{"url_path":"/sec/apcx/8-k/2026-05-19/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1070050/0001683168-26-004120-index.html","accession_number":"0001683168-26-004120","cik":"0001070050","ticker":"APCX","issuer_name":"AppTech Payments Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1070050/0001683168-26-004120-index.html","primary_entity_key":"0001070050","primary_entity_name":"AppTech Payments Corp."},"word_count":667,"has_tables":true,"body_markdown":"**Item 5.02 Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn May 4, 2026, the Board of Directors (the “Board”)\nof AppTech Payments Corp. (the “Company”) discussed and approved certain executive leadership and governance matters, including\nthe designation of Albert L. Lord as Executive Chairman of the Company. In connection with such designation, Mr. Lord will no longer be\nconsidered an independent director under applicable corporate governance standards and will step down from the Compensation Committee.\n\n \n\nIn connection with such actions, the Board ratified\nemployment arrangements for Thomas DeRosa, the Company’s Chief Executive Officer, and Anthony Shall, the Company’s Chief Operating\nOfficer. The Company previously employed Mr. DeRosa and Mr. Shall in their respective executive officer roles, and the arrangements formalize\ncertain terms of their continuing employment with the Company.\n\n \n\nEffective May 4, 2026, the Company entered into\nan employment arrangement with Mr. DeRosa pursuant to which he will continue to serve as Chief Executive Officer of the Company. The arrangement\ncontemplates an annual base salary of $384,000 and eligibility for discretionary bonus compensation and participation in the Company’s\nequity incentive and employee benefit plans.\n\n \n\nEffective May 4, 2026, the Company entered into\nan employment arrangement with Mr. Shall pursuant to which he will continue to serve as Chief Operating Officer of the Company. The arrangement\ncontemplates an annual base salary of $240,000 and eligibility for discretionary bonus compensation and participation in the Company’s\nequity incentive and employee benefit plans.\n\n \n\nOn May 4, 2026, the Board of Directors of the\nCompany appointed Robert J. Lipstein to fill a vacancy on the Board, effective immediately. Mr. Lipstein will serve as an independent\nClass II director. The Board also appointed Mr. Lipstein as Chairman of the Audit Committee.\n\n \n\nMr. Lipstein, age 70, is a retired KPMG partner,\nwhere he served as Global SOX Leader and developed deep expertise across financial services, consumer/industrial sectors and information\ntechnology. During his tenure at KPMG, Mr. Lipstein led the operations of the firm’s largest advisory unit, overseeing more than\n2,000 employees and approximately $250 million in annual revenue. As Global SOX Leader, he created firm-wide audit and advisory methodologies,\nestablished risk protocols and managed relationships with regulators and standard setters. He has extensive capital markets experience,\nincluding experience with SEC filings, Form S-1 registration statements, Exchange Act filings and 1940 Act matters.\n\n \n\nMr. Lipstein currently serves on the boards of\nSeacoast Banking Corporation of Florida, Firstrust Savings Bank and its subsidiaries, and The Modern Mirror, and has announced his resignation\nfrom the board of Onfolio Holdings Inc. effective May 31, 2026. He previously served on the boards of Ocwen Financial Corporation and\nInfrasight Software.\n\n \n\nMr. Lipstein holds a B.S. degree from the University\nof Delaware, where he was named Alumni of the Year in 1996. He is a member of the AICPA and PICPA, completed the Wharton Board Governance\nProgram, and is an Emeritus Member of the Weinberg Center for Corporate Governance.\n\n \n\nThere are no arrangements or understandings between\nMr. Lipstein and any other person pursuant to which Mr. Lipstein was appointed as a director of the Company. There are no family relationships\nbetween Mr. Lipstein and any director or executive officer of the Company, and Mr. Lipstein does not have a direct or indirect material\ninterest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.\n\n \n\nMr. Lipstein will receive compensation for his\nservice as a non-employee director consistent with the Company’s standard non-employee director compensation program, as described\nin the Company’s filings with the Securities and Exchange Commission. No compensatory arrangement was entered into with Mr. Lipstein\nin connection with his appointment other than such standard non-employee director compensation.\n\n \n\n \n\n** **\n\n 2 \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of\nthe Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned\nhereunto duly authorized.\n\n \n\n \n**APPTECH PAYMENTS CORP.**\n\n \n \n \n\nDate: May 19, 2026\nBy:\n*/s/ Thomas DeRosa*\n\n \n \nThomas DeRosa\n\n \n \nChief Executive Officer\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n 3"}