AppTech Payments Corp. entered into a Securities Purchase Agreement with GS Capital Partners, LLC on September 29, 2026, to issue a promissory note and common stock. Under the terms of the agreement, the Company issued a promissory note with an aggregate principal amount of $560,000. The note was issued with an original issue discount of $55,000, resulting in gross proceeds of $505,000 for the Company before transaction expenses.
The promissory note bears interest at a rate of 10% per annum and matures on November 28, 2027. The Company is required to make principal payments in six installments of $87,000 each, beginning 180 days after the issue date and continuing every 30 days for five months, with the final payment due on the maturity date. The note may be prepaid in whole or in part without penalty.
GS Capital has the option to convert the note into shares of AppTech's common stock at a fixed conversion price of $2.00 per share. In the event of a default, the conversion price is adjusted to 80% of the lowest volume-weighted average price (VWAP) of the common stock during the ten trading days prior to the conversion date, representing a 20% discount. The note also contains a beneficial ownership limitation of 4.99%.
In addition to the note, the Company issued 80,000 shares of its common stock to GS Capital. The transaction documents were not registered under the Securities Act of 1933 and were offered and sold pursuant to exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.
