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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):September 30, 2025
APPYEA,
INC.
| Nevada |
|
000-55403 |
|
46-1496846 |
| (State
or Other Jurisdiction |
|
(commission |
|
(IRS
Employer |
| Of
incorporation) |
|
File
Number) |
|
Identification
Number) |
| 16
Balfour Street, Jerusalem Israel |
|
00-00000 |
| (Address
of Principal Executive Offices) |
|
(Area
Code) |
(800)
674-3561
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
In
connection with the previously disclosed appointment by AppYea, Inc., a Nevada corporation (the “Company”) of Yakir Abadi
(“YA”) to the Company’s board of directors and Eldar Edmund Grady (“EG”) as Executive Chairman, on September
30, 2025, the Company entered into a consulting agreement with YK (the “YK Consulting Agreement”) and with EG (the “EG
Consulting Agreement”). Under the terms of each of the YK Consulting Agreement and the EG Consulting Agreement, each of YA and
EG is entitled to a monthly fee of $30,000, retroactive to August 12, 2025 (in each case the “Base Fee”) for a three year
period. In addition, in the event that the Company decides to terminate a consulting agreement for any reason other than cause (as defined
in each agreement) or there is Change of Control (as defined in each agreement), then the Company is to pay to YK or EG, as the case
may be, a severance payment equal to 36 months Base Fee. In addition, each of YK and EG is entitled to reimbursement.
On
September 30, 2025, the Company and each of YA and EG also entered into a subscription agreement (the “Subscription Agreement”)
for the purchase by each of YK and EG of 638,961,306 shares (the “Subscription Shares”) at a per share purchase price of
$0.0001. The Subscription Agreement goes into effect upon the increase in the Company’s authorized share capital. The Subscription
Agreement provides that if certain specified milestones are not achieved with five (5) years then all or part of the Subscription Shares
are to be returned to Company’s treasury. In addition, under the Subscription Agreement, each of YA and EG are entitled to anti-dilution
protection, such that in the event of any issuance by the Company of shares of Common Stock or securities convertible into shares of
Common Stock, whether for cash, in exchange for assets, services, or pursuant to debt conversion or otherwise, the Company shall issue
additional shares to YA and EG so that their respective percentage ownership shall be maintained following such issuance, provided
that such anti-dilution protection shall be afforded for up to $7 million of value received by the Company, whether measured
in gross proceeds, value of assets recorded on the Company’s financial statements or otherwise. Any adjustment shall be made at
the end of each quarter following the release of the financial statements for the quarter in which the value was received.
Copies
of the YA Consulting Agreement, the EG Consulting Agreement and the form of Subscription are filed as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Current Report on Form 8-K. The description of the agreement is a summary only and is qualified in its
entirety by reference to Exhibits 10.1, 10.2 and 10.3.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure in Item 1.01 above is hereby incorporated into this Item 3.02.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Consulting Agreement dated as of September 30, 2025 among Appyea Inc., A B Global Heights Ltd. and Yakir abadi |
| 10.2 |
|
Consulting Agreement dated as of September 30, 2025 among Appyea Inc., Talniri Ltd. and Edmund Grady |
| 10.3 |
|
Form of Subscription Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AppYea,
Inc. |
| |
|
|
| |
By: |
/s/
Ron Mekler |
| |
Name:
|
Ron
Mekler |
| |
Title: |
Chief
Financial Officer |
Date:
October 3, 2025
