APCX 10-K & 10-Q changes, risk factors and insider trading
AppTech Payments Corp. (also APCXW) · OTC · Services-Prepackaged Software · CIK 1070050 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Monthly Platform and Transaction-Based Fees”
Removed heading “Licensing Revenue”
Removed heading “Goodwill Impairment”
Removed heading “Impairment of Long-Lived Assets”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
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 ofsee in full comparisongoodwillintangibleimpairmentassets acquired as part of the business combination andintangible assets.related contingent consideration. 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.
Full comparison: every changed paragraph (59)
2025 was a defining year for AppTech Payments Corp. (“AppTech”). The Company entered the year with inherited structural, operational, and technological challenges that limited its ability to scale and compete effectively in the rapidly evolving financial services landscape. The legacy FinZeo acquisition, while strategically intended to position the Company in digital payments, required significant remediation. The inherited platform architecture was fragmented, the marketplace model was not commercially viable, and the product required substantial modernization to meet industry expectations. These issues constrained growth and created operational inefficiencies that needed to be addressed before the Company could pursue new opportunities.
Recognizing these challenges, the new management team undertook a comprehensive transformation of the Company. This included stabilizing operations, preserving existing revenue streams, restructuring internal processes, modernizing the technology stack, and repositioning the Company toward scalable, high-value financial technology infrastructure. The objective was not incremental improvement, but a fundamental repositioning of AppTech into a modern fintech infrastructure provider capable of supporting digital banking, embedded finance, and omnichannel payments at scale. By year-end, AppTech had rebuilt its foundation, aligned its teams, and established a clear strategic direction for long-term growth.
This transformation occurred during a period of rapid change in the financial services industry. Businesses, financial institutions, and technology platforms increasingly require modern, flexible, and compliant financial technology capable of supporting digital-first interactions, automated onboarding, and embedded financial services. The market is shifting toward unified platforms that reduce integration complexity, support multi-channel payment experiences, and deliver scalable financial services without requiring costly or disruptive changes to existing banking systems. Smaller and mid-sized banks, in particular, face mounting pressure to modernize their digital offerings but often lack the internal resources or infrastructure to do so effectively. These institutions represent a significant and underserved segment of the market.
To address these needs, AppTech deployed the AppTech Banking Platform, a modern financial services layer licensed and implemented in 2025. While architecturally similar to Banking-as-a-Service systems, AppTech positions this platform as a core Company technology rather than a traditional BaaS product. The platform enables digital banking capabilities, account-based processing, onboarding, compliance, and financial workflows through a unified, cloud-native architecture. It is designed as a multi-tenant, multi-bank system, allowing AppTech to support multiple financial institutions simultaneously and expand its banking partnerships over time. Importantly, the platform integrates alongside a bank’s existing core system rather than replacing it, enabling AppTech to deliver modern digital capabilities without requiring banks to undertake costly or disruptive system changes.
The Company’s first partner bank is now fully online and accepting clients through the AppTech Banking Platform. This relationship provides AppTech with a compliant and scalable foundation for delivering digital banking capabilities, account creation, payment services, and financial workflows. The close operational alignment between AppTech and its partner bank enhances the Company’s ability to deliver efficient onboarding, consistent compliance processes, and a streamlined path for clients to activate financial products, while maintaining the bank’s regulatory oversight and decision-making authority.
Building on this strengthened foundation, AppTech completed the acquisition of IP in late 2025. IP brings a profitable business, a growing customer portfolio, and a robust cross-border payments and onboarding platform that integrates directly into the AppTech Banking Platform. Its technology expands AppTech’s capabilities in global payment acceptance, international payouts, multi-currency transactions, automated recipient onboarding, and compliance workflows. IP also contributes a sophisticated partner portal that provides detailed reporting, business metrics, and operational insights. This portal not only supports IP’s existing clients but also enhances AppTech’s broader sales channel by equipping partners with tools to identify opportunities, monitor client performance, and unlock client potential.
While the Company’s long-term strategy is centered on digital banking and embedded financial services, AppTech continues to operate and generate revenue from its FinZeo Payments-as-a-Service (“PaaS”) business. FinZeo remains an active and revenue-producing component of the Company’s operations, contributing approximately 10–15% of total revenue in 2025. Although the inherited marketplace structure required modernization and the original product did not meet commercial expectations, the underlying PaaS capabilities continue to serve merchants, ISOs, and technology partners. The Company stabilized this business, preserved its revenue, and repositioned it as a strategic channel for identifying future opportunities aligned with the Company’s broader financial technology strategy.
As a result of these efforts, AppTech emerges from 2025 as a fundamentally different company—one with a modern technology foundation, a scalable business model, a strengthened leadership team, and a clear strategic direction. The Company is now positioned to participate meaningfully in the next generation of digital financial services, with a platform capable of supporting financial institutions, technology companies, and SMEs with scalable, customizable financial solutions that reduce integration complexity and accelerate time-to-market.
The financial services industry is going through a
period of intensive growth driven by the advancement of technology and the rapid rise of contactless transactions due to societal changes.
End-users expect ease of use and an enhanced user experience in all their daily financial interactions. In this rapidly evolving digital
marketplace, businesses have broad and frequently changing requirements to meet consumer expectations and operational efficiencies to
maintain their competitive edge.
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 best-in-class 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.
The FinZeo Portal for Independent Sales Organizations
(ISOs) and Independent Software Vendors (ISVs) to seamlessly integrate their businesses, facilitating 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.
Set up Fees
The Company provides one-time customer setup services that include gathering and validating required compliance documentation for its banking partners and performing the technical integration necessary to establish an operational merchant profile on the Company’s platform. As part of the setup, customers receive stand-alone value by receiving a named bank account with our banking partner that they can use independent of us. Setup services are satisfied at a point in time when the customer or subaccount is fully configured and enabled to transact on the platform. Revenue is recognized upon completion of setup, which generally coincides with month-end billing.
Monthly Platform and Transaction-Based Fees
Monthly recurring platform access fees and transaction-based fees represent consideration for continuous platform access and payment processing services and are recognized monthly as the services are performed. Transaction-based fees, which represent variable consideration, are recognized in the period in which the underlying transactions occur. Subaccount setup fees are recognized when the subaccount is established and made available for use.
Customers are invoiced in arrears at month-end, and amounts billed but not yet collected are recorded as accounts receivable.
Licensing Revenue
The Company is actively pursuing strategic partnership
agreements that license our technology for a fee. The licensing fee is deferred and recognized over the term of the service period or
contract.
Research and development. Includes the
internal internal
and outsourced services costs incurred to maintain and further develop the FinZeo platform,and IP platforms, and the development of additional
technology technology
needed to pursue new product offerings.
Other income (expenses). Consists of interest
on outstanding indebtedness, the change in value of derivative liabilities,indebtedness and the gain/loss on debt extinguishment.
Revenue was approximately $276$1,395 thousand for
the year
ended December 31, 2024,2025, compared to $504$276 thousand for the year ended December 31, 2023,2024, representing aan decreaseincrease of
$1,119 45%.thousand or 405.4%. The
decrease increase was principally driven by the cancellationlaunch of aour licensinglending arrangementrevenue vertical and athe reductionrevenue ingenerated
from legacythe processingIP revenue.platform.
Cost of revenue was approximately $52$624 thousand
for for
the year ended December 31, 2024,2025, compared to $187$52 thousand for the year ended December 31, 2023,2024, representing aan decreaseincrease
of of
72%.$572 thousand. The decreaseincrease was principally driven by lowerbank transactionfees volume.charged by our banking partner for our lending revenue vertical and
an increase to referral partner payouts related to the IP acquisition.
General
and administrative expenses decreased 21%
23.0% to approximately $7,794
$6,003 thousand for the year ended December 31, 2024,2025, from $9,873$7,794 thousand in 2023.2024. The reduction was mainly due
to lower salaries following
the Company’s restructuring planplan, lower professional fees, and a $1,240 thousand
decrease inless stock-based compensation for 2024.compensation.
Research and development expenses were approximately
approximately$2,347 thousand for the year ended December 31, 2025, compared to $1,977 thousand for the year ended December 31, 2024, comparedrepresenting
an increase of 18.7%. The increase was solely driven by the Company’s decision to $3,498 thousand forexpand the yeardevelopment ended December 31,
2023, representing a decrease of 43%. The decrease was primarily dueteam to lesslaunch stock-basedits compensationlending
vertical and the capitalizationadditional of
specificcosts softwarerelated developmentto costs.managing IP’s platform.
Interest Expense, netExpense
Interest
expense, netexpense was approximately $646$121 thousand
and $52$67 thousand for the years ended December 31, 20242025 and December 31, 2023,2024, respectively,
representing an increase of $594 $54
thousand. The increase was primarily due to the amortizationinterest ofexpense related to the debtconvertible discount.notes and liability assumption from our banking partner.
Gain on debt extinguishment
Change in Fair Value of Derivative Liability
ChangeThe ingain fairon valuedebt of derivative liabilityextinguishment was approximately
$0 for the year ended December 31, 2024, compared to $27$13 thousand for the year ended December 31, 2023,2025 representingcompared ato decrease
of$1,245 100%.thousand for the year ended December 31, 2024. The decrease
was primarily due to the Company'sCompany settlementextinguishing less of theits notespast and warrants that contained the embedded derivative liabilities
in April 2023.debt.
Loss on change in fair value of contingent consideration
The loss was approximately $174 thousand for the year ended December 31, 2025 compared to $0 for the year ended December 31, 2024. The change was due to the Company adjusting the earnout owed to the Sellers of IP.
Debt discount amortization
The debt discount amortization was approximately $104 thousand for the year ended December 31, 2025, compared to $579 thousand for the year ended December 31, 2024. The change was due to the amount of convertible debt incurred in FY 2025 versus the prior year.
Other expense was approximately $45 thousand for the year ended December 31, 2025, compared to other income of approximately $15 thousand for the year ended December 31, 2024, representing an increase of $30 thousand. The increase was primarily driven by interest income earned on the note receivable related to our banking parter relationship.
Other income was approximately $1,260 thousand for
the year ended December 31, 2024, compared to approximately $698 thousand for the year ended December 31, 2023, representing
an increase of $562 thousand or 81%. The increase was primarily driven by a $1,245 thousand gain from extinguishment of debt related to
2024, less the $430 thousand gain from the cancellation of stock repurchase liabilities and gain of $250 thousand from extinguishment
of debt related to 2023.
The Company routinely evaluates its immediate
working working
capital needs and liquidity sources. For the years ended December 31, 20242025 and 2023,2024, the Company maintained its liquidity sources
primarily primarily
through cash and cash equivalents, convertible notes, and proceeds received from various registered offerings such as public registered offerings and “at-the-market”
offerings (ATM). Additionally, we used equity and equity-linked instruments to pay
for services and compensation.
During the year ended December 31, 2024, we met
our immediate cash requirements through existing cash balances, public offerings, “at-the-market” offerings (ATM), a debt
financing, and a $2,500 thousand direct investment.
The Company has experienced recurring
operating losses,
primarily due to limited revenues.revenues and net cash used in operations. The Company's current financial conditions and recurring
losses raise substantial doubt about its ability
to continue as a going concern.
Net cash used in operating activities during the year ended December 31, 2025 was approximately $4,889 thousand, which is comprised of (i) our net loss of $7,920 thousand, adjusted for non-cash expenses totaling $2,716 thousand (which includes adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities of approximately $315 thousand.
Net cash used in operating activities during the year
ended December 31, 2023, was approximately $8,859 thousand, which is comprised of (i) our net loss of $18,512
thousand, adjusted for non-cash expenses totaling $10,306 thousand (which includes
adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities
of approximately $653 thousand.
Net cash used by investing activities during the year ended December 31, 2025 was approximately $1,884 thousand. This expenditure was primarily attributable to the acquisition of IP.
Net cash used by investing activities during the year
ended December 31, 2023 was approximately $500 thousand. This expenditure was primarily attributable to an initial payment of $500
thousand related to the acquisition of FinZeo.
Net cash provided by financing activities during the year ended December 31, 2025 was approximately $6,149 thousand, driven by net proceeds received of $3,550 thousand through the issuance of common shares and warrants, and $2,599 thousand proceeds received from notes payables, net of repayments.
Net cash provided by financing activities during
the year ended December 31, 2023 was approximately $7,178 thousand, driven by net proceeds received of $8,933 thousand through the
issuance of common shares and warrants in our public offerings, $33 thousand proceeds received from exercise of stock options
partially offset by repayment of loan and note payables of $1,788 thousand.
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 goodwillintangible impairmentassets acquired
as part of the business combination and intangible
assets.related contingent consideration. 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.
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.
As of December 31, 2024,2025, there was no significant
changes to our recently issued accounting pronouncements.pronouncements, except as described in Note 2 to our consolidated financial statements.
During the years ended December 31, 2024,2025,
and 2023,2024, 260,00010,000 shares and 460,000260,000 shares of common stock were issued to several consultants and employees in connection with business development,
development, professional, and employment services with a value of $267$5 thousand and $906$267 thousand, respectively.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Financial Operations Overview”
Largest changes
“The AppTech Banking Platform, licensed and deployed in 2025, is fully operational with the Company’s partner bank and continues onboarding clients in 2026. The platform supports digital account creation, payment services, compliance workflows, and financial operations through a unified, cloud-native architecture that integrates alongside a bank’s existing core system. Operational alignment with the partner bank has strengthened, improving onboarding efficiency and supporting the Company’s ability to scale additional financial institutions over time.”see in full comparison
Revenue was approximatelysee in full comparison$1,457 thousand$1,657 for the three months endedMarchJune31,30, 2026, compared to$217 thousand$291 for the three months endedMarchJune31,30, 2025, representing an increase of571%.469%. For the six months ended June 30, 2026 and 2025, revenue was approximately $3,114 and $508 representing an increase of 513%. The increase was primarily driven byour lending revenue vertical,the revenue generated from the IPplatform,platform and an increase of merchant processing revenue from our independent sales organization (“ISO”)., less the revenue lost from our BaaS offering and the business flow disruption with our principal banking partner.
Gain on debt extinguishment was approximately $194 for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025, representing an increase of $194. The gain on debt extinguishment was approximatelysee in full comparison$29thousand$224 and $13thousandfor thethreesix months endedMarchJune31,30, 2026 and 2025, respectively, representing an increase of$16$211.thousand.The increase wasdueprimarilytodriven by theCompany extinguishing lesssettlement ofitsourpastlegaldebt.dispute with our former law firm.
General and administrative expenses were approximatelysee in full comparison$3,284 thousand$1,441 for the three months endedMarchJune31,30, 2026, compared to$1,965 thousand$1,155 for the three months endedMarchJune31,30, 2025, representing an increase of $286. For the six months ended June 30, 2026 and 2025, general and administrative expenses were approximately $4,727 and $3,120 representing an increase of$1,319.52%. The increase was driven bystocklegalbasedexpenses,compensationstock-based compensation, and the accelerated vesting ofperformanceperformance-basedbasedshares.
“Net cash used in investing activities during the six months ended June 30, 2026 was $1, which is the difference between the refund of our security deposit from our previous corporate office and the deposit paid for our new office. There was no cash used by investing activities during the six months ended June 30, 2025.”see in full comparison
Full comparison: every changed paragraph (29)
The AppTech Banking Platform, licensed and deployed
in 2025, is fully operational with the Company’s partner bank and continues onboarding clients in 2026. The platform supports digital
account creation, payment services, compliance workflows, and financial operations through a unified, cloud-native architecture that integrates
alongside a bank’s existing core system. Operational alignment with the partner bank has strengthened, improving onboarding efficiency
and supporting the Company’s ability to scale additional financial institutions over time.
Financial Operations Overview
Financial Operations Overview (in thousands, except per share data) 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).
This section includes a summary of our historical
results of operations, followed by detailed comparisons of our results for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
The following table presents our historical results
of operations for the periods indicated:
Revenue was approximately $1,457 thousand$1,657 for
the three months
ended MarchJune 31,30, 2026, compared to $217 thousand$291 for the three months ended MarchJune 31,30, 2025, representing an
increase of 571%.469%. For the six months ended
June 30, 2026 and 2025, revenue was approximately $3,114 and $508 representing an increase of 513%. The increase was primarily driven
by our lending revenue vertical, the revenue generated from the IP platform,platform and an increase
of merchant processing revenue from our independent sales organization (“ISO”).,
less the revenue lost from our BaaS offering and the business flow disruption with our principal banking partner.
Cost of revenue was approximately $646$772 thousand
for the three
months ended MarchJune 31,30, 2026, compared to $128 thousand$107 for the three months ended MarchJune 31,30, 2025, representing
an increase of $518$665. thousand.For the six months
ended June 30, 2026 and 2025, cost of revenue was approximately $1,419 and $235, representing an increase of $1,184. The increase
was principally driven by fees owed to our ISO partner,partners, fees owed to our IP platformpayments processor,
and an increase to referral partner payouts
related to the IP.
General and administrative expenses were approximately
$3,284 thousand$1,441 for the three months ended MarchJune 31,30, 2026, compared to $1,965 thousand$1,155 for the three months ended MarchJune 31,
30, 2025, representing an increase
of $286. For the six months ended June 30, 2026 and 2025, general and administrative expenses were approximately $4,727 and $3,120
representing an increase of $1,319.52%. The increase was driven by stocklegal basedexpenses, compensationstock-based compensation, and the accelerated vesting of performanceperformance-based
based shares.
Research and development expenses were approximately
$375 thousand$332 for the three months ended MarchJune 31,30, 2026, compared to $780 thousand$910 for the three months ended MarchJune 31,30, 2025,
representing a decrease of $405$578.
For thousand.the six months ended June 30 2026 and 2025, research and development expenses were approximately $707 and $1,690. The decrease was
solely driven by the Company’s decision to lower its outsourced development
team.
InterestOther ExpenseIncome (Expenses)
Interest Income (Expenses)
Interest expense was approximately $196$209 thousandfor the three
andmonths $33ended thousandJune 30, 2026, compared to an income of $26 for the three months ended MarchJune 31, 2026 and30, 2025, respectively, representing an increase of $163$235. thousand.For
the six months ended June 30, 2026 and 2025, interest expense increased from $7 to $405. The
increase was due to the interest expense
related to the convertible notes and liability assumption from our banking partner.
Gain on debt extinguishment was approximately $194
for the three months ended June 30, 2026, compared to $0 for the three months ended June 30, 2025, representing an increase of $194. The
gain on debt extinguishment was approximately
$29 thousand$224 and $13 thousand for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, representing
an increase of $16$211. thousand.
The increase was dueprimarily todriven by the Company extinguishing lesssettlement of itsour pastlegal debt.dispute with our former law firm.
Loss on change in fair value of contingent
consideration
The loss was approximately $262 thousand and $0
for the three months ended March 31, 2026 and 2025, respectively, representing an increase of $262 thousand. The increase was due
to the Company adjusting the earnout owed to the Sellers of IP.
The debt discount amortization was approximately $104
$28 thousand and $0 for the three months ended MarchJune 31,30, 2026 and 2025, respectively,respectively. representingFor anthe increasesix ofmonths $28ended thousand.June 30, 2026 and 2025, discount
amortization increased to $132 from $0. The
change was due to the amount of convertible debt incurred in FY 2025.incurred.
Other income (expenses)
Other expense was approximately $3 thousand$5 for
the three months
ended MarchJune 31,30, 2026 and other income of $35 thousand for the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026 compared to June 30, 2025, representingother
expense a
decreasedecreased from an income of $38$30 thousand.to an expense of $6. The change was primarily driven by an adjustment to the state and federal
taxes credit.
The Company routinely evaluates its immediate working
working capital needs and liquidity sources. For the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, the Company maintained its
liquidity sources
primarily through cash and cash equivalents, convertible notes, and proceeds received from equity and equity-linked
instruments to pay
for services and compensation.
Cash and cash equivalents at MarchJune 31,30, 2026 and December
December 31, 2025 were $110 thousand$183 and $244 thousand, respectively.
Management
intends to maintain adequate working capital
and adhere to prudent financial forecasting. In Marchearly 2026, Management began implementing
comprehensive expense reduction strategies across
the Company’s operations to enhance financial stability.
Net cash used in operating activities during the six
three months ended MarchJune 31,30, 2026, was approximately $913 thousand,$1,689, which is comprised of (i) our net loss of $3,308$4,320, thousand,
adjusted for non-cash
expenses totaling $2,388 thousand$2,726 (which includes adjustments for equity-based
compensation, depreciation and amortization), and (ii) decreased
by changes in operating assets and liabilities of approximately $7 thousand.$95.
Net cash used in operating activities during the six
three months ended MarchJune 31,30, 2025, was approximately $1,801 thousand,$3,080, which is comprised of (i) our net loss of $2,641$4,501,
thousand, adjusted for non-cash expenses totaling $1,202 thousand$1,590 (which includes
adjustments for equity-based
compensation, depreciation and amortization), and (ii) decreased by changes in operating assets and liabilities
of approximately $362 thousand.$169.
Net cash used in investing activities during the six months ended June 30, 2026 was $1, which is the difference between the refund of our security deposit from our previous corporate office and the deposit paid for our new office. There was no cash used by investing activities during the six months ended June 30, 2025.
There was no cash used by investing activities
during the three months ended March 31, 2026 and 2025.
Net cash provided by financing activities during the
thesix yearmonths ended MarchJune 31,30, 2026 was approximately $779 thousand,$1,629, primarily reflecting $1,000 thousand of proceeds received from the related party participation
agreement, $877 received from the April 2026 convertible note and $500 received from a related party, partially offset by $221 thousand
$748 of repayments of convertible notes payable and other notes payable.
During the threesix months ended MarchJune 31,30, 2025,
net cash
provided by financing activities was $1,350 thousand,$2,350, which consists of proceeds received on the outstanding equity receivable
at year-end..year-end, additional
funds related to the Afios investment, and a convertible note executed in June 2025.
Critical accounting policies are those that we consider
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 MarchJune 31,30, 2026, 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.
As of MarchJune 31,30, 2026, there have been no significant
significant changes to our recently issued accounting pronouncements, except as described in Note 2 to our consolidated financial statements.
APCX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 16 Form 4 filings (4 insiders, 35 trade dates, 1,892,388 shares, about $117.2M) and open-market sales in 0 filings. Net open-market shares: 1,892,388 (purchases minus sales); net value about $117.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-03 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-09-02 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-09-01 | Lord Albert L |
Open-market purchase | 20,000 | $0.35 | $7.0K |
| 2026-08-31 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-08-28 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-08-27 | Lord Albert L |
Open-market purchase | 20,000 | $0.34 | $6.8K |
| 2026-08-27 | Corrado Felipe Amilcar Iv |
Open-market purchase | 10,000 | $0.36 | $3.6K |
| 2026-08-26 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-08-25 | Lord Albert L |
Open-market purchase | 20,000 | $0.35 | $7.0K |
| 2026-08-24 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-08-20 | Corrado Felipe Amilcar Iv |
Open-market purchase | 5,000 | $0.38 | $1.9K |
| 2026-08-20 | Corrado Felipe Amilcar Iv |
Open-market purchase | 5,000 | $0.37 | $1.9K |
| 2026-08-20 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-08-19 | Lord Albert L |
Open-market purchase | 20,000 | $0.37 | $7.4K |
| 2026-08-18 | Lord Albert L |
Open-market purchase | 20,000 | $0.35 | $7.0K |
| 2026-08-17 | Lord Albert L |
Open-market purchase | 20,000 | $0.39 | $7.8K |
| 2026-08-14 | Lord Albert L |
Open-market purchase | 20,000 | $0.39 | $7.8K |
| 2026-08-13 | Lord Albert L |
Open-market purchase | 20,000 | $0.38 | $7.6K |
| 2026-08-12 | Lord Albert L |
Open-market purchase | 20,000 | $0.37 | $7.4K |
| 2026-08-11 | Lord Albert L |
Open-market purchase | 20,000 | $0.36 | $7.2K |
| 2026-08-10 | Lord Albert L |
Open-market purchase | 20,000 | $0.37 | $7.4K |
| 2026-08-07 | Lord Albert L |
Open-market purchase | 20,000 | $0.40 | $8.0K |
| 2026-08-06 | Lord Albert L |
Open-market purchase | 20,000 | $0.40 | $8.0K |
| 2026-08-05 | Lord Albert L |
Open-market purchase | 20,000 | $0.39 | $7.8K |
| 2026-08-03 | Lord Albert L |
Open-market purchase | 20,000 | $0.29 | $5.8K |
| 2026-08-03 | Lord Albert L |
Open-market purchase | 20,000 | $2900.00 | $58.0M |
| 2026-07-31 | Lord Albert L |
Open-market purchase | 20,000 | $0.29 | $5.8K |
| 2026-07-31 | Lord Albert L |
Open-market purchase | 20,000 | $2895.00 | $57.9M |
| 2026-06-08 | Lord Albert L |
Open-market purchase | 17,120 | $0.50 | $8.6K |
| 2026-06-04 | Lord Albert L |
Open-market purchase | 70,000 | $0.49 | $34.3K |
| 2026-06-03 | Lord Albert L |
Open-market purchase | 70,000 | $0.48 | $33.6K |
| 2026-06-02 | Lord Albert L |
Open-market purchase | 70,000 | $0.39 | $27.3K |
| 2026-05-27 | Lipstein Robert J |
Open-market purchase | 7,000 | $0.35 | $2.5K |
| 2026-05-26 | Lipstein Robert J |
Open-market purchase | 82,274 | $0.35 | $28.8K |
| 2026-05-26 | Lipstein Robert J |
Open-market purchase | 12,726 | $0.33 | $4.2K |
| 2026-01-15 | Corrado Felipe Amilcar Iv |
Grant/award | 500,000 | — | — |
| 2025-12-01 | Walsh Calvin D |
Open-market purchase | 12,000 | $0.45 | $5.4K |
| 2025-11-26 | Walsh Calvin D |
Open-market purchase | 10,000 | $0.38 | $3.8K |
| 2025-11-25 | Walsh Calvin D |
Open-market purchase | 14,768 | $0.37 | $5.5K |
| 2025-11-24 | Walsh Calvin D |
Open-market purchase | 2,500 | $0.28 | $700 |
| 2025-10-31 | Lord Albert L |
Open-market purchase | 1,000,000 | $1.00 | $1.0M |
| 2025-05-23 | Corrado Felipe Amilcar Iv |
Open-market purchase | 4,000 | $0.24 | $960 |
Well-known investors holding APCX (13F)
None of the 59 investors we track reported a position in their latest 13F.