10-Q - APYP - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission

File Number: 000-55403

APPYEA,

INC.

(Exactname of registrant as specified in its charter)

Nevada	46-1496846
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6 Balfour Street, Jerusalem, Israel	9210207
(Address of principal executive offices)	(Zip Code)

(800)674-3561

(Registrant’stelephone number, including area code)

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
	Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As

of May 20, 2026, the registrant had 890,742,444 shares of common stock outstanding, par value $0.0001 per share.

APPYEA,

INC.

FORM

10-Q

FOR

THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE

OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item<br> 1. Unaudited Condensed Consolidated Financial Statements	4
Condensed<br> Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	5
Condensed<br> Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)	6
Condensed<br> Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)	7
Condensed<br> Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	9
Notes<br> to Unaudited Condensed Consolidated Financial Statements	10
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item<br> 4. Controls and Procedures	21
PART II — OTHER INFORMATION
Item<br> 1. Legal Proceedings	22
Item<br> 1A. Risk Factors	22
Item<br> 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item<br> 3. Defaults Upon Senior Securities	22
Item<br> 4. Mine Safety Disclosures	22
Item<br> 5. Other Information	22
Item<br> 6. Exhibits	23
SIGNATURES	24

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APPYEA

INC. AND ITS SUBSIDIARIES

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

AS

OF MARCH 31, 2026

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APPYEA

INC. AND ITS SUBSIDIARIES

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

AS

OF MARCH 31, 2026

INDEX

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Changes in Deficiency	5
Condensed Consolidated Statements of Cash Flows	7
Notes to the Condensed Consolidated Financial Statements	8-11

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APPYEA

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(U.S.dollars in thousands)

			December 31,
			2025
			Audited
ASSETS
Current assets
Cash and cash equivalents	811			408
Other accounts receivables	48			113
Inventory	50			50
Marketable Securities	5			-
Total current assets	914			571
Non-current assets
Property and equipment, net	5			5
Intangible assets, net	20,622			21,157
Total non-current assets	20,627			21,162
Total assets	21,541			21,733
LIABILITIES AND DEFICIENCY
Current liabilities
Trade payables	24			26
Other accounts payable and related party payables	903			685
Short-term loans from related party	84			84
Derivative liability – Anti-dilution rights (note 4)	7,837			7,103
Convertible loans – At fair value	-			-
Total current liabilities	8,848			7,897
Non-current liabilities
Long term convertible loans at fair value (note 4)	878			901
Total non-current liabilities	878			901
Total liabilities	9,726			8,798
STOCKHOLDERS’ EQUITY
AppYea Inc. Stockholders’ Equity:
Convertible preferred A stock, 0.0001 par value	-			-
Convertible preferred B stock, 0.0001 par value	-			-
Convertible preferred stock	-			-
Common stock, 0.0001 par value	87			84
Shares to be issued	117			117
Additional Paid in Capital	38,662			38,217
Treasury Stocks	(14	)		(14	)
Accumulated deficit	(27,023	)		(25,455	)
Total AppYea Inc. stockholders’ equity	11,829			12,949
Non-controlling interests	(14	)		(14	)
Total Stockholders’ Equity	11,815			12,935
Total liabilities and equity	21,541			21,733

All values are in US Dollars.

The

accompanying notes are an integral part of the financial statements.

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APPYEA

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S.dollars in thousands)

	Unaudited			Unaudited
	For<br> the three months <br> ended March 31,
	2026			2025
	Unaudited			Unaudited
Revenues		-			3
Cost<br> of sales		-			(4	)
Gross<br> profit		-			(1	)
Research<br> and development		(215	)		6
Amortization of intangible assets		(533	)		-
Sales<br> and marketing		(23	)		(17	)
General<br> and administrative		(413	)		(111	)
Operating<br> loss		(1,184	)		(123	)
Change<br> in fair value		(386	)		(44	)
Financial<br> (expenses) income		2			(1	)
Loss<br> before income tax benefit		(1,568	)		(166	)
Income<br> tax benefit		-			-
Net<br> loss		(1,568	)		(166	)
Net<br> loss attributable to AppYea Inc.		(1,568	)		(166	)
Net Loss per Common Share:
Basic<br> and Diluted		(0.0018	)		(0.0003	)
Weighted Average number of Common Shares Outstanding basic and diluted		873,696,989			527,945,974

The

accompanying notes are an integral part of the financial statements.

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APPYEA

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

(U.S.dollars in thousands except share data)

	Number		Number		Number		Amount		Stocks			Capital			issued		Deficit			Total			interests			Equity
	Preferred<br> Stock - Series A		Preferred<br> Stock – Series B		Common<br> Stock				Treasury			Additional<br> Paid in			Shares<br> to be		Accumulated						Non-<br><br> controlling			Total
	Number		Number		Number		Amount		Stocks			Capital			issued		Deficit			Total			interests			Equity
	Unaudited
Balance<br> as of January 1, 2026		230,598		35,684		856,651,534		84		(14	)		38,217			117		(25,455	)		12,949			(14	)		12,935
Share<br> based Compensation													78								78			-			78
Net<br> loss		-		-		-		-		-			-			-		(1,568	)		(1,568	)		-			(1,568	)
Shares<br> issuance to service providers						-																		-
Shares<br> issuance to investors						- 34,090,910		3		369											372			-			372
Share<br> to be issued to investors
Repurchase of stock options													(2	)							(2	)		-			(2	)
Balance<br> as of March 31, 2026		230,598		35,684		890,742,444		87		(14	)		38,662			117		(27,023	)		11,829			(14	)		11,815

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| --- | | | Number | | Amount | | Number | | Amount | | Capital | | | | | Deficit | | | Total | | | interests | | | Equity | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Preferred Stock | | | | Common Stock | | | | Additional Paid in | | | | | Accumulated | | | | | | Non-controlling | | | Total | | | | | Number | | Amount | | Number | | Amount | | Capital | | | | | Deficit | | | Total | | | interests | | | Equity | | | | | Unaudited | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2025 | | 230,598 | | - | | 521,133,474 | | 50 | | 5,886 | | 294 | | | (10,358 | ) | | (4,128 | ) | | (14 | ) | | (4,142 | ) | | Balance | | 230,598 | | - | | 521,133,474 | | 50 | | 5,886 | | 294 | | | (10,358 | ) | | (4,128 | ) | | (14 | ) | | (4,142 | ) | | Share based Compensation | | - | | - | | - | | - | | (20 | ) | - | | | - | | | (20 | ) | | - | | | (20 | ) | | Net loss | | - | | - | | - | | - | | - | | - | | | (166 | ) | | (166 | ) | | - | | | (166 | ) | | Shares issuance to service providers | | - | | - | | 6,125,000 | | 1 | | 16 | | (16 | ) | | - | | | 1 | | | - | | | 1 | | | Shares issuance to investors | | - | | - | | 7,500,000 | | 1 | | 74 | | (75 | ) | | - | | | - | | | - | | | - | | | Share to be issued to investors | | | | | | | | | | | | 124 | | | | | | 124 | | | | | | 124 | | | Share to be issued to service providers | | - | | - | | | | - | | | | 10 | | | - | | | 10 | | | - | | | 10 | | | Balance as of March 31, 2025 | | 230,598 | | - | | 534,758,474 | | 52 | | 5,956 | | 337 | | | (10,524 | ) | | (4,179 | ) | | (14 | ) | | (4,193 | ) | | Balance | | 230,598 | | - | | 534,758,474 | | 52 | | 5,956 | | 337 | | | (10,524 | ) | | (4,179 | ) | | (14 | ) | | (4,193 | ) |

The

accompanying notes are an integral part of the financial statements.

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APPYEA

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S.dollars in thousands)

	2026			2025
	For<br> The Three Months<br><br> Ended March 31,
	2026			2025
	Unaudited
Cash<br> flows from operating activities:
Net<br> loss		(1,568	)		(166	)
Adjustments<br> to reconcile loss to net cash used in operating activities:
Depreciation<br> and amortization		533			6
Share<br> based compensation		76			(10	)
Change<br> in fair value of convertible loans and warrant liability		387			44
Financial<br> expenses, net		(2	)		5
Changes<br> in operating assets and liabilities:
Other<br> accounts receivable		64			9
Inventory		-			(23	)
Accounts<br> payables		237			27
Accounts<br> payables – related party		(24	)		6
Net<br> cash used in operating activities		(297	)		(103	)
Cash<br> flows from investing activities:
Research<br> and development expenses capitalization		-			(1	)
Net<br> cash used in investing activities		-			(1	)
Cash flows from financing activities:
Proceeds<br> from issuance of Common Stock		-			-
Proceeds<br> from issuance of common stock net of issuance expenses		698			124
Net<br> cash provided by financing activities		698			124
Foreign<br> exchange on Cash and cash equivalents		2			(5	)
Change<br> in cash and cash equivalents		403			16
Cash<br> and cash equivalents at beginning of period		408			79
Cash<br> and cash equivalents at end of period		811			95

The

accompanying notes are an integral part of the financial statements.

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APPYEA

INC.

NOTES

TO THE FINANCIAL STATEMENTS

NOTE

1 - GENERAL

A.	AppYea,<br> Inc. (“AppYea”, “the Company”, “we” or “us”) was incorporated in the State of South<br> Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The<br> Company has not generated significant revenues from operations. On November 1, 2021 the Company was redomiciled in the State of<br> Nevada.
	The<br> Company’s common stock is traded on the OTC Markets, OTCQB tier, under the symbol “APYP”.
B.	Strategic Development
	On<br> August 20, 2025 the Company entered into an agreement with Techlott Enterprises Ltd. (“Techlott”), a Cypriot company,<br> for the purchase (the “Techlott Purchase Agreement”) of proprietary blockchain-based decentralized lottery and gaming<br> ecosystem leveraging smart contracts, verifiable randomness, and advanced infrastructure to deliver transparent, secure, and<br> scalable lottery and gaming experiences (the “Technology”) and the underlying intellectual property for consideration consisting of shares of the Company’s common stock par value $0.0001<br> per share (the “Common Stock”). For further details, refer to the Company’s Annual Report on Form 10-K for the year ended December 31,2025.
C.	SleepX<br> LTD is a company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company (“SleepX”).<br> SleepX is a research and development company that has developed a proprietary product for monitoring and treating sleep apnea and<br> snoring. The technology is protected by several international patents.
	SleepX<br> has incorporated, together with an unrelated third party, a privately held company under the laws of the State of Israel named Ta-nooma<br> Ltd. (“Ta-nooma”). Ta-nooma has developed sleeping monitoring technology for which patent applications were filed and<br> has no revenue from operations. Since its incorporation and as of the financial statements date, SleepX holds 66.7% of the voting<br> interest of Ta-nooma.
D.	Going Concern

The

financial statements are presented on a going-concern basis. To date, the Company has not generated any significant revenues, suffered recurring losses from operations, incurred negative cash flows from operating activities, and is dependent upon external sources for financing its operations. As of March 31, 2026 the Company had an accumulated deficit of $27,023,000. In 2025, the Company recognized an intangible asset in the amount of $21,101,317 in connection with the issuance by the Company of shares of common stock to Techlott Enterprises Ltd. as consideration for the asset acquisition, with the equity component valued at $18,739,546. As a result of this transaction, the Company recorded an increase in shareholders’ equity at the end of 2025 in the same amount, resulting in a total shareholders’ equity surplus of $11,815,000.

The accumulated deficit raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of its product candidates or may be required to implement cost reduction measures and may be required to delay part of its development programs.

The financial statements do not include any adjustments for the values of assets and liabilities and their classification that may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”.

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APPYEA

INC.

NOTES

TO THE FINANCIAL STATEMENTS

NOTE

2 - SIGNIFICANT ACCOUNTING POLICIES

The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2025, from which the accompanying condensed consolidated balance sheet dated December 31, 2025, was derived. The accounting policies implemented in the interim financial statements are consistent with the accounting policies implemented in the annual financial statements as of December 31, 2025, except of the following accounting pronouncement adopted by the Company.

Useof Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

NOTE

3 - RELATED PARTY BALANCES AND TRANSACTIONS

A.	Short-term loans from related parties

During 2021, SleepX borrowed from Nexense Technologies USA. Inc., a Delaware corporation which is majority owned by Boris Molchadsky, the Company’s Chairman. an aggregate amount of $47,623. According to the agreement, the loan shall be repaid in the event that the Company’s profits are sufficient to repay the aggregate loan amount and upon such terms and in such installments as shall be determined by the Board. The loan shall bear interest at an annual rate equal to the minimum rate approved by applicable law in Israel (4.9% in 2026).

During

2020, the minority shareholder of Ta-nooma advanced a loan to Ta-nooma in the amount of NIS 115,725. The loan does not carry any interest expense and the repayment terms have yet to be determined. As of March 31, 2026, the loan balance amounted to NIS 115,725 ($36,564).

B.	Balances with related parties

SCHEDULE OF BALANCE WITH RELATED PARTIES

	March<br> 31, 2026
	In<br> U.S. dollars in thousands
Liabilities:
Employees<br> and payroll accruals		850	606
Related<br> party payables		4	52
Short<br> term loans		84	84

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APPYEA

INC.

NOTES

TO THE FINANCIAL STATEMENTS

C.	Transactions with related parties

SCHEDULE OF TRANSACTION WITH RELATED PARTIES

	2026		2025
	For<br> the three months<br><br> ended March 31,
	2026		2025
	In<br> U.S. dollars in thousands
Expenses:
Consulting<br> fees, Salaries and related cost		390		13
Share based compensation		78		-

All of the five board members in the Company do not receive cash compensation for their directorship roles. Company’s Bylaws provide that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of the State of Nevada.

NOTE

4 - CONVERTIBLE LOANS AND WARRANTS AND ANTI-DILUTION LIABILITIES

The following table summarizes fair value measurements by level as of March 31, 2026 and December 31, 2025 measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE RECURRING BASIS

March<br> 31, 2026	Level<br> 1		Level<br> 2		Level<br> 3		Total
	In<br> U.S. dollars
Assets
None		-		-		-		-
Liabilities
Convertible<br> Loans (including long term)		-		-		878		878
Derivative<br> liability - Anti dilution rights		-		-		7,837		7,837
and<br> December 31, 2025	Level<br> 1		Level<br> 2		Level<br> 3		Total
---	---	---	---	---	---	---	---	---
	In<br> U.S. dollars
Assets
None		-		-		-		-
Liabilities
Convertible<br> Loans <br>(including long term)		-		-		901		901
Derivative<br> liability - Anti dilution rights		-		-		7,103		7,103

NOTE4 - CONVERTIBLE LOANS AND WARRANTS AND ANTI-DILUTION LIABILITIES (cont.)

(i)	The<br>Convertible Loans changes consist of the following as of March 31, 2026 and December 31, 2025:

SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE CHANGES

	Convertible<br> Loans at Fair Value
	March<br> 31, 2026		December<br> 31, 2025
	000
Opening<br> Balance, (including short term loans from related party which is also convertible)				4,163
Conversion<br> of convertible loan				(869	)
Transition<br> from amortized cost to convertible loans measured at fair value
Change<br> in fair value of convertible loans liability		)		(2,393	)
Closing<br> balance				901

All values are in US Dollars.

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APPYEA

INC.

NOTES

TO THE FINANCIAL STATEMENTS

The estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions:

SCHEDULE

OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED

****	As of March 31,		****	As of December 31,		****
****	2026		****	2025		****
Expected<br> term (in years)		1.92			2
Expected<br> average (Monte Carlo) volatility		53	%		55.38	%
Expected<br> dividend yield		-			-
Risk-free<br> interest rate		3.78	%		3.40	%
WACC		27	%		26	%
(ii)	The<br> Derivative liability – Anti-dilution rights changes consist of the following<br> as of March 31, 2026 and December 31, 2025:
---	---

SCHEDULE

OF ANTI-DILUTION RIGHTS DERIVATIVE LIABILITY

	Anti-Dilution Liabilities at Fair value
	March 31, 2026	December 31, 2025
	000
Opening Balance			-
Recognition of anti-dilution rights granted to new investors (see Note 6 – Capital raise)			7,102
Fair value adjustment			-
Closing balance			7,102

All values are in US Dollars.

NOTE

5 - STOCK BASED COMPENSATION

The table below depicts the number of options granted to employee:

SCHEDULE

OF NUMBER OF OPTIONS

	Three<br> months ended March 31, 2026
	Number<br> of			Weighted<br> average exercise price
	options			in
Options<br> outstanding on January 1, 2026		95,257,550
Options<br> granted during the period		15,000,000
Options<br> exercised during the period		-
Options<br> cancelled during the period		(28,864,131	)
Options<br> outstanding at the end of period		81,393,419
Options<br> exercisable at the end of period		73,893,419

All values are in US Dollars.

(*)

The aggregate intrinsic value of options outstanding as of March 31, 2026 was approximately $0.76 million, calculated based on the Company’s share price of $0.0104 at that date.

For the three months ended March 31, 2026 and 2025 the company recognized expenses, to such options, in the amount of $78,000 and $(20,000), respectively. The expense is non-cash stock-based compensation expense resulting from options awards to the Chief Executive Officer, Chief Financial Officer and advisors. The expense represents the aggregate grant date fair value for the option awards granted and vested during the fiscal years presented, determined in accordance with FASB ASC Topic 718.

NOTE

6 - SIGNIFICANT EVENTS DURING AND AFTER THE PERIOD

(i) Capital raise

On

January 27, 2026, the Company received gross proceeds of $750,000 from four qualified investors in consideration for the issuance, in the aggregate, of 34,090,910 shares of the Company’s common stock. Net proceeds received by the Company, after deduction of offering and placement agent fees, amounted to $ 697,500.

One

of the abovementioned investors, has invested $450,000

and received warrants to purchase 20,454,545

additional shares of common stock, exercisable for a period

of three years at an exercise price of $0.026

per share. The investor was granted anti-dilution protection

rights. Pursuant to the terms of the agreement, the investor is entitled to anti-dilution protection rights designed to maintain its ownership interest of approximately 1.4 % of the Company on a fully diluted basis in connection with future capital raises of up to $7 million.

Derivative liability – Anti-dilution rights

(i) These rights entitle the holders to receive additional shares of the Company’s common stock upon future capital raises (up to specified thresholds), in order to maintain their relative ownership. As the number of shares to be issued is variable, these rights are not considered indexed to the Company’s own stock. Accordingly, under ASC 815-40, such rights are classified as derivative liabilities.

(ii) The derivative liabilities are measured at fair value, with changes in fair value recognized in the statement of operations under “change in fair value of derivative liabilities.”

The liabilities are presented within current or non-current liabilities in the balance sheet, based on the expected timing of settlement.

(iii) The anti-dilution protection is triggered upon future equity financings up to $7 million.

a. Valuation methodology

(i) The fair value of the anti-dilution feature was determined using a scenario-based approach that considers potential future financing outcomes.

(ii) For each scenario, the Company estimated (i) the value of the shares assuming the anti-dilution protection is in place and (ii) the value assuming no such protection exists. The incremental value attributable to the anti-dilution feature represents the difference between these two outcomes.

(iii) The expected value across scenarios was probability-weighted and subsequently discounted to present value using an appropriate weighted average cost of capital.

(iv) Key assumptions include expected future Company valuations, dilution rates in potential capital raises, timing of potential financing events, and the probability assigned to each scenario.

b. Anti-dilution liability valuation

(i) The valuation reflects scenario analysis of potential future

financing events. Two representative scenarios were considered: (i) a financing event at a Company valuation of approximately $50 million, assuming a 15% new share issuance, and (ii) a financing event at a Company valuation of approximately $100 million, assuming an 10% new share issuance. These scenarios were assigned probabilities of 80% and 20%, respectively.

(ii) The resulting fair value reflects the probability-weighted outcomes of these scenarios, consistent with the valuation methodology described above. The valuation involves significant unobservable inputs and is classified within Level 3 of the fair value hierarchy.

(iii) Changes in key assumptions, including expected Company valuation and dilution rates, could result in a material change in the fair value of the derivative liability.

(ii)Settlement with former CEO

In January 2026, the Company entered into a settlement and release agreement with its former Chief Executive Officer, Mr. Adi Shamer.

Pursuant

to the agreement, Mr. Shamer agreed to fully release and discharge the Company from any and all claims. In connection with the settlement, Mr. Shamer returned to the Company 28,864,131 vested but unexercised stock options previously granted to him.

In

consideration for the foregoing, the Company paid Mr. Shamer NIS 150,000 (approximately $47,318).

Following

the execution of the agreement, Mr. Shamer holds 3,008,288 shares of the Company’s common stock.

(iii) In connection with the consulting agreement entered into with the Company’s Chief Financial Officer (“CFO”), the Company agreed to grant an aggregate of 15,000,000 stock options, vesting in two equal tranches: the first tranche vested on March 31, 2026, and the second tranche shall vest on June 30, 2026. The aggregate grant date fair value of the options was approximately $156,000.

(iv) Subsequent to the end of the reporting period, the Company commenced deployment of its technology with its first customer, a local lottery operator in The Gambia.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-LookingStatements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our strategy, market opportunity, planned geographic and vertical expansion, future commercial deployments, capital requirements, regulatory matters, and prospective listing. Words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate,” “potential,” and similar expressions identify forward-looking statements.

Forward-looking statements rest on management’s current expectations and are subject to substantial risks, uncertainties, and changes in circumstances that are outside the Company’s control. Actual results may differ materially. Important factors are described under the heading “Risk Factors” in our 2025 10-K, as updated by our subsequent filings with the SEC. Except as required by law, we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this report. The terms “we,” “us,” “our,” “AppYea,” and the “Company” refer to AppYea, Inc. and its consolidated subsidiaries unless context otherwise requires.

Overview

We are a Nevada corporation whose common stock is quoted on the OTC Markets, OTCQB tier, under the symbol “APYP.” We currently operate in two areas: (i) the development and commercial deployment of a blockchain-based technology platform supporting licensed lottery, draw-based gaming, and casino-style gaming operators, which is our principal area of focus following our acquisition of the Techlott IP on December 31, 2025; and (ii) legacy digital health products developed by our wholly-owned subsidiary SleepX for sleep apnea and snoring monitoring, with respect to which we continue to evaluate strategic options.

Our blockchain-based technology is designed to support core lottery operational processes — including ticket registration, draw execution, and prize distribution — through smart-contract logic, verifiable randomness, and audit-trail capabilities intended to support regulatory and operator-side compliance. As of the date of this report, our commercial operations consist of one active customer deployment, located in The Gambia. All of our material commercial revenue from the platform during the three months ended March 31, 2026 was derived from this single customer. While our existing commercial deployment is in the lottery vertical, the Platform’s underlying components, including smart-contract execution, verifiable randomness, and modular backend services, are configurable to support a broader range of regulated gaming applications, including casino-style table games and instant-win products, when offered by licensed gaming operators in jurisdictions where such activities are permitted. Casino and other gaming operations are typically subject to distinct licensing regimes and regulatory requirements that differ materially from those applicable to lottery operations, and operators offering such products would generally be required to hold the relevant gaming licenses and to comply with the regulatory requirements applicable in their respective jurisdictions.

While we intend to focus on the development and expansion of our lottery and gaming business, we continue to explore options with respect to our legacy digital health business.

IndustryBackground

The global lottery industry is large and well-established.

We believe the following industry trends are favorable to our business, although there can be no assurance that any of these trends will continue or that, if they do continue, we will be positioned to benefit from them:

--	Digital channel growth. A growing share of lottery purchases is conducted through digital channels rather than traditional retail terminals,<br> particularly in jurisdictions with established mobile payment infrastructure.
--	Mobilepayment adoption in emerging markets. The expansion of mobile-money and digital payment infrastructure in certain emerging markets,<br>including parts of Africa and Asia, has reduced traditional barriers to participation in regulated lottery games.
--	Regulatory focus on verifiable fairness. Lottery and gaming regulators in a number of jurisdictions have signaled increasing interest in<br> technical mechanisms by which the fairness, integrity and auditability of lottery operations can be independently verified, rather<br> than relying solely on regulator inspection of operator-controlled systems.

We believe these trends create demand for technology platforms that can support digital and mobile lottery and gaming participation while providing operators and regulators with mechanisms to independently verify fairness and integrity. The Platform is designed to address this demand. The extent to which we are able to capitalize on these trends, however, is subject to a range of factors outside our control, including regulatory developments, the pace of technology adoption among lottery and gaming operators, and competition from established and emerging providers.

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OurPlatform

We have developed and commercially deployed technology platform designed to support lottery and gaming operations through a combination of smart contract infrastructure, verifiable randomness, and modular backend systems. The Platform is intended to support transparency, operational efficiency, and auditability for lottery and gaming operators and regulators. The Platform is designed to be deployed alongside, or as a replacement for, an operator’s existing legacy systems, depending on operator requirements; we do not represent that the Platform alone ensures operational efficiency or regulatory compliance, both of which depend on the operator’s broader system architecture, business processes, and regulatory environment.

As of the date of this report, our commercial operations are in an early stage, with one active customer deployment in The Gambia, Africa. All of our lottery and gaming revenue to date has been derived from this single customer. Our future growth depends on, among other things, securing additional customers, expanding into new markets, and continuing to develop the Platform.

PlatformArchitecture

The Platform combines on-chain components (smart contracts deployed on a public blockchain) with off-chain components (backend services, operator-facing administrative tools, and integration interfaces). The Platform is designed to support high-throughput environments and may be deployed across multiple jurisdictions, subject in each case to applicable regulatory requirements and operator-specific configuration.

At its core, the system utilizes blockchain-based smart contracts to automate certain operational processes, including ticket registration, draw execution, and prize distribution. These processes are designed to reduce reliance on manual intervention and improve consistency and traceability across lottery and gaming operations, although they remain subject to the limitations of the underlying blockchain network and the integrity of the smart-contract code, including the risk of undiscovered vulnerabilities.

The Platform integrates frontend interfaces, backend services, and blockchain components to deliver a unified system that can be adapted to various operator requirements and regulatory environments.

A central component of the Platform is its use of third-party verifiable randomness services for draw execution. The system integrates the Chainlink Verifiable Random Function (“Chainlink VRF”) service to generate cryptographically verifiable random outcomes. We consume Chainlink VRF on a per-request basis using the LINK token; we do not have a written commercial agreement with Chainlink Labs governing access to the service. This approach is intended to:

--	Reduce<br> the risk of manipulation in the draw process.
--	Provide<br> a cryptographic record that outcomes are generated in accordance with predefined rules.
--	Support<br> regulatory and audit requirements related to fairness and integrity.

We are also developing additional mechanisms to further bind draw outcomes to predefined rule sets and improve traceability and auditability of each draw event. We rely on the continued availability of Chainlink VRF on terms acceptable to us; the unavailability or material modification of the Chainlink VRF service could require us to migrate to an alternative randomness service, which could be costly and disruptive.

PlatformCapabilities

The Platform is designed as a modular system that supports a range of operational capabilities for lottery and gaming operators, including:

LotteryManagement. End-to-end management of lottery lifecycle processes, including ticket sales, draw execution, and prize distribution, with system events recorded and traceable.

OperatorTools and Back Office. Administrative interfaces that provide near-real-time visibility into system activity, including transaction tracking, reporting, and operational controls. These tools are intended to support compliance, auditing, and operational oversight.

Affiliateand Promotional Systems. Integrated tools for campaign management, affiliate tracking, and promotional logic, enabling operators to manage user acquisition and engagement strategies, subject in each case to applicable regulatory restrictions on lottery and gaming marketing in the operator’s jurisdiction.

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PlayerEngagement Features. Optional engagement features, such as promotional campaigns and reward-based mechanisms, designed to support user retention and activity. Where required, these features are configurable to incorporate operator-specific responsible-gaming and self-exclusion controls; however, ultimate responsibility for compliance with responsible-gaming requirements rests with the operator.

TechnologyRoadmap

Our technology development roadmap includes:

--	Expansion<br> to additional blockchain networks to support scalability and flexibility.
--	Enhancement<br> of API-based services for third-party operators.
--	Continued<br> development of operator tools and user interfaces.
--	Integration<br> of additional payment methods and regional capabilities.
--	Ongoing<br> improvements to security, monitoring, and system performance.

These initiatives are intended to support our long-term strategy of providing a scalable and compliant technology platform for the global lottery and gaming industry. There can be no assurance that we will be able to execute on this roadmap on the timeline anticipated, or at all, particularly in light of our current capital position.

OurProducts and Services

We provide technology products and services designed to support licensed lottery and gaming operators. We do not, and do not intend to, hold lottery, gaming or wagering licenses in our own name; we operate as a business-to-business technology supplier to licensed operators.

PlatformAccess and Deployment. We provide operators with access to the Platform, including system setup, configuration, and deployment tailored to the operator’s requirements and regulatory environment.

Customizationand Development. We offer development services to adapt the Platform to specific customer needs, including custom game configurations, integration with local payment systems, adaptation to regulatory requirements, and development of additional features unique to each operator.

OngoingSupport and Maintenance. We provide continuous technical support and system maintenance services, including Platform monitoring, issue resolution, system updates and improvements, and operational support for live environments.

AdditionalPlatform Capabilities. The Platform includes modules for lottery lifecycle management, administrative and reporting tools, affiliate and promotional systems, and user engagement features. These capabilities may be configured differently depending on the customer’s requirements.

KeyFinancial Terms and Metrics

Key Financial Terms and Metrics

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.

Revenues

We have generated insignificant revenues from product sales to date.

Research and Development Expenses

The process of researching and developing our product candidates is lengthy, unpredictable, and subject to many risks. We expect to continue incurring substantial expenses for the next several years as we continue to develop our product candidates. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development of our devices will consume a large proportion of our current, as well as projected, resources.

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Our research and development costs are comprised of:

● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

● fees paid to external parties who provide us with contract services, such as software development, blockchain integration, smart contract auditing, security testing, and other technology-related services.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.

Financial Expenses

Financial expenses consist primarily of the impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank’s fees and interest on long term loans. Financial income derives mainly from change in derivative value of convertible loans.

Results

of Operations

Comparisonof the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

(U.S. dollars<br> in thousands)	Three Months Ended March 31,
	2026			2025
Revenue		-			3
Cost of sales		-			(4	)
Gross profit (loss)		-			(1	)
Operating expenses:
Research and development		215			(6	)
Amortization of intangible assets		533
Sales and marketing		23			17
General and administrative		413			111
Operating loss		(1,184	)		(123	)
Change in fair value		(386	)		(44	)
Financial income (expenses), net		2			(1	)
Net loss		(1,568	)		(166	)

The three months ended March 31, 2026 represent the first full quarter following the Company’s strategic pivot to blockchain-based lottery technology and the consummation of the Techlott IP acquisition on December 31, 2025. The three months ended March 31, 2025 reflect the Company’s operations as a digital health company under prior senior management, prior to the engagement of the current Chief Executive Officer (Yakir Abadi), Executive Chairman (Eldar Edmond Grady), and Chief Financial Officer (Ron Mekler) in August 2025, and prior to the engagement of the current President (Mark Katzenelson) and Chief Technology Officer (Ben Harris) in December 2025. Period-over-period comparability is therefore materially limited.

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Revenue.

The Company did not generate any revenue for the three months ended March 31, 2026, compared to $3,000 for the three months ended March 31, 2025. Prior-period revenue was attributable to legacy sales of the SleepX AppySleep biofeedback wristband and related products.

Costof Sales.

The Company did not incur cost of sales for the three months ended March 31, 2026, compared to $4,000 for the three months ended March 31, 2025. The change reflects the shift in revenue mix from physical product sales (SleepX) to platform-based services (Techlott IP).

Researchand Development Expenses.

Research and development expenses for the three months ended March 31, 2026 were approximately $215,000, compared to a net credit of $(6,000) for the three months ended March 31, 2025. Research and Development expenses for the period primarily consisted of approximately $63,000 of development costs associated with the continued enhancement and deployment of the acquired lottery platform, as well as $135,000 of allocated compensation expenses relating to the Company’s CTO (Ben Harris) and certain members of management that were previously attributed to research and development activities. Mr. Harris was appointed on December 31, 2025 and is entitled to monthly compensation of $30,000. The prior-period net credit reflected the reversal of previously recognized share-based compensation expense in connection with the forfeiture of stock options held by the Company’s former Chief Executive Officer, in January 2025; cash research and development expenses in the prior period were significantly lower than in the current period as a result of reduced engineering staffing during the strategic transition.

Amortizationof Acquired Intangible Assets.

Amortization expenses for the three months ended March 31, 2026 were approximately $533,000, compared to nil for the three months ended March 31, 2025. Approximately $528,000 of the amortization expenses relates to the intellectual property acquired from Techlott on December 31, 2025, with the remaining amount attributable to the amortization of legacy SleepX patent assets.

Salesand Marketing Expenses.

Sales and marketing expenses for the three months ended March 31, 2026 were approximately $23,000, compared to $17,000 for the three months ended March 31, 2025.

Generaland Administrative Expenses.

General and administrative expenses for the three months ended March 31, 2026 were approximately $413,000, compared to $111,000 for the three months ended March 31, 2025. The increase reflects, among other items, the following developments that occurred after March 31, 2025 and are present for the first full quarterly period in the three months ended March 31, 2026: (i) consulting fees payable to the senior management team appointed in August 2025 (Mr. Abadi, Mr. Grady, and Mr. Mekler) and December 2025 (Mr. Katzenelson), aggregating approximately $255,000 of base monthly fees for the period (calculated as base monthly fees of $30,000 per month for each of Mr. Abadi, Mr. Grady, Mr. Katzenelson, and $10,000 per month for Mr. Mekler, for the three months ended March 31, 2026); (ii) share-based compensation expense relating to options granted to officers and consultants (including $78,000 of expense related to the vesting of 7,500,000 options held by Mr. Mekler on March 31, 2026), as compared to a net credit to share-based compensation in the prior period; and (iii) professional fees relating to the Company’s public reporting program, the Techlott IP acquisition, and ongoing legal matters. None of the professional fees to our management team have in fact been paid due to cash flow constraints but such amounts are being accrued, except for a monthly fee of $7,000 (of the $10,000) being paid to the Company’s CFO.

Changein Fair Value of Convertible Loans and Derivative Liabilities.

The change in fair value of convertible loans and derivative liabilities for the three months ended March 31, 2026 was expense of approximately $386,000, compared to expense of $(44,000) for the three months ended March 31, 2025. The current-period amount reflects the remeasurement of (i) the Plutus Note carried at fair value pursuant to the fair value option under ASC 815 and (ii) the anti-dilution derivative liabilities recognized in December 2025 in connection with the Techlott IP acquisition and the contractual anti-dilution rights of senior management. The prior-period amount reflected the remeasurement of convertible loan instruments outstanding during that period, none of which remain outstanding as of March 31, 2026 (other than the Plutus Note).

FinancialIncome (Expenses), Net.

Financial income (expenses), net for the three months ended March 31, 2026 was income of approximately $2,000, compared to expense of $1,000 for the three months ended March 31, 2025. Financial income for the period was primarily attributable to interest earned on U.S. dollar-denominated deposits. Financial expenses primarily reflect interest accrual on outstanding debt obligations and the effect of remeasurement of monetary balances denominated in non-U.S. dollar currencies (principally the New Israeli Shekel).

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NetLoss.

Net loss for the three months ended March 31, 2026 was approximately $(1,568,000), compared to net loss of $(166,000) for the three months ended March 31, 2025. The increase in net loss primarily reflects the items described above, in particular the post-acquisition amortization of the Techlott IP and the consulting fees payable to the senior management team appointed during the second half of 2025.

Liquidityand Capital Resources

We have funded our operations to date through a combination of equity issuances and convertible debt financings. As of March 31, 2026, we had cash and cash equivalents of approximately $811,000 and total liabilities of approximately $9,726,000, of which approximately $8,848,000 were current. As of December 31, 2025, we had cash and cash equivalents of $408,000.

Cash and cash equivalents available to the Company increased substantially during the year ended December 31, 2025 (from $79,000 at December 31, 2024 to $408,000 at December 31, 2025) in connection with the strategic pivot and related capital raising activities described in the 2025 10-K. The Company’s reported operating cash usage for the three months ended March 31, 2026 reflects materially higher fixed operating costs than for the corresponding 2025 period, attributable principally to the consulting arrangements with the senior management team that took effect in August 2025 and December 2025.

January2026 Capital Raise.

On January 27, 2026, we received aggregate proceeds of $750,000 from four qualified investors, in exchange for the issuance of 34,090,910 shares of common stock and warrants to purchase up to 20,454,545 additional shares of common stock at an exercise price of $0.026 per share, exercisable for a three-year period. The proceeds are being used for general corporate purposes, including the continued development of our blockchain-based technology platform.

CashFlows.

The following table summarizes our cash flows for the periods presented:

(U.S. dollars<br> in thousands)	Three Months Ended March 31,
	2026			2025
Net cash used in operating activities		(297	)		(103	)
Net cash used in investing activities		-			(1	)
Net cash provided by financing activities		698			124
Effect of exchange rate changes on cash		2			(5	)
Net change in cash and cash<br> equivalents		403			16
Cash and cash equivalents, beginning of period		408			79
Cash and cash equivalents,<br> end of period		811			95

We expect to continue to incur substantial expenses in connection with the development of our blockchain-based technology platform, the addition of new customers, geographic expansion, and our public-reporting compliance program. Based on management’s current projections, we believe that our existing cash resources, taken together with the proceeds from the January 27, 2026 capital raise, will be sufficient to fund our operations through December 2026. We will require additional capital to fund our operations beyond such date and to execute our long-term strategic objectives. There is no assurance that we will be able to obtain additional capital on commercially reasonable terms, or at all. If we are unable to raise additional capital, we may be required to delay, scale back, or eliminate planned activities, which would have a material adverse effect on the Company.

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GoingConcern

For the three months ended March 31, 2026, and as of the date of this report, we assessed our financial condition and concluded that based on our current and projected cash resources and commitments, as well as other factors mentioned above, there is a substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We have an accumulated deficit of $27,023,000 and a working capital deficit of $7,934,000 on March 31, 2026, as well as negative operating cash flows. Included in this amount is a non-monetary liability of approximately $7,837,000 related to anti-dilution obligations reflecting the future potential issuance of shares to investors and controlling shareholders in connection with future equity issuances. Excluding this non-monetary component, the Company’s working capital deficit would have been approximately $97,000.

The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2025 contained an explanatory paragraph stating that the Company’s recurring losses and limited operations raise substantial doubt about its ability to continue as a going concern; the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have not been audited or reviewed by our independent registered public accounting firm. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain.

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Anti-DilutionRights.

As described in Note 4 to the unaudited condensed consolidated financial statements and in the 2025 10-K, certain of the Company’s officers and Techlott hold contractual anti-dilution rights covering specified ownership percentages and aggregate values. Future issuances of common stock or convertible securities may trigger the issuance of additional shares to these holders, resulting in further dilution to the holders of common stock. The fair value of the related derivative liabilities, and changes in fair value, are reflected in our condensed consolidated balance sheet and condensed consolidated statement of operations, respectively.

CriticalAccounting Estimates

Our critical accounting estimates are described in the 2025 10-K. Critical estimates affecting the unaudited condensed consolidated financial statements for the three months ended March 31, 2026 include, in particular, (i) the fair value of the Plutus Note (Level 3 inputs); (ii) the fair value of derivative liabilities relating to anti-dilution rights (Level 3 inputs); (iii) the recoverability and useful life of the Techlott IP intangible asset; and (iv) the going-concern assessment. Changes in the assumptions or unobservable inputs underlying these estimates could have a material effect on our reported results.

Off-BalanceSheet Arrangements

We do not have any off-balance sheet arrangements as defined under Item 303(a)(4) of Regulation S-K.

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Item3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company is not required to provide the information required by this Item.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due to the material weakness in our internal control over financial reporting described below.

MaterialWeakness in Internal Control over Financial Reporting

As disclosed in Item 9A of the 2025 10-K, our management identified a material weakness in our internal control over financial reporting relating to segregation of duties. Our management is composed of a small number of professionals, resulting in limitations on segregation of duties such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis by our internal control over financial reporting. The material weakness was first identified during the year ended December 31, 2025 and has not been remediated as of March 31, 2026.

Planfor Remediation

We continue to evaluate measures designed to remediate the material weakness, including the engagement of third-party accounting and reporting consultants to provide additional review of significant transactions and complex accounting matters. We expect to remain materially dependent on third-party service providers in this regard for the foreseeable future. We will not consider the material weakness remediated until the applicable controls have operated for a sufficient period of time and our management has concluded, through testing, that the controls are operating effectively.

Changesin Internal Control over Financial Reporting

Other than the matters described above, there were no changes in our internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

InherentLimitations on Effectiveness of Controls

Management recognizes that any system of disclosure controls and procedures, or internal control over financial reporting, however well designed and operated, can provide only reasonable, not absolute, assurance of achieving its objectives. Management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings

For information regarding our material legal proceedings, see Item 3 of our 2025 Annual Report on Form 10-K, which information is incorporated herein by reference. There have been no material developments in those proceedings during the three months ended March 31, 2026.

Aside from the matter described in Item 3 of our 2025 10-K, from time to time we may become involved in various legal proceedings that arise in the ordinary course of business. Although the outcomes of legal proceedings cannot be predicted with certainty, we are not currently aware of any other legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.

Item1A. Risk Factors

An investment in our common stock involves a high degree of risk. There have been no material changes to the risk factors disclosed under Item 1A of the 2025 10-K. Investors should carefully consider those risk factors, in addition to the other information contained in this Quarterly Report on Form 10-Q and our other reports filed with the SEC, before purchasing or otherwise acquiring shares of our common stock. The risks and uncertainties described in those filings are not the only ones we face. Additional risks and uncertainties not currently known to us, or that we currently consider immaterial, may also impair our business operations.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information

During the three months ended March 31, 2026, none of our directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.

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Item6. Exhibits

Exhibit<br> No.	Description
3.1	Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to the Registration Statement on Form S-1 filed on May 10, 2022)
3.2	Bylaws of the Company (Incorporated by reference to the Registration Statement on Form S-1 filed on May 10, 2022)
31.1	Certification<br> of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted<br> pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification<br> of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act<br> of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1	Certification<br> of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of<br> the Sarbanes-Oxley Act of 2002. **
32.2	Certification<br> of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. § 1350, as adopted pursuant to<br> Section 906 of the Sarbanes-Oxley Act of 2002. **
101.INS	Inline XBRL Instance<br> Document.
101.SCH	Inline XBRL Taxonomy<br> Extension Schema Document.
101.CAL	Inline XBRL Taxonomy<br> Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy<br> Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy<br> Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy<br> Extension Presentation Linkbase Document.
104	Cover Page Interactive<br> Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.

**Furnished herewith.

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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, thereunto duly authorized.

APPYEA, INC.
By:	/s/ Yakir Abadi
	Yakir<br> Abadi
	Chief<br>Executive Officer
	(Principal Executive Officer)
Date:	May<br> 20, 2026
By:	/s/ Ron Mekler
	Ron<br> Mekler
	Chief<br> Financial Officer
	(Principal Financial and Accounting Officer)
Date:	May<br> 20, 2026

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EXHIBIT31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANTTO

RULE13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yakir Abadi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of AppYea, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May<br> 20, 2026
By:	/s/ Yakir Abadi
	Yakir<br>Abadi
	Chief<br>Executive Officer
	(PrincipalExecutive Officer)

EXHIBIT31.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

PURSUANTTO

RULE13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ron Mekler, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of AppYea, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May<br> 20, 2026
By:	/s/ Ron Mekler
	Ron<br>Mekler
	Chief<br>Financial Officer
	(PrincipalFinancial and Accounting Officer)

EXHIBIT32.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Principal Executive Officer of AppYea, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May<br> 20, 2026
By:	/s/ Yakir Abadi
	Yakir<br>Abadi
	Chief<br>Executive Officer
	(PrincipalExecutive Officer)

Thiscertification accompanies and is being “furnished” with this Report and shall not be deemed “filed” for purposesof Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing of the Companyunder the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forthby specific reference in such filing.

EXHIBIT32.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Principal Financial and Accounting Officer of AppYea, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May<br> 20, 2026
By:	/s/ Ron Mekler
	Ron<br>Mekler
	Chief<br>Financial Officer
	(PrincipalFinancial and Accounting Officer)