AppTech Payments Corp. announced that it has entered into agreement with new investor and private placement to issue 6% convertible debenture for the gross proceeds of $1,100,000 as principal amount for the aggregate gross proceeds of $1,000,000 on July 10, 2024 and a warrant to purchase 750,000 shares on July 10, 2024. Pursuant to a Securities Purchase Agreement, dated July 10, 2024, the Debenture was sold to the Purchaser for a purchase price of $1,000,000, representing an original issue discount of 10%.

In connection with the Offering, a non-accountable fee of $20,000 was withheld from the Purchase Price by the Purchaser to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement. The Company also paid certain placement fees and legal fees. The Company issued an aggregate of 100,000 shares of restricted common stock on the closing date as follows: 50,000 of the Commitment Shares to the Purchaser and 50,000 of the Commitment Shares to the Purchaser?s designee.

The Debenture matures twelve months from its date of issuance and bears interest at a rate of 6% per annum payable on the maturity date. The Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture plus all accrued and unpaid interest at a conversion price equal to $1.07. The Debenture is redeemable by the Company at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

In no event will the holder be entitled to convert any portion of the Debenture in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock, unless the holder delivers to the Company written notice at least 61 days prior to the effective date of such notice that the provision be adjusted to 9.99%. The Warrant expires five years from its date of issuance. The Warrant is exercisable, at the option of the holder, at any time, for up to 750,000 of shares of common stock of the Company at an exercise price equal to $1.16.

The Purchaser represented to the Company, that it is an ?accredited investor? (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the ?Securities Act?)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.