company (“Alliance Partners”). As consideration for the purchase, the Company agreed to pay the seller total consideration of $2 million in cash and assume certain short-term and long-term liabilities of Alliance Partners. The primary reason for the Purchase was to acquire Alliance Partners’ intellectual property, personnel, and software platform, which is now AppTech’s platform “FinZeo”.

The Company closed the Purchase on October 26, 2023.

On October 31, 2023, the Company issued 1 million shares of its common stock to an entity owned by the seller. In exchange for the shares, the seller waived, cancelled, and forgave the long-term debt of Alliance Partners.

The remaining outstanding payable related to the original purchase price as of June 30, 2025 is $1,200 thousand, and the payable is secured by substantially all the Company’s assets.

Management’s Plan to Address Going Concern Considerations

The Company has experienced recurring operating losses, primarily due to limited revenues. 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 of the Company. 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended June 30, 2025 and June 30, 2024. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in unaudited condensed consolidated financial statements that have been prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes related thereto and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. The interim results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.

Basis of Consolidation

The consolidated unaudited financial statements include the accounts of AppTech, and wholly owned subsidiaries of which the Company is the primary beneficiary. 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.

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.

The accounts receivable from merchant services are paid by the financial institutions on a monthly basis. As of June 30, 2025, 58% of the accounts receivable balance was generated from two customers. As of December 31, 2024, the top three customers accounted for 88% of total accounts receivable.

For the six months ended June 30, 2025, 66% of the Company’s revenue was generated from two customers. For the six months ended June 30, 2024, the top three customers represented 82% of total revenues. The loss of a top customer would have a significant impact on the Company's financials.

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.

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 recorded as cost of revenues.

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 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. The Company performs a goodwill impairment test annually.

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.

Research and Development

In accordance with ASC 730, Research and Development (“R&D”) costs are expensed when incurred. R&D costs include costs of acquiring patents and other unproven technologies, contractor fees and other costs associated with the development of our core banking platform, contract and other outside services. Total R&D costs for the six months ended June 30, 2025 and 2024 were approximately $1,690 thousand and $1,276 thousand, respectively.

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, and convertible preferred stock.

The number of common stock equivalents not included in diluted income per share was 26,560,392 and 10,702,946 for the six months ended June 30, 2025 and 2024, respectively. The weighted average number of common stock equivalents is not included in diluted income (loss) per share because the effects are anti-dilutive.


	June 30, 2025		June 30, 2024
Series A preferred stock		1,148		1,148
Warrants		21,031,627		7,489,960
Options		5,527,617		3,211,838
Total		26,560,392		10,702,946

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 Company’s 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 Company’s 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.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODMs review several key metrics, which include the following:

Key metrics used in segment reporting


	Three Months Ended June 30,
	2025		2024

Revenues	$	291	$	76
Total operating expenses	$	2,065	$	2,953


	Six Months Ended June 30,
	2025		2024

Revenues	$	508	$	181
Total operating expenses	$	4,810	$	6,079

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.

New Accounting Pronouncements

The FASB issues Accounting Standards Updates (“ASUs”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those ASU’s issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

NOTE 3 – INTANGIBLE ASSETS

Intellectual Property

The Company has two patent portfolios. As of June 30, 2025 and December 31, 2024, the gross value of patents is $407 thousand and accumulated amortization is approximately $407 thousand and $368 thousand, respectively.

As of June 30, 2025 and December 31, 2024, the gross value of acquired technology is $4,400 thousand and accumulated amortization is approximately $1,470 thousand and $1,029 thousand, respectively.


Intellectual Property	June 30, 2025			December 31, 2024
Beginning balance	$	3,410		$	4,428
Acquisition of intangible assets		–			–
Amortization expenses		(480	)		(1,018	)
Ending balance	$	2,930		$	3,410

Capitalized Development Cost

The Company capitalizes certain costs related to the development of its digital payment and banking platform.

As of June 30, 2025, and December 31, 2024, the gross value of capitalized development cost is $2,647 thousand and accumulated amortization is approximately $1,075 thousand and $824 thousand, respectively.


Capitalized Development Cost	June 30, 2025			December 31, 2024
Beginning balance	$	1,823		$	1,147
Additions		–			1,081
Impairment		–			–
Amortization expenses		(251	)		(405	)
Ending balance	$	1,572		$	1,823

Goodwill

On October 26, 2023, the Company completed the Purchase of Alliance Partners. The difference between the fair value of the purchase price and the net assets acquired is recorded as goodwill. As of June 30, 2025, the Company recorded goodwill of approximately $1,161 thousand.

See Note 1 - Purchase of Alliance Partners, LLC.

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities as of June 30, 2025 and December 31, 2024 are as follows:

Schedule of accrued liabilities
	June 30, 2025		December 31, 2024
Payables due to seller for acquisition	$	1,200	$	1,200
Accrued payroll		83		202
Accrued residuals		–		15
Other		82		102
Total accrued liabilities	$	1,365	$	1,519

In connection with the original Purchase of Alliance Partners, $1,200 thousand remained outstanding as of June 30, 2025 and December 31, 2024. The payable amount is secured by substantially all the Company's assets.

See Note 1 Purchase of Alliance Partners, LLC.

NOTE 5 – 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 June 30, 2025 and December 31, 2024, the balance of the note payable was $60 thousand and $61 thousand, respectively.

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 perpetual licensing fee (payable in six equal monthly installments through October 1) 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 can be converted into equity of the software provider’s Company. The note receivable matures on June 2026, and may be converted early if a financing event occurs. The note payable is due on demand but no later than June 30, 2026 and the interest expense incurred is paid out quarterly. As of June 30, 2025, the principal and accrued interest on the note receivable was $250 thousand and $36 thousand, respectively. In addition, the $250 thousand obligation to the bank is recorded as a current liability and the accrued interest expense of $6 thousand is recorded in accrued expenses.

On June 18, 2025, the Company entered a six-month unsecured convertible note agreement with Eleven 11 Management LLC, a third-party lender, with a principal value of $360 thousand. The discount on the note was $60 thousand and the note bears interest of $18 thousand over the six-month term. At full term, total monies of $378 thousand are due or the note can be converted into common stock. The stated interest rate on the note is 10%. The maturity date of the note is December 18, 2025, but it can be converted early at a $2 conversion price. If a default occurs, the note could be converted into shares of common stock at 80% of the volume weighted average price. As of June 30, 2025, the principal and accrued interest on the note are $360 thousand and $1 thousand, respectively.

NOTE 6 – 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 rent expense was $40 thousand and $37 thousand for the six months ended June 30, 2025 and 2024, respectively.

NOTE 7 – 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.

Litigation with Former Employees

On May 3, 2024, the Company was sued by three former employees over severance payments. On February 14, 2025, the Company filed a cross complaint against the plaintiffs for breach of fiduciary duty and breach of contract. In March 2025, the Company settled its lawsuit for $172 thousand. The first payment of $86 thousand was made in March 2025 and the second in May 2025.

Litigation with Former Law Firm

On March 13, 2025, Moses Singer, LLP, as the claimant, opened an arbitration case with the American Arbitration Association against AppTech for unpaid invoices totaling $416 thousand. The Company has responded to Claimant Moses & Singer’s Arbitration Demand and Statement of Facts on May 1, 2025. The Company believes we can come to an agreement before the arbitration hearing and we intend to work with the claimant to resolve this case. The invoiced amount is already reflected in accounts payable.

NOTE 8 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

The Company is authorized to issue 100,000 shares of $0.001 par value Series A preferred stock (“Series A”). There were fourteen (14) shares of Series A preferred stock outstanding as of June 30, 2025 and December 31, 2024. Series A stockholders 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 Company’s board of directors (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 stockholders 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 stockholder’s discretion.

Common Stock

As of June 30, 2025 and December 31, 2024, the Company was 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 33,988,934 as of June 30, 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 for Services

During the six months ended June 30, 2025 and 2024, the Company issued 10,000 and 160,000, respectively, shares of common stock to a consultant in connection with business development and professional services. The Company valued the common stock issuances at $4 thousand and $175 thousand, respectively, based upon the closing market price of the Company’s common stock on the date of the agreement.

Stock Issued related to Acquisition

On March 1, 2024, the Company issued 15,000 shares of common stock to the former owner of Alliance Partners as consideration for extending the payment due date for the remaining balance of the Purchase consideration due.

See Note 1 - Purchase of Alliance Partners, LLC.

Equity Receivable

As of June 30, 2025, $1,350 thousand was collected as part of the equity receivable with AFIOS Partners, 1,350 thousand warrants were issued with an exercise price of $0.90 and 2,025 thousand warrants were issued with an exercise price of $1.20. An additional $500 thousand was received in May 2025 and $200 thousand in June 2025. As part of its investment, AFIOS Partners received 700 thousand shares of restricted stock, 700 thousand warrants with an exercise price of $0.90, and 1,050 thousand warrants with an exercise price of $1.20.

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 Company’s 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 Company’s 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 Company’s Equity Incentive Plan. As of June 30, 2025, 279,579 shares were cancelled as part of employee terminations and 1,250 thousand shares were added to the plan as part of the shareholder meeting. In total as of June 30, 2025, 2,037,746 shares are available for issuance.

On January 21, 2025, the Company extended the expiration term of vested and outstanding stock options to the former CFO. The fair value was calculated both on the modification date and prior to the modification. The Company recorded an option modification expense of $49 thousand.

During the six months ended June 30, 2025, the Company granted 2,042,911 options to purchase common stock. The grants included:

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.

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.

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.

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.

The following table summarizes option 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		2,042,911			0.67		–
Exercised		–			–		–
Cancelled		(1,962,079	)		1.94		–
Outstanding as of June 30, 2025		5,527,617		$	0.83		8.57
Outstanding as of June 30, 2025, vested		3,777,617		$	0.88		8.37

The unvested options include a total of 1,750 thousand options contingent upon reaching specified sales milestones.

During the six months ended June 30, 2025, the Company recorded $864 thousand in option expenses, which includes the modification expense noted above of $49 thousand.

The options vest in equal monthly installments ranging from immediately to 12 months. For the six months ended June 30, 2025, the fair value of the options were valued using a Black-Scholes option pricing model with the following assumptions:

Schedule of fair value assumptions
Market value of common stock on issuance date		$0.25 - $0.47
Exercise price		$0.42 - $1.05
Expected volatility		133.71% - 153.07%
Expected term (in years)		3.0 - 10.0
Risk-free interest rate		4.0% - 4.21%
Expected dividend yields		–

Warrants

As of June 30, 2025, the Company has 21,031,627 warrants outstanding. The following table summarizes warrant activity:

Schedule of warrant activity
	Number of Warrants		Weighted Average exercise price		Weighted Average remaining years
Outstanding December 31, 2024		15,906,627	$	1.76		4.25
Cancelled		–		–		–
Issued		5,125,000		1.08		–
Outstanding as of June 30, 2025		21,031,627	$	1.60		4.00

NOTE 9 – SUBSEQUENT EVENTS

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.

On July 8, 2025, the former Corporate Secretary resigned and his options were extended for three years.

On July 23, 2025, the Company entered a twelve-month unsecured convertible note agreement with Labrys Fund II, LP, with a principal value of $360 thousand dollars and an interest rate of 10%. The discount on the note was $60 thousand. The maturity date of the note is July 23, 2026. The note can be converted early at the lender’s discretion at a $2 conversion price. On after April 21, 2026, the note would be converted into shares of common stock at the lower of $2 or 80% of the volume weighted average price for the preceding 10 trading days.

On August 7, 2025, the Company entered a twelve-month unsecured convertible note agreement with GS Capital Partners, LLC with a principal value of $300 thousand dollars and an interest rate of 10%. The discount on the note was $50 thousand. The maturity date of the note is August 7, 2026, with fixed monthly payments beginning 180 days after issuance. The note can be converted early at the lender’s direction at a $2 conversion price. In the event of a default, the note would be converted into shares of common stock at the lower of $2 or 80% of the volume weighted average price for the preceding 10 trading days.

Item 2. 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 undergoing accelerated transformation driven by technological innovation and a rapidly evolving regulatory environment surrounding stablecoins and digital assets. Regulatory clarity around asset-backed stablecoins, custody solutions, and tokenized financial instruments is reshaping how digital financial services are structured, offered, and consumed. At the same time, advancements in blockchain infrastructure and real-time settlement capabilities are enabling more seamless, secure, and transparent user experiences. Consumers now expect intuitive access to compliant digital assets, while businesses must adapt to shifting oversight and operational requirements to stay competitive. In this dynamic landscape, organizations are challenged to balance innovation with compliance, delivering scalable, future-proof solutions that meet both market demands and regulatory expectations

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, FinZeo™, delivers 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”), and Banking-as-a-Service (“BaaS”).

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.

Also, Fintechs, Independent Sales Organizations (ISOs) and Independent Software Vendors (ISVs), can seamlessly integrate their businesses with the FinZeo Portal or BaaS solution, which facilitates swift technology adoption. By leveraging the FinZeo 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, and PaaS to create a one-hub connection point of multi-tenant portals giving the merchant, ISO/ISV, and each customer a well-defined user experience.

Recent Developments

The Company has successfully remedied its equity deficiency; however, it was unable to satisfy the $1.00 minimum bid price requirement for 10 consecutive business days, as mandated by Nasdaq Listing Rule 5550(a)(2). Consequently, the Company was delisted and transitioned to trading on the OTCQB market. Management remains committed to enhancing shareholder value and intends to pursue an uplisting to a national exchange before the end of the fiscal year.

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. 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, utilities, and other operating costs.

Research and development. Includes the internal and outsourced services costs incurred to maintain and further develop the FinZeo platform, 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 three and six months ended June 30, 2025 and 2024, respectively.

Revenue

Revenue was approximately $291 thousand for the three months ended June 30, 2025, compared to $76 thousand for the three months ended June 30, 2024, representing an increase of 283%. For the six months ended June 30, 2025 and 2024, revenue was approximately $508 thousand and $181 thousand representing an increase of 181%. The increase was principally driven by an increase of our ISO and lending revenue.

Cost of Revenue

Cost of revenue was approximately $107 thousand for the three months ended June 30, 2025, compared to $14 thousand for the three months ended June 30, 2024, representing an increase of $93. For the six months ended June 30, 2025 and 2024, cost of revenue was approximately $235 thousand and $25 thousand, representing an increase of $210 thousand. The increase was driven by the revenue share with our ISO partners.

General and Administrative Expenses

General and administrative expenses were approximately $1,155 thousand for the three months ended June 30, 2025, compared to $2,320 thousand for the three months ended June 30, 2024, representing a decrease of $1,165 thousand. The reduction was mainly driven by lower salaries and professional services.

General and administrative expenses were approximately $3,120 thousand and $4,803 thousand for the six months ended June 30, 2025 and 2024, respectively, representing a decrease of 35%. The decrease was driven by lower professional fees, salaries, and stock based compensation.

Research and Development Expenses

Research and development expenses were approximately $910 thousand for the three months ended June 30, 2025, compared to $633 thousand for the three months ended June 30, 2024, representing an increase of $277 thousand. The increase was due to higher third-party development costs related to maintaining and enhancing the FinZeo platform.

Research and development expenses were approximately $1,690 thousand and $1,276 thousand for the six months ended June 30, 2025 and 2024, respectively. The increase was driven by higher third-party costs related to maintaining and enhancing the platform.

Interest income (expense)

Interest income was approximately $26 thousand for the three months ended June 30, 2025, compared to an expense of $32 thousand for the three months ended June 30, 2024, representing an increase of $58 thousand. For the six months ended June 30, 2025 and 2024, interest expense decreased from $35 thousand to $7 thousand. The change was due to the interest related to the assigned agreement with our banking partners.

Gain on debt extinguishment

Gain on debt extinguishment was approximately $13 thousand for the three months ended June 30, 2025, compared to $0 for the three months ended June 30, 2024, representing an increase of $13 thousand. The increase was driven by reconciling journal entries and accrued expenses write-offs. The balance remained unchanged as of June 30, 2025.

Other income (expenses)

Other expense was $5 thousand for the three months ended June 30, 2025, compared to income of $1 thousand for the three months ended June 30, 2024. The decrease of $6 thousand was primarily driven by the interest expense related to the note assumption recorded in April 2025. For the six months ended June 30, 2025 compared to June 30, 2024, other expense increased from $1 thousand to other income of $30 thousand. The biggest driver was the credit balance with the state of Delaware.

Liquidity and Capital Resources

The Company routinely evaluates its immediate working capital needs and liquidity sources. For the three months ended June 30, 2025 and June 30, 2024, the Company maintained its liquidity sources primarily through cash and cash equivalents, and proceeds received from the AFIOS Partners investment.

Cash and cash equivalents at June 30, 2025 and December 31, 2024 were $138 thousand and $868 thousand, respectively.

Management's Plan to Address Going Concern Considerations

Management has restructured its operations, reduced its headcount, and is actively pursuing additional funding options. We are confident that two of 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.

Cash Flows

The following table presents a summary of cash flows from operating, investing and financing activities for the following comparative periods ($ in thousands).

	Six Months Ended June 30,
	2025			2024

Net cash used in operating activities	$	(3,080	)	$	(3,901	)
Net cash provided by investing activities	$	–		$	–
Net cash provided by financing activities	$	2,350		$	2,636

Cash Flow from Operating Activities

Net cash used in operating activities during the six months ended June 30, 2025, was approximately $3,080 thousand, which is comprised of (i) our net loss of $4,501 thousand, adjusted for non-cash expenses totaling $1,590 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) decreased by changes in operating assets and liabilities of approximately $169 thousand.

Net cash used in operating activities during the six months ended June 30, 2024, was approximately $3,901 thousand, which is comprised of (i) our net loss of $5,959 thousand, adjusted for non-cash expenses totaling $1,750 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) changes in operating assets and liabilities of approximately $308 thousand.

Cash Flow from Investing Activities

There was no cash used by investing activities during the three months ended June 30, 2025 and 2024.

Cash Flow from Financing Activities

During the six months ended June 30, 2025, net cash provided by financing activities was $2,350 thousand, which consists of proceeds received on the outstanding equity receivable at year-end, additional funds related to the Afios investment, and a convertible note executed in June 2025.

During the six months ended June 30, 2024, net cash provided by financing activities was approximately $2,636 thousand. This amount primarily consists of $1,800 thousand in net proceeds from the issuance of common shares in our public offering, $700 thousand from the At-The-Market (ATM) offering, and a $200 thousand loan in June 2024.

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 goodwill impairment and intangible assets, and equity-based compensation. 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 June 30, 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.

Equity-Based Compensation: We estimate the fair value of stock options granted using the Black-Scholes option pricing model, which requires input of subjective assumptions. The model inputs include expected stock price volatility, expected term, risk-free interest rate, and dividend yield. The assumptions about future stock price volatility and the option’s expected term involve significant judgments based on historical data and future expectations. The reported equity-based compensation expense is sensitive to changes in the volatility assumption. An increase in expected volatility could materially impact the amount of compensation expense recognized.

Goodwill Impairment

Goodwill Impairment Testing: The process requires an annual test for impairment of goodwill, and more frequent testing if certain indicators suggest that the goodwill might be impaired. This assessment involves comparing the carrying amount of a reporting unit, including goodwill, to its fair value. Key estimates in determining fair value include: a) Cash Flow Projections: Utilizing the DCF method, management estimates future cash flows based on current performance, business plans, and expected market growth, introducing judgment due to forecasting uncertainties. b) Discount Rate: The discount rate, reflecting the WACC and adjusted for unit-specific risks, is crucial for present value calculations, with changes significantly affecting fair value estimations; c) Long-term Growth Rates: Assumptions on sustainable growth rates impact the terminal value in the DCF model, thus influencing the overall fair value of the reporting unit.

Impairment Loss Calculation: The impairment loss, representing the excess of the carrying amount of goodwill over its implied fair value, is highly sensitive to the estimates and assumptions used in the fair value calculation. Small changes in cash flow projections, discount rates, or long-term growth rates can result in significant adjustments to the impairment loss recognized in the income statement. Given the dynamic nature of business conditions, technological advancements, and market competition, estimates used in goodwill impairment testing may change from one period to another. Management is tasked with regularly reviewing and updating these estimates to reflect the latest available information and market conditions.

Once an impairment loss is recognized, it is not reversible in subsequent periods. This finality places additional importance on the accuracy and reasonableness of the underlying estimates and assumptions.

Management concluded that the fair value of the goodwill recorded as part of the FinZeo acquisition significantly exceeds its carrying amount, and there is no significant risk of goodwill impairment based on current assumptions and market conditions.

Impairment of Long-Lived Assets

Our company evaluates long-lived assets, including capitalized software, for impairment when there are indicators that the carrying amount may not be recoverable. This process involves comparing the carrying amount to the expected future undiscounted cash flows from the asset. If the carrying amount exceeds the expected cash flows, an impairment charge is recognized to reduce the asset’s carrying amount to its fair value.

Indicators of impairment include significant underperformance against projections, market or economic downturns, and technological obsolescence. The fair value is determined using market data or discounted cash flow models. An impairment loss is recorded as an expense immediately.

Recent Accounting Pronouncements

As of June 30, 2025, there have been 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.

Item 3. 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 Form 10-Q, we are not required to provide the information required by this item.

Item 4. 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 effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of 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.

PART II - Other Information

Item 1. Legal Proceedings.

Litigation with Former Employees

Litigation with Former Law Firm

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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended June 30, 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 6. Exhibits.

EXHIBIT INDEX

Exhibit Number		Exhibit Title

31.1		Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated August 15, 2025

31.2		Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated August 15, 2025

32.1		Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated August 15, 2025

32.2		Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated August 15, 2025

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Schema Document

101.CAL		Inline XBRL Calculation Linkbase Document

101.DEF		Inline XBRL Definition Linkbase Document

101.LAB		Inline XBRL Label Linkbase Document

101.PRE		Inline XBRL Presentation Linkbase Document

104.0		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AppTech Payments Corp.


Date: August 14, 2025	By:	/s/ Thomas DeRosa
	Name:	Thomas DeRosa
	Title:	Interim Chief Executive Officer


Date: August 14, 2025	By:	/s/ Felipe A. Corrado IV
	Name:	Felipe A. Corrado IV
	Title:	Chief Financial Officer and Treasurer

AppTech Payments Corp. 10-Q