UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive
Information Statement |
APPYEA
INC.
(Name
of Registrant as Specified In Its Charter)
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of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Proposed
maximum aggregate value of transaction: |
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Schedule or Registration Statement No.: |
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APPYEA,
INC.
16
Balfour Street
Jerusalem
Israel
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
NOTICE
OF STOCKHOLDER ACTION BY Written Consent
GENERAL
INFORMATION
To
the Holders of Common Stock of AppYea, Inc.:
This
Information Statement is first being mailed on or about September __, 2025 to the holders of record of the outstanding voting stock,
$0.0001 par value per share (“Common Stock”), of AppYea, Inc., a Nevada corporation (the “Company”), as of the
close of business on September __, 2025 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to actions taken by written consent in lieu
of a meeting (the “Written Consent”) of the stockholder and director of the Company owning a majority of the voting power
of the outstanding shares of stock (the “Majority Stockholder”) as of the Record Date. Except as otherwise indicated by the
context, references in this Information Statement to “we,” “us” or “our” are references to AppYea,
Inc., a Nevada corporation.
The
Written Consent:
| 1. |
Approved
the amendment to the Articles of Incorporation of the Company to change name of the Company
from AppYea, Inc. to “MELLATRIX INC.” (the “Corporate
Name Change”);
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Approved
the amendment to the Articles of Incorporation of the Company to increase the total number of authorized shares of Common Stock from
900,000,000 to 6,000,000,000 (the “Increase in Authorized Shares of Common Stock”); and |
The
Written Consent constitutes the consent of a majority of the voting power of the outstanding shares of stock and is sufficient under
the Nevada Revised Statutes (“NRS”) and our Bylaws to approve the actions described herein. Accordingly, the Name Change
and the Increase in Authorized Shares of Common Stock are not presently being submitted to our other stockholders for a vote. Pursuant
to Rule 14c-2 under the Exchange Act, the action described herein will not be implemented until a date at least twenty (20) days after
the date on which this Information Statement has been first mailed to the stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
This
Information Statement has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and is being furnished,
pursuant to Section 14C of the Exchange Act to the holders of voting and non-voting stock (“Stockholders”) to notify the
Stockholders of the approval of the Corporate Name Change and the Increase in Authorized Shares of Common Stock s. Stockholders of record
at the close of business on September __, 2025 are entitled to notice of the Written Consent. Because this action has been approved by
the holder of the required majority of the voting power of our outstanding shares of stock, no proxies were or are being solicited. The
Corporate Name Change and the Increase in Authorized Shares of Common Stock will not be effected until at least 20 calendar days after
the mailing of the Information Statement accompanying this Notice. We will mail the Notice of Stockholder Action by Written Consent to
the Stockholders on or about September __, 2025.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED
HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
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By
Order of the Board of Directors |
INTRODUCTION
This
Information Statement is being first mailed on or about September __, 2025, to the Stockholders by the Board of Directors of the Company
(“Board”) to provide material information regarding the Corporate Name Change and the Increase in Authorized Shares of Common
Stock that has been approved by the Written Consent of the Majority Stockholder.
Only
one copy of this Information Statement is being delivered to two or more stockholders who share an address unless we have received contrary
instruction from one or more of such stockholders. We will promptly deliver, upon written or oral request, a separate copy of the Information
Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request
additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements
or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future,
like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company’s executive offices
at the address specified above.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
MATTERS DESCRIBED HEREIN.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the shares of stock held of record
by them.
AUTHORIZATION
BY THE BOARD OF DIRECTORS
AND
THE MAJORITY STOCKHOLDER
Under
the Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the
minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted to consent to such action in writing. The approval of the Corporate Name Change and the Increase in Authorized
Shares of Common Stock requires the affirmative vote or written consent of a majority of the voting power of the issued and outstanding
shares of stock.
Each
holder of Common Stock is entitled to one vote per share of Common Stock held of record and each holder of Series A Preferred Stock is
entitled to 3,000 votes per share, voting together with the Common Stock, on any matter which may properly come before the stockholders.
CONSENTING
STOCKHOLDER
On
the Record Date, the Company had 534,758,474 shares of Common Stock issued and outstanding, with the holders thereof being entitled to
cast one vote per share. On the Record Date, the Company had 300,000 shares of Series A Preferred Stock issued and outstanding, with
the holder thereof being entitled to cast three thousand (3,000) votes per share. On September 11, 2025, Mr. Boris Molchadsky,
our Director and former CEO, the Majority Stockholder adopted resolutions approving the Corporate Name Change and the Increase in Authorized
Shares of Common Stock. The voting power held by the Majority Stockholder represented a majority of the total voting power of all issued
and outstanding stock of the Company as of the Record Date.
We
are not seeking written consent from any other stockholder of the Company, and the other stockholders will not be given an
opportunity to vote with respect to the Corporate Name Change, the Increase in Authorized Shares of Common Stock. All necessary
corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising stockholders of
the action taken by Written Consent and giving stockholders notice of such actions taken as required by the Exchange Act. As the
Corporate Name Change and the Increase in Authorized Shares of Common Stock were taken by Written Consent, there will be no security
holders’ meeting and representatives of the principal accountants for the current year and for the most recently completed
fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to
appropriate questions from our stockholders.
ACTION
NO. 1
CORORATE
NAME CHANGE FROM APPYEA, INC.
TO
“MELLATRIX INC.”
Reasons
for Name Change
As
disclosed in our public filings, as of August 21, 202 5we have entered into a transaction with Techlott Enterprises Ltd. (“Techlott”),
a Cypriot company, for the acquisition of proprietary blockchain-based lottery and gaming platform and the underlying intellectual property.
The transaction with Techlott represents a strategic business pivot for the Company by focusing it on the rapidly growing institutional
lottery market, providing a complete, production-ready technology package engineered for enterprise deployments. We are building an infrastructure
layer that makes fairness and transparency the default in games—spanning lottery and keno, virtual racing, and large multiplayer
titles. This is a “digital receipt printer” for every draw or in-game event, the system generates verifiable randomness (VRF),
records a public, tamper-evident receipt, and creates an audit trail ready for regulators and operators. The takeaway is simple—operators,
regulators, and even players can verify rather than just “trust.” The infrastructure layer plugs into an operator’s
stack via SDK/API. The architecture is multi-chain (including support for leading L2s such as Base), engineered for thousands of requests
per second, and comes with an audit trail and internal reporting to simplify regulatory compliance.
Following
on the heels of that announcement, on September 8, 2025, we issued a development update on our Techlott powered blockchain results engine
regarding our plans to complete by the end of this year the adaptation of the platform to new and additional applications such that we
can begin commercial pilots with licensed operators and expand dynamic rulebooks (odds, prizes, logic) by jurisdiction and market.
Our
current corporate name does not reflect the refocusing of AppYea to its new principal line of business. Accordingly, we have decided
to change our name to “MELLATRIX INC..” to better align our corporate name with the new technology. We believe that changing
our name to “MELLATRIX INC.” is more in line with our new expected line of business and the potential beneficial effects
of the name change are expected to aid us in achieving brand recognition and better position us to obtain future sources of financing.
Effects
of the Name Change
The
Board shall cause a certificate of amendment to our articles of Incorporation to change our corporate name from “AppYea, Inc.”
to “MELLATRIX INC ”A copy of such amendment is attached as Appendix A.
The
change of our name will not by itself have any effect on our corporate status or the rights of stockholders, or affect in any way the
validity of currently outstanding stock certificates or the trading of our securities. Our stockholders will not be required to surrender
or exchange any of our stock certificates that they currently hold. Stockholders with certificated shares may continue to hold their
existing certificates or receive new certificates reflecting the name change upon tendering the old certificates to our transfer agent.
We
intend to apply to FINRA for a new ticker symbol and a new CUSIP number of our Common Stock. The new corporate name and a new symbol
will not become effective until approved by FINRA
Dissenters’
Rights
Pursuant
to the NRS, our stockholders are not entitled to dissenters’ rights with respect to the Name Change.
ACTION
NO. 2
APPROVAL
OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The
Amendment to Increase Shares of our Common Stock
On
August 12, 2025, our Board approved, subject to shareholder approval, the Amended and Restated Articles of Incorporation (the “A&R
Articles”), which amends and restates our Articles of Incorporation, as amended, to increase the number of authorized shares of
common stock from 900,000,000 to 6,000,000,000. The text of the proposed A&R Articles is set forth in Appendix A attached hereto.
Purposes
of the Increase in Shares of our Common Stock
The
Company currently has authorized capital stock of 900,000,000 shares of our common stock, with 534,758,474 shares outstanding and 500,000
shares of blank check preferred stock, of which 300,000 shares of which are designated as Series A Preferred Stock, with 250,000
shares of which are issued and outstanding.
The
Majority Stockholder voted in favor of amending and restating our Articles of Incorporation to increase the authorized shares of our
common stock from 900,000,000 to 6,000,000,000, in order to assure sufficient number of shares for the Company to comply with its issuance
obligations in respect of the Techlott acquisition as well as the appointment of the new management team, as recently disclosed in our
current reports on Form 8-K. In addition, the additional shares are intended to improve our financial flexibility with respect to our
capital structure by having additional shares for future equity financings and acquisitions.
The
extra shares of authorized our common stock would be available for issuance from time to time as determined by the Board for any proper
corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining
additional capital for use in our business and operations, and issuance as part or all of the consideration required to be paid by us
for acquisitions of other businesses or assets. Notwithstanding the foregoing, other than as publicly disclosed, we have no obligation
to issue such additional shares and there are no plans, proposals or arrangements currently contemplated by us that would involve the
issuance of the additional shares to acquire another company or its assets, or for any other corporate purpose stated.
Principal
Effects of the Increase in Authorized Shares
The
Company’s stockholders will not realize any dilution in their ownership or voting rights as a result of the increase in authorized
shares of our common stock, but will experience dilution to the extent additional shares are issued in the future.
Having
an increased number of authorized but unissued shares of our common stock would allow us to take prompt action with respect to corporate
opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving
an increase in our capitalization. The issuance of additional shares of our common stock may, if such shares are issued at prices below
what current stockholders’ paid for their shares, reduce stockholders’ equity per share and dilute the value of current stockholders’
shares. It is not the present intention of the Board to seek stockholder approval prior to any issuance of shares of our common stock
that would become authorized by the A&R Articles unless otherwise required by law or regulation. Frequently, opportunities arise
that require prompt action, and it is the belief of the Majority Stockholder that the delay necessitated for stockholder approval of
a specific issuance could be to the detriment of us and our stockholders.
When
issued, the additional shares of our common stock authorized by the A&R Articles will have the same rights and privileges as the
shares of our common stock currently authorized and outstanding. Holders of our common stock have no preemptive rights and, accordingly,
stockholders would not have any preferential rights to purchase any of the additional shares of our common stock when such shares are
issued.
Shares
of authorized and unissued our common stock could be issued in one or more transactions that could make it more difficult, and therefore
less likely, that any takeover of us could occur. Issuance of additional our common stock could have a deterrent effect on persons seeking
to acquire control. The Board also could, although it has no present intention of so doing, authorize the issuance of shares of our common
stock to a holder who might thereby obtain sufficient voting power to assure that any proposal to effect certain business combinations
or amendment to our Articles of Incorporation, as amended, or Bylaws would not receive the required stockholder approval. Accordingly,
the power to issue additional shares of our common stock could enable the Board to make it more difficult to replace incumbent directors
and to accomplish business combinations opposed by the incumbent Board.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 12, 2025
for (a) the executive officers, (b) each of our directors and director nominees, (c) all of our current directors and executive officers
as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined
in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Under the rules of the
SEC, a stockholder is deemed to be a beneficial owner of any security of which that stockholder has the right to acquire beneficial ownership
in 60 days of September 12, 2025. Except as indicated in footnotes to this table, we believe that the stockholders named in this table
have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information
provided to us by these stockholders. Percentage of ownership is based on 534,758,474 shares of common stock outstanding on September
12, 2025.
| Name of Beneficial Owner | |
COMMON STOCK | | |
% of class (Common Stock) | | |
SERIES A PREFERRED STOCK (1) | | |
% of class (Series A Preferred) | | |
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| Officers and Directors | |
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| Yakir Abadi, CEO and Director | |
| * | (2) | |
| — | | |
| — | | |
| — | | |
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| Eldar Edmund Grady, Director | |
| * | (2) | |
| — | | |
| — | | |
| — | | |
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| Boris Molchadsky, Director | |
| 163,553,935 | (3) | |
| 30.58 | % | |
| 222,664 | | |
| 96.56 | % | |
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| Ron Mekler, Chief Financial Officer | |
| 2,519,104 | (4) | |
| * | % | |
| | | |
| | | |
| | |
| 5% shareholders | |
| — | | |
| — | | |
| | | |
| | | |
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| Plutus Investments LP | |
| 56,699,8391 | (5) | |
| 10.6 | % | |
| | | |
| | | |
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| Officers and Directors as a Group (two persons) | |
| 166,073,039 | | |
| 31.69 | % | |
| 222,664 | | |
| 96.56 | % | |
| — | |
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(1) |
The
Series A Preferred Stock were issued in June 2020. The Series A Preferred Stock is authorized to vote with the Common Stock in all
stockholder meetings that the Common Stock may vote and each share has voting power equal to 3,000 votes per share and are convertible
at a rate of 1,500 common stock to each preferred share. |
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(2) |
Each
of Mr. Abadi and Mr. Grady were appointed to their respective positions as of August 12, 2025. Subject to the Increase in Authorized
Shares of Common Stock, each of these persons is entitled to options for 638,961,306, which vest under certain specified milestones
and are exercisable at a per share exercise price of $0.0001. |
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(3) |
Comprised
of 96,004,464 shares held directly by Mr. Molchadsky and 67,549,471 held through Nexense Technologies Inc. |
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(4) |
Comprised
of (i) 1,519,104 shares and (ii) 1,000,000 shares issuable upon exercise of currently exercisable options. Subject to the
Increase in Authorized Shares of Common Stock, Mr. Mekler is entitled to options for 15,000,000, at a per share exercise price of
$0.0001 and which vest on a quarterly basis over a two year period. |
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(5) |
Comprised
of (i) 14,989,494 shares and (ii) 41,710,345 shares issuable upon conversion of convertible notes based on the publicly traded
stock as of September 11, 2025. The notes are not convertible prior to February 15, 2026. |
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
person who has been our officer or director, or to our knowledge, any of their associates, has any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon. None of our directors opposed the actions to be taken by the Company.
ADDITIONAL
INFORMATION
The
Company files annual, quarterly and current reports and other information with the SEC under the Exchange Act. You may obtain copies
of this information by mail from the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may
obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet
website that contains reports and other information about issuers that file electronically with the SEC. The address of that website
is www.sec.gov.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to Stockholders
who share a single address unless we received contrary instructions from any Stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at ron@appyea.com.
If
multiple Stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each Stockholder a separate copy of future mailings, you may mail notification to, or call the Company at,
its principal executive offices.
Additionally,
if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and
would prefer the Company to mail one copy of future mailings to Stockholders at the shared address, notification of such request may
also be made by mail or telephone to the Company’s principal executive offices.
This
Information Statement is provided to the stockholders of the Company only for information purposes in connection with the Majority Stockholder’s
approval of the specified actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information
Statement.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT US
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, and in accordance therewith files reports
and other information with the SEC. Such reports and other information and a copy of the registration statement and the exhibits and
schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained
by the SEC in 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the public reference rooms may be obtained
by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The address of the web site is www.sec.gov.
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By
Order of the Board of Directors, |
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/s/
Eldar Edmund Grady |
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Chairman
of the Board of Directors |
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September
12, 2025 |
Appendix
A
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of Corporation:
AppYea
Inc
2.
The articles have been amended as follows:
(i) Existing ARTICLE I is deleted and replaced by the following
“ARTICLE
I
The
name of the corporation shall be MELLATRIX INC.”
(ii)
Existing ARTICLE IV Section 1 is deleted and replaced by the following
“ARTICLE
IV
Section
1. Designation and Number of Shares.
(a)
The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 6,00,500,000 shares, consisting
of six billion (6,000,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”) and five hundred
thousand (500,000) shares of undesignated preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”).
(b)
Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized
shares of Common Stock or Undesignated Preferred Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital
stock of the Corporation entitled to vote thereon, voting together as a single class, without a vote of the holders of the Preferred
Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock designation.
The
powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be
determined in accordance with or as set forth below in this Article IV.”
3.
Effective date of filing: (optional)
(must
not be later than 90 days after the certificate is filed)
5.
Signature: (required)
Signature
of Officer
| * |
If
any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of
shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or
restrictions on the voting power thereof. |
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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| This
form must be accompanied by appropriate fees. |
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Nevada
Secretary of State Amend Profit-After
Revise:
3-6-09 |
