APPYEA (APYP) delays 10-Q filing after Techlott acquisition; expects larger loss

Rhea-AI Filing Summary

APPYEA, Inc. notifies the SEC it will file a late Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says delays arose from compiling required information and finalizing purchase accounting for its December 31, 2025 acquisition of the Techlott Lottery Solutions assets. APPYEA states it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The company also discloses it expects a materially greater net loss for the three months ended March 31, 2026 versus the three months ended March 31, 2025, driven by amortization of acquired intangible assets and higher general and administrative expenses related to post-acquisition expansion. Timing and quantitative details remain under finalization.

Insights

Accounting/CFO Analyst

Late 10-Q driven by acquisition accounting and integration work.

The filing states the delay reflects time needed to compile information and complete purchase accounting for the December 31, 2025 acquisition of Techlott Lottery Solutions assets. Purchase accounting and fair-value allocations commonly extend close-period close processes and require coordination with valuation specialists and auditors.

The company discloses increased amortization and higher general and administrative expenses are expected to make the March 31, 2026 net loss materially greater versus the prior-year quarter. Absent numeric detail, stakeholders should expect the Form 10-Q to provide finalized purchase accounting entries, amortization schedules, and updated expense run rates when filed within the stated five-calendar-day extension.

Corporate Transactions Analyst

Acquisition shifts business into blockchain-based lottery operations; impacts reported results.

The company says the Techlott asset acquisition drives a transition into the blockchain-based lottery industry and will affect operating results via intangible asset amortization and expanded management costs. Those items are explicitly cited as drivers of a materially greater net loss for the quarter.

Future disclosure in the forthcoming Form 10-Q should include purchase price allocation, identified intangible asset lives, and the scope of increased operating costs. Cash-flow treatment and specific accounting estimates were not provided in this notice.

Key Figures

Quarter end: March 31, 2026 Acquisition date: December 31, 2025 Filing commitment: fifth calendar day +2 more

5 metrics

Quarter end March 31, 2026 period covered by the delayed Form 10-Q

Acquisition date December 31, 2025 Techlott Lottery Solutions assets acquisition

Filing commitment fifth calendar day will file Form 10-Q no later than the fifth calendar day following the prescribed due date

Comparative quarter March 31, 2025 prior-year quarter used for comparison

Notice date May 15, 2026 date the 12b-25 notification was signed

Key Terms

Form 12b-25, purchase accounting, amortization of intangible assets, blockchain-based lottery industry

4 terms

Form 12b-25 regulatory

"The Registrant could not complete the filing of its Quarterly Report on Form 10-Q"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

purchase accounting financial

"purchase accounting for the Techlott transaction are still being finalized"

Purchase accounting is the method used to record a company acquisition by treating the buyer as if it bought each asset and assumed each liability at their fair values on the purchase date. It matters to investors because this re‑valuation can create or change visible items like goodwill, cause future earnings to be lower or higher as costs are spread out, and alter balance sheet strength—much like re‑tagging items and debts after buying a house affects your net worth and monthly costs.

amortization of intangible assets financial

"operating results for the quarter will reflect amortization of intangible assets acquired"

Amortization of intangible assets is the accounting practice of spreading the purchase cost of non-physical items—like patents, trademarks, or customer lists—over their expected useful life. Investors care because this non-cash charge reduces reported profits and book value over time, affecting earnings trends and valuation, even though it does not immediately change the company’s cash; think of it as paying off a large one-time purchase in small, regular amounts on the books.

blockchain-based lottery industry other

"resulting transition into the blockchain-based lottery industry"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K

☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For

Period Ended: March 31, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

APPYEA, INC.

Full Name of Registrant

N/A

Former Name if Applicable

6 Balfour St,

Address of Principal Executive Office (Street and Number)

Jerusalem, Israel

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(C)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 within the prescribed time period due to the delay in obtaining and compiling information required to be included in the Company’s Form 10-Q, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, Registrant will file its Quarterly Report on Form 10-Q no later than the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Ron Mekler		800		674-3561
	(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates a significant change in its results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting the Company’s December 31, 2025 acquisition of the Techlott Lottery Solutions assets and its resulting transition into the blockchain-based lottery industry. The Company’s operating results for the quarter will reflect, among other things, amortization of intangible assets acquired in the Techlott transaction and increased general and administrative expenses associated with the expansion of the Company’s management team and operations during late 2025 and early 2026. The Company expects its net loss for the three months ended March 31, 2026 to be materially greater than its net loss for the three months ended March 31, 2025. The Company is unable to provide a reasonable quantitative estimate of the anticipated change at this time because its financial statements for the quarter, including purchase accounting for the Techlott transaction, are still being finalized.

APPYEA, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By:	/s/ Ron Mekler
		Ron Mekler
	Title:	Chief Financial Officer

FAQ

Why did APPYEA (APYP) file a Form 12b-25 delaying its 10-Q?

The company delayed because it needed additional time to compile information and finalize purchase accounting related to its Dec 31, 2025 Techlott acquisition. Finalization of valuations and accounting allocations required work that could not be completed without unreasonable effort or expense.

When will APPYEA (APYP) file the delayed Form 10-Q?

APPYEA commits to file its Quarterly Report on Form 10-Q no later than the fifth calendar day following the prescribed due date, consistent with Rule 12b-25(b). The exact filing date will appear on the filed Form 10-Q.

How will the Techlott acquisition affect APPYEA’s March 31, 2026 results?

The company expects a materially greater net loss for the quarter ended March 31, 2026 due to amortization of intangible assets from the Techlott transaction and higher general and administrative expenses tied to expanded management and operations.

Does the 12b-25 notice provide a numeric estimate of the increased net loss?

No numeric estimate is provided; the notice states purchase accounting and financial statements are still being finalized. The company says it cannot provide a reasonable quantitative estimate at this time and will disclose finalized amounts in the forthcoming Form 10-Q.