AppYea (APYP) secures $750,000 and issues 20.45M share warrants

Rhea-AI Filing Summary

AppYea, Inc. reported an unregistered equity financing, accepting subscriptions totaling $750,000 from four qualified investors. In return, the company issued an aggregate 34,090,908 shares of common stock.

One investor provided $450,000 and also received warrants to purchase 20,454,545 additional common shares, exercisable for three years at a per-share exercise price of $0.026. The transaction relied on the Regulation S exemption from registration under the Securities Act of 1933.

Insights

Capital markets and micro-cap financing analyst

AppYea raises $750,000 via an offshore exempt equity and warrant financing, creating additional share and warrant overhang.

AppYea, Inc. accepted $750,000 from four qualified investors in exchange for 34,090,908 common shares. One investor contributed $450,000 and received warrants for a further 20,454,545 shares, giving that party significant potential future ownership if exercised.

The warrants are exercisable for three years at an exercise price of $0.026 per share, which defines the cash the company would receive if they are exercised. The financing was conducted under Regulation S, meaning the offer and sale occurred in an offshore transaction exempt from Securities Act registration.

This transaction brings in immediate cash while expanding both current share count and possible future dilution through the warrants. Actual impact on ownership structure depends on how these investors manage their positions and whether the warrants are exercised during the three-year term.

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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):January 27, 2026

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 3.02 Unregistered Sales of Equity Securities.

As of January 27, 2026, AppYea, Inc., a Nevada corporation (the “Company”) accepted subscriptions for $750,000 from four qualified investors in consideration of the issuance, in the aggregate, of 34,090,908 shares of the Company’s common stock and, with respect to one investor for $450,000, warrants to purchase an additional 20,454,545 shares of common stock, exercisable for a period three years and at per share exercise price $0.026.

The securities were placed by the Company in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
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: February 2, 2026

FAQ

What did AppYea (APYP) disclose in its latest 8-K filing?

AppYea disclosed a private, unregistered equity financing totaling $750,000. The company issued 34,090,908 common shares to four qualified investors and granted additional warrants to one investor, relying on the Regulation S exemption from Securities Act registration.

How many AppYea (APYP) shares were issued in this financing and to whom?

AppYea issued an aggregate 34,090,908 shares of common stock to four qualified investors. The filing does not break down individual allocations beyond noting that one investor provided $450,000 and also received warrants for additional shares.

What are the terms of the AppYea (APYP) warrants issued in this transaction?

One investor received warrants to purchase 20,454,545 AppYea common shares. These warrants are exercisable for a period of three years at a per-share exercise price of $0.026, potentially adding more equity if exercised during that term.

Which securities law exemption did AppYea (APYP) use for this $750,000 raise?

AppYea relied on the Regulation S exemption under the Securities Act of 1933. Regulation S allows certain offshore offerings and sales of securities to non-U.S. persons without registering the securities with the SEC in the United States.

Does AppYea (APYP) receive cash if the newly issued warrants are exercised?

If the warrants are exercised, AppYea would receive cash equal to the exercise price of $0.026 per share multiplied by the 20,454,545 warrant shares. The company already received $750,000 in subscription proceeds for the initial share issuance.

What is the potential impact of this AppYea (APYP) financing on its capital structure?

The financing immediately increases AppYea’s outstanding common shares by 34,090,908. It also introduces warrants for 20,454,545 additional shares, creating potential future dilution if exercised, while providing defined potential additional cash at the stated exercise price.