8-K: AppTech Acquires InfinitusPay, Boosts BaaS Platform

AppTech Payments Corp. has acquired InfinitusPay to strengthen its Banking-as-a-Service platform and accelerate scalable revenue growth.

Summary

• AppTech Payments Corp. acquired 100% of Infinitus Pay Inc. on October 31, 2025, making Infinitus a wholly-owned subsidiary.
• The total consideration for the acquisition includes an initial cash payment of $2,000,000, less any Infinitus Indebtedness.
• AppTech issued 1,000,000 newly-issued shares of its Common Stock (Closing Date Shares) to Infinitus shareholders.
• An additional 4,000,000 newly-issued shares of Common Stock (Lock-Up Shares) were issued, subject to selling restrictions.
• Warrants to purchase up to 4,000,000 shares of AppTech Common Stock were issued, with an exercise price of $3.00 per share, a five-year term, and exercisable once AppTech's stock closes at or above $3.00.
• A post-closing cash consideration of $1,000,000 is payable to shareholders within ten business days after Infinitus achieves $300,000 or more in monthly revenue for three consecutive months.
• Infinitus's CEO, Alan Carr, has been appointed as AppTech's new Chief Product Officer.
• The acquisition is expected to bolster AppTech's Banking-as-a-Service (BaaS) platform, enhance its technology and sales talent, and expand its customer portfolio.

Sentiment

Score: 8

Explanation: The acquisition is presented as a strategic move to enhance AppTech's core business, bringing in new technology, talent, and a profitable customer base. The consideration includes a significant equity component, aligning shareholder interests. While there are standard integration risks, the overall tone and stated benefits are highly positive for future growth.

Positives

• Acquisition of InfinitusPay strengthens AppTech's Banking-as-a-Service (BaaS) platform.
• The acquisition is expected to accelerate AppTech's ability to deliver intelligent, embedded financial solutions and expand its reach across digital commerce.
• Infinitus brings added technological and sales talent to AppTech.
• Infinitus has a growing customer portfolio and profitable operations.
• The transaction is a pivotal step towards shaping the future of payments for AppTech.
• The acquisition is aligned with AppTech's focus on scalable revenue growth.

Risks

• The Company's ability to successfully integrate InfinitusPay.
• Challenges in achieving anticipated synergies from the acquisition.
• Risks related to maintaining existing customer relationships of Infinitus.
• The Company's ability to respond effectively to competitive and regulatory developments in the payments industry.
• General risks described in the Company's SEC filings (Forms 10-K, 10-Q, and 8-K).

Future Outlook

The company anticipates strengthening its Banking-as-a-Service platform, accelerating its ability to deliver intelligent, embedded financial solutions, and expanding its reach across digital commerce. It expects to benefit from InfinitusPay's technology, sales talent, growing customer portfolio, and profitable operations, contributing to scalable revenue growth.

Management Comments

• "This acquisition marks a pivotal step toward shaping the future of payments." Thomas DeRosa, CEO of AppTech.
• "InfinitusPay's technology and team accelerate our ability to deliver intelligent, embedded financial solutions and expand our reach across digital commerce." Thomas DeRosa, CEO of AppTech.
• "Our teams are aligned in their focus on innovation, operational efficiency, and revenue generation." Alan Carr, CEO of InfinitusPay and newly appointed Chief Product Officer at AppTech.
• "Infinitus brings us added technological and sales talent, a growing customer portfolio and profitable operations." Albert Lord, Chairman.

Industry Context

This acquisition positions AppTech to capitalize on the growing trend of Banking-as-a-Service (BaaS) and embedded finance, where financial services are integrated directly into non-financial platforms. By acquiring InfinitusPay, AppTech aims to enhance its technological capabilities and expand its market presence in digital commerce, aligning with the broader industry shift towards integrated and frictionless payment solutions.

Comparison to Industry Standards

• The filing does not provide specific comparisons to comparable companies, projects, or results within the industry.

Management Changes

Corporate Governance

Related Party Transactions

• The acquisition itself involves related parties (Infinitus shareholders, including Kipp Bockhop and Alan Carr, who are also Guarantors and Key Employees).
• Kipp Bockhop, Alan Carr, and/or Outer Range Payments, LLC are required to transfer assets used in the business of Infinitus (e.g., Fortress, Braid Technologies, Inc. related assets, revenue interests in Infinitus contracts) to Infinitus prior to closing. This excludes assets used in Outer Range Payments, LLC's consulting activities or private equity investments.

Stakeholder Impact

• Shareholders (AppTech): Potential for increased value through strategic growth, expanded platform, and new revenue streams, balanced against dilution from newly issued shares (1M immediate, 4M locked-up, 4M warrants).
• Shareholders (Infinitus): Received cash, AppTech common stock (immediate and locked-up), and warrants in exchange for their Infinitus shares.
• Employees (Infinitus): Key employees like Alan Carr are integrated into AppTech management (Chief Product Officer), suggesting continuity and new opportunities. Employment agreements are part of the transaction.
• Customers (Infinitus): Expected to benefit from enhanced BaaS platform and broader digital commerce reach.
• Management (AppTech): Strengthened by new talent and technology from Infinitus.
• Creditors: The initial cash consideration is reduced by any Infinitus Indebtedness, implying some debt settlement.

Next Steps

• Integration of InfinitusPay into AppTech's operations.
• AppTech Board of Directors to use best efforts to appoint one designee of the Guarantors (Kipp Bockhop or Alan Carr) as a director, provided shareholders hold at least 3,000,000 shares of Common Stock.
• Entry into a Management Rights Agreement with the Guarantors.
• Payment of $1,000,000 post-closing cash consideration upon Infinitus achieving $300,000 in monthly revenue for three consecutive months.
• Shareholders to adhere to the Lock-Up Agreement for the 4,000,000 Lock-Up Shares.
• Potential exercise of warrants to purchase up to 4,000,000 shares at $3.00 per share once AppTech Common Stock closes at or above $3.00.

Key Dates

Recommendation

The acquisition of InfinitusPay is a strategically sound move for AppTech, directly bolstering its core Banking-as-a-Service platform and accelerating its growth trajectory in digital commerce. The integration of Infinitus's profitable operations, technology, and sales talent, along with the appointment of its CEO as AppTech's Chief Product Officer, suggests a well-planned synergy. The contingent cash consideration tied to Infinitus's revenue performance aligns incentives for continued growth. While there is some share dilution, the long-term strategic benefits and the potential for increased market share in a high-growth sector make this a compelling 'buy' for investors looking for exposure to an expanding fintech player.

Keywords

AppTech Payments Corp., Infinitus Pay Inc., Acquisition, Banking-as-a-Service, BaaS, Fintech, Payments Technology, Digital Financial Services, Corporate Governance, Stock Purchase Agreement, Warrants, Common Stock, SEC Filing, APCX