Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On
Each Purchase Warrant has an exercise price of
The offering is expected to result in gross proceeds to the Company of
approximately
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. Additionally, each of the directors and officers of the Company, pursuant to lock-up agreements (the "Lock-Up Agreements"), agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following the closing of the offering.
On
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
Pursuant to the Purchase Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not issue, or enter into any agreement to issue or announce the issuance or proposed issuance of Common Stock for a period of ninety (90) days following the closing of the offering and that (ii) it will not enter into an at-the-market offering or variable rate transaction for a period of one (1) year following the closing of the offering.
The offering is being made pursuant to a registration statement on Form S-3
(File No. 333-265526), which was filed by the Company with the
The Placement Agent Agreement, Purchase Agreement, form of Lock-Up Agreement and form of Common Warrant, are filed as Exhibits 1.1, 10.1, and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement, Purchase Agreement, Lock-Up Agreements and Purchase Warrants are qualified in their entirety by reference to such exhibits.
Item 8.01. Other Events.
The Company issued a press release announcing the offering of its securities on
Item 9.01. Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Placement Agent Agreement, datedJanuary 30, 2023 , betweenAppTech Payments Corp. and EF Hutton, division ofBenchmark Investments, LLC 4.1 Form of Purchase Warrant 5.1 Opinion ofNelson Mullins Riley & Scarborough LLP 10.1+ Securities Purchase Agreement, datedJanuary 30, 2023 , by and betweenAppTech Payments Corp. and the Purchaser 10.2 Form of Lock-Up Agreement 23.1 Consent ofNelson Mullins Riley & Scarborough LLP (contained in Exhibit 5.1) 99.1 Press Release, datedJanuary 31, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and
will be furnished on a supplemental basis to the Securities and Exchange
Commission upon request.
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