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CMF Represents EF Hutton In $5 Million Registered Direct Offering And Concurrent Private Placement Of Apptech Payments Corp.

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CARLSBAD, Calif., Feb. 02, 2023 — 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.

About AppTech Payments Corp.

AppTech Payments Corp. (NASDAQ: APCX) is an innovative Fintech company whose mission is to deliver a better way for businesses to provide their customers with customizable, immersive commerce experiences. Commerse™, its all-new, patent-backed technology platform powering seamless omni-channel Commerce Experiences-as-a-Service (CXS), drives highly secure, scalable, cross-border digital banking, text-to-pay, and merchant services altogether from a single, unified stack designed to increase operational efficiencies and growth for businesses while providing the economic convenience their customers demand from today’s commerce experiences. For more information, visit apptechcorp.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.