AppTech Payments Corp. (Nasdaq: APCX) (the “Company” or “AppTech”), an innovative Fintech company powering seamless, omni-channel commerce between businesses and consumers, today announced the closing of its previously announced $5.0 million registered direct offering (the “Registered Direct Offering”) with a single institutional investor to sell 1,666,667 shares of its common stock (the “Shares”) and warrants to purchase up to 1,666,667 shares (the “Warrants”) in a concurrent private placement (the “Private Placement”). The combined purchase price for one Share and one Warrant was $3.00. Each of the Warrants will have an exercise price of $4.64 per share of common stock and are exercisable on and after August 1, 2023. The Warrants will expire five years from the date on which they become exercisable. The aggregate gross proceeds from the Registered Direct Offering and the concurrent Private Placement were approximately $5.0 million before deducting placement agent fees and other estimated offering expenses.

AppTech intends to use the net proceeds from this offering and its existing cash for general corporate purposes, including integrating Commerse™ platform clients, acquisition capital, retiring all loan forbearance agreements, and working capital.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) acted as the exclusive placement agent for the offering.

Nelson Mullins Riley & Scarborough LLP acted as legal counsel to AppTech and Carmel, Milazzo & Feil LLP acted as legal counsel to EF Hutton.

The Shares are being offered pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-265526) previously filed on June 10, 2022 and declared effective by the Securities and Exchange Commission (“SEC”) on July 15, 2022. The offering of the Shares was made only by means of a prospectus supplement that forms a part of the registration statement. The Warrants issued in the Private Placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

A prospectus supplement describing the terms of the Registered Direct Offering and a Form 8-K relating to the Registered Direct Offering were filed by AppTech with the SEC and are available on the SEC’s website at http://www.sec.gov. An electronic copy of the prospectus supplement is available by contacting EF Hutton, division of Benchmark Investments, LLC, Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email atsyndicate@efhuttongroup.com, or by telephone at (212) 404-7002.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.