AppYea (APYP) grants leaders large share stakes with anti-dilution rights

Rhea-AI Filing Summary

AppYea, Inc. entered into new consulting and equity arrangements with board member Yakir Abadi and Executive Chairman Eldar Edmund Grady. Each signed a consulting agreement providing a $30,000 monthly fee, retroactive to August 12, 2025, for three years, plus a severance payment equal to 36 months of base fees if terminated without cause or upon a change of control.

AppYea also signed a subscription agreement with each of them for 638,961,306 shares at $0.0001 per share, which becomes effective once the company increases its authorized share capital. The subscription includes performance milestones over five years, after which some or all shares may be returned to treasury if milestones are not met. Both individuals receive anti-dilution protection, with AppYea committing to issue additional shares to maintain their percentage ownership for up to $7 million of value received by the company.

Positive

• None.

Negative

• Material future share issuance risk: Each leader is slated to receive 638,961,306 shares at $0.0001 per share plus anti‑dilution protection tied to up to $7 million of value received by the company, creating potential for significant equity overhang.

Insights

Corporate governance and equity-structure analyst

AppYea grants large equity and strong protections to two leaders, creating potential overhang.

AppYea, Inc. has committed to significant long-term compensation for Yakir Abadi and Eldar Edmund Grady. Each consulting agreement provides a $30,000 monthly fee for three years, retroactive to August 12, 2025, and a severance obligation equal to 36 months of base fees if terminated without cause or upon a change of control. These terms lock in multi‑year cash commitments tied to leadership roles.

The subscription agreements add substantial equity components. Each party is slated to acquire 638,961,306 shares at $0.0001 per share, effective once authorized share capital is increased. The anti‑dilution provision requires the company to issue additional shares to keep their ownership percentages constant for up to $7 million of value received. This structure can materially increase share count over time, with actual impact depending on future capital‑raising or asset transactions disclosed in subsequent company filings.

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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

FAQ

What agreements did AppYea, Inc. (APYP) enter into with Yakir Abadi and Eldar Edmund Grady?

AppYea, Inc. entered into consulting agreements with Yakir Abadi and Eldar Edmund Grady, and a subscription agreement under which each is to purchase 638,961,306 shares at $0.0001 per share, subject to an increase in authorized share capital.

How much will AppYea pay Yakir Abadi and Eldar Edmund Grady under the new consulting agreements?

Each of Yakir Abadi and Eldar Edmund Grady is entitled to a monthly consulting fee of $30,000, retroactive to August 12, 2025, for a three‑year period, with potential severance equal to 36 months of base fees if terminated without cause or upon a change of control.

How many AppYea (APYP) shares are covered by the new subscription agreements and at what price?

Under the subscription agreements, each of Yakir Abadi and Eldar Edmund Grady is to purchase 638,961,306 shares of AppYea common stock at a per‑share purchase price of $0.0001, taking effect once AppYea increases its authorized share capital.

What anti-dilution protection do Yakir Abadi and Eldar Edmund Grady receive from AppYea?

The subscription agreement grants each of Yakir Abadi and Eldar Edmund Grady anti‑dilution protection: if AppYea issues common stock or convertible securities, the company will issue additional shares to them so their percentage ownership is maintained, for up to $7 million of value received by the company.

Are the AppYea subscription shares subject to performance milestones?

Yes. The subscription agreement states that if certain specified milestones are not achieved within five years, all or part of the subscription shares are to be returned to AppYea’s treasury.

What triggers severance payments under the AppYea consulting agreements?

If AppYea terminates a consulting agreement with Yakir Abadi or Eldar Edmund Grady for any reason other than cause, or if there is a change of control as defined in the agreements, the company must pay severance equal to 36 months of the base consulting fee.