LOTT 8-K
Techlott Inc. (LOTT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
| (State or Other Jurisdiction | (commission | (IRS Employer | ||
| Of incorporation) | File Number) | Identification Number) |
| (Address of Principal Executive Offices) | (Area Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The Asset Acquisition
On December 31, 2025, AppYea Inc., a Nevada corporation (the “Company”), completed its acquisition of certain technology of Techlott Ltd., private company formed under the laws of the Republic of Cyprus (“Techlott”), comprised of blockchain-based, decentralized lottery ecosystem leveraging smart contracts, verifiable randomness, and advanced infrastructure to deliver transparent, secure, and scalable lottery experiences (the “Technology”), pursuant to the terms of that certain Intellectual Property Purchase Agreement dated as of August 20, 2025 entered into by the Company and Techlott (the “IP Purchase Agreement”). The IP Purchase Agreement was filed as Exhibit 10.1 to the Company’s current report on Form 9-K filed with the Securities and Exchange Commission on August 21, 2025 disclosing the entry into the IP Purchase Agreement.
Pursuant to the terms of the IP Purchase Agreement, the aggregate consideration to be paid by the Company is 1,277,922,611 shares (the “Consideration Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), representing 35% of the Company’s issued and outstanding capital on a fully diluted basis. However, pending the increase in the number of the authorized shares of the Company’s Comon Stock (the “Authorized Common Stock Share Increase”), the Company issued to Techlott 49,117 shares of the newly created preferred stock, par value $0.0001 per share (the “Series B Preferred”), which by their terms automatically convert into the Consideration Shares upon the effectiveness of the Authorized Common Stock Share Increase. Techlott is entitled to certain anti-dilution protection.
Mark Katzenelson, the president of Techlott, was appointed as President of the Company and Ben Harris, the CTO of Techlott, was appointed as CTO of the Company. Each of Mr. Katzenelson and Harris were also appointed to the Company’s board of directors (the “Company Board”).
Item 3.02 Unregistered Sales of Equity Securities.
In conjunction with the closing of the purchase of the Technology referred to above, between December 31, 2025 and January 5, 2026, the holders of outstanding convertible promissory notes of the Company in an aggregate amount of approximately $0.8 million have agreed to convert the outstanding balance of these notes into 245,013,836 shares of the Company’s Common stock (the “Conversion Shares”). In addition, the holder of convertible promissory notes of the Company in an aggregate amount $863,840 has agreed to (i) extend the maturity date of such notes by an additional two years to February 15, 2028 and (ii) to refrain from exercising the conversion of terms of such notes until the new extended maturity date. The interest on the balance of such note shall continue to accrue at per annum rate of eight percent (8%).
The shares of the Series B preferred Stock and the Conversion Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. No general solicitation or advertising was used in connection with the offering. The securities are “restricted securities” as defined in Rule 144 under the Securities Act and bear a restrictive legend
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 31, 2025, each of Mark Katzenelson and Ben Harris were appointed to the Company’s Board and President and Chief Technology Officer, respectively. Mr. Katzenelson was formerly the President of Techlott and Mr. Harris was formerly the chief technology officer of Techlott.
Mark Katzenelson is a senior business executive and entrepreneur with more than two decades of experience spanning real estate development, international investments, and technology-driven ventures. Throughout his career, Mark has built and led diversified business operations across Europe and international markets, with a strong focus on long-term value creation, operational excellence, and scalable growth.Mark’s professional foundation lies in real estate entrepreneurship, where he has been deeply involved in residential, commercial, and office developments for over 20 years. His hands-on approach covers the full investment lifecycle—from acquisition and development to portfolio management and strategic exits—establishing him as a trusted leader in complex, cross-border real estate environments.
In parallel with his real estate activities, Mark has led and owned industrial and operational businesses, gaining extensive experience in production oversight, supply-chain coordination, and operational scalability within global business ecosystems. Over the past several years, Mark has expanded his leadership into high-tech and algorithmic systems, with strategic ownership and business involvement in technology ventures such as Techlott. His work in this domain focuses on technology-enabled platforms, lottery systems, and regulatory-aware business models, bridging traditional industries with modern digital infrastructure.
Mark is also the Founder and CEO of Keemple, a smart home technology company, where he has led product vision, business strategy, and international market deployment. Mark brings a strong legal and regulatory perspective to his ventures, positioning him at the intersection of business leadership, technology innovation, and cross-border operations. He received his Bachelor of Laws (LL.B) in 2005.
Ben Harris is a veteran technology executive with 20 years of experience driving innovation in the gaming and finance sectors. He has collaborated with industry giants such as Playtech and DraftKings, delivering data-driven solutions that redefine user engagement. As the CEO of MetaLottery and Tarcha Group, Ben combines his extensive gaming background with expertise in blockchain architecture and Web3 integration, building secure, scalable, and compliant platforms for the digital economy.
In conjunction with their appointments, on December 31, 2025, the Company entered into a consulting agreement with each of Mr. Katzenelson and Harris. Under the terms of each of the consulting agreements, each of Mr. Katzenelson and Harris is entitled to a monthly fee of $30,000, retroactive to August 20, 2025 (in each case the “Base Fee”) for a three year period. In addition, in the event that the Company decides to terminate a consulting agreement for any reason other than cause (as defined in each agreement) or there is Change of Control (as defined in each agreement), then the Company is to pay to each of them as the case may be, a severance payment equal to 36 months Base Fee. In addition, each of YK and EG is entitled to reimbursement for any amounts expended in the course of their services to the Company.
Each consulting agreement contains standard confidentiality and non-compete arrangements.
The foregoing summary of the consulting agreements does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series B Preferred Stock
On November 26, 2025, the Company filed a certificate of designation (the “B Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B Preferred Stock. The material terms of the Series B- Preferred Stock are described below. The total number of authorized shares of the Series B-8 Preferred Stock is 100,000 shares. On December 31 2025, an amendment was filed to the B Certificate of Designation with respect to the number of shares of Common stock into which the Series B Preferred Stock are to mandatorily convert.
Mandatory Conversion
Each outstanding share of Series B Preferred Stock will automatically convert into 25,000 shares of Common Stock (the “B Mandatory Conversion”) upon the effectiveness of the Authorized Increase in Shares of Common Stock
Liquidation Preference
In the event of any liquidation or dissolution of the Company, the holders of Series B Preferred Stock shall be entitled receive, pro rata with the holders of the Company’s Common Stock, and any other shares of preferred stock of the Company identified as “Designated Preferred Stock,” a per share amount equal to such amount per share as would have been payable had all shares of Series B Preferred Stock been converted to Common Stock pursuant to the B Certificate of Designation (without giving effect to any ownership limitations therein) immediately prior to such liquidation or dissolution of the Company (the “Liquidation Preference”).
Redemption
The Series B Preferred Stock are not redeemable.
Dividends
Dividends will be paid on the Series B Preferred Stock on an as-converted basis when, as, and if paid on the Common Stock.
Voting Rights
Except as required by law, each share of Series B Preferred Stock shall be entitle its holder to vote fifteen thousand shares (15,000) at any meeting of the stockholders or otherwise to participate in any action taken by the Company or the stockholders thereof, or to receive notice of any meeting of stockholders.
The foregoing summary of the B Certificate of Designation and the amendment thereof does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement dated as of December 31, 2025 between AppYea Inc. and Mark Katzenelson | |
| 10.2 | Consulting Agreement dated as of December 31, 2025 between AppYea Inc. and Ben Harris | |
| 99.1 | Certificate of Designation of the Series B Preferred Stock | |
| 99.2 | Amendment to Designation of the Series B Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AppYea, Inc. | ||
| By: | /s/ Ron Mekler | |
| Name: | Ron Mekler | |
| Title: | Chief Financial Officer | |
Date: January 7, 2026
Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is dated as of December 31, 2025 (the “Effective Date”) among APPYEA INC., a company existing under the laws of Nevada and having an office at 16 Balfour Street, Jerusalem, Israel (the “Company”) and Mark Nerya Katzenelson (the “Consultant”)
WHEREAS:
| A. | The Consultant has been appointed to the Board of Directors of the Company and to hold the office of President of the Company; | |
| B. | The Company and the Consultant shall provide the services specified herein, pursuant to the terms and conditions of this Agreement. |
THEREFORE this Agreement witnesses that in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:
1. Consulting Services
1.1 During the term of this Agreement, the Consultant shall provide the Company with management services customarily performed by a company president, which include, without limitation, carrying out the policy of the Board of Directors, and other activities that would otherwise be carried out by the Company’s President including undertaking all lawful and reasonable directions, duties and instructions given to it from time to time by the Board of Directors of the Company (the “Consulting Services”).
1.2 The Consultant shall devote such of his business and professional time, and best efforts to the business and affairs of the Company, and the Consultant shall not engage or contract any other person or entity to perform the Consulting Services or any part thereof without the prior written consent of the Company.
1.3 The Consultant shall report regularly to the Company’s Board of Directors. The Consultant acknowledges and agrees that its duties may involve domestic and international travel.
1.4 Neither the Consultant nor anyone acting on their behalf, without the prior written authorization of the Company’s Board of Directors, shall directly or indirectly, engage in any activities which, cause the Consultant to compete with the Company. It is hereby understood that the Consultant may hold shares in other businesses, which do not compete with the Company and may additionally act as a director in such businesses’ board of directors, and such activities shall not be deemed as a breach of this Agreement. Notwithstanding the aforesaid, it is hereby clarified that the Consultant may provide consulting or other services to other companies subject to the non-competition provisions set out in Exhibit B.
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1.5 The Consultant shall not partake in any illegal business practices. Without derogating from the generality of the immediately preceding sentence, neither the Consultant nor anyone acting on his behalf, shall directly or indirectly, accept any payment or consideration, including without limitation, commission, rebate, discount or gratuity in cash or in kind, from any person who has or is likely to have a business relationship with the Company, or is engaged in a business competing in any aspect with the business of the Company.
1.6 The Company shall add the Consultant as an insured person under its D&O insurance policy and shall enter into an indemnification agreement with the Consultant similar to such indemnification agreement entered into with its directors and officers.
2. Consultant Representation and Warranties
2.1 The Consultant represents and warrants to the Company each of the following:
(i) This Agreement has been duly authorized, executed and delivered by the Consultant and constitutes the legal, valid and binding obligation of the Consultant, enforceable in accordance with its terms. The execution and consummation of this Agreement by the Consultant, does not and shall not constitute any breach and/or violation of any law, regulation or other agreement, obligation or undertaking to which the Consultant, and anyone acting on its behalf, is a party and there is no impediment of any kind whatsoever, preventing the Consultant from fully complying with all of the provisions of this Agreement.
(ii) The Consultant has full right and power to enter into and perform this Agreement without the consent of any third party.
(iii) The Consultant has the experience and expertise required to properly render the Consulting Services.
3. Term of the Agreement
3.1 Subject to the terms hereof, this Agreement shall enter into effect on the Effective Date and shall remain in full force and effect for a period of thirty-six (36) months, that is until December 30, 2028 (the “Term”), unless terminated earlier solely for the reasons set out in Section 3.3.
3.2 The Consultant may at any time upon 90 days’ notice terminate this Agreement.
3.3 Notwithstanding the foregoing, the Company may, at any time following the Effective Date, terminate this Agreement immediately by provision of a written notice, in which case the termination of this Agreement shall be the effective date of such notice of immediate termination, in any of the following circumstances:
(i) a final judgment convicting the Consultant with a criminal offence involving disgrace;
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(ii) under circumstances that, if the Consultant were an employee of the Company, would have denied him the right to receive severance payments under applicable law;
(iii) the Consultant materially breached his undertakings as set forth in this Agreement, which was not cured upon 30 days prior written notice.
3.4 Immediately upon the termination of this Agreement, for any reason, the Consultant shall, return to the Company all property provided to it/him by the Company and in its/his possession, including (without limitation) any vehicle, cellular phone or other equipment, document, drawings, plans, , products, samples, designs and the like and all copies thereof, received by Consultant.
4. Termination/ Change in Control
4.1 If this Agreement is terminated by the Company for any reason, other than pursuant to Section 3.3, then the Company shall pay to the Consultant within ten (10) days, an amount equal to thirty-six (36) months’ Base Consideration (as that term is defined in Section 1 of Exhibit A).
4.2 In the event of a Change of Control and in the event the Consultant shall then hold any options, rights, warrants, or other entitlements for the purchase or acquisition of securities in the capital of the Company (collectively, the “Options”), regardless of whether such Options are then exercisable in accordance with the terms thereof and notwithstanding the terms and conditions of such Options or of any plan or other document affecting such Options, all of such Options shall thereupon be immediately fully vested and any unexercised portion of such Options shall thereafter be exercisable by the Consultant.
4.3 For the purposes of this agreement, a “Change of Control” means any of the following:
| (i) | at least 50% of the fair-market value of all the assets of the Company are sold; | |
| (ii) | there is a direct or indirect acquisition by a person or group of persons (excluding the Consultant or any person associated with the Consultant), acting jointly or in concert, of voting securities of the Company and as the same may be amended from time to time and any successor legislation thereto) that when taken together with any voting securities owned directly or indirectly by such person or group of persons at the time of the acquisition, constitute 33% or more of the outstanding voting securities of the Company, provided that Board of Directors has not recommended to security holders to reject the terms of such acquisition. | |
| (iii) | a liquidation, dissolution or winding-up of the Company; or | |
| (iv) | the amalgamation, merger or arrangement of the Company with or into another entity where the shareholders of the Company immediately prior to the transaction will hold less than 51% of the voting securities of the resulting entity upon completion of the transaction. |
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5. Compensation
5.1 In consideration for the Consulting Services pursuant to this Agreement, the Consultant shall, as of the Effective Date, be entitled to receive compensation as set forth in Exhibit A hereto.
5.2 The Consultant acknowledges and agrees that the compensation payable to it pursuant to this Agreement may be made by the Company or any of its subsidiaries.
6. Confidentiality and Intellectual Property Assignment.
6.1 Consultant hereby agrees to the provisions of the Company’s Proprietary Information, Confidentiality and Non-Competition Agreement attached in Exhibit B hereto and simultaneously herewith executes and agrees to execute a copy thereof.
7. The Nature of the Contractual Relationship
7.1 The Consultant, hereby declares, undertakes and agrees, that:
7.1.1 its/his relationship with the Company will be that of an independent consultant and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship between the Company and the Consultant;
7.1. 2 it/he will not be entitled to any of the benefits that the Company may make available to its employees that are based on their compensation (such as severance payment, education funds etc.);
7.1.3 no title that the Consultant shall carry while acting in the capacity of a consultant of the Company, nor any conduct by the Company, the Consultant, shall derogate from this Section 7.
7.2 Subject to the provisions of Exhibit A hereto, Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any tax authority with respect to the Consultant’s performance of the Consulting Services and receipt of fees under this Agreement. The Consultant acknowledges that the Company will not withhold or make payments for National Insurance Institute; make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on the Consultant’s behalf.
7.3 The Consultant shall make all payments to the National Insurance Institute if required under applicable law and any other payment imposed upon it by law and it shall be solely responsible in respect thereof. The Company shall be entitled to require the Consultant to produce evidence of that payments as aforesaid have been made, if such payments are required by applicable law.
7.4 The Consultant hereby agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest, which should have been paid by Consultant, if and to extent the Company has actually paid any such amounts.
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7.5 The Consultant agrees that neither Consultant nor anyone acting on its behalf shall file a claim against the Company in connection with employer-employee relations between the Consultant and the Company unless the Company breached its obligations hereunder, and if Consultant or anyone acting on its behalf does so, the Consultant shall indemnify and hold the Company harmless upon its first demand for any amounts and expense actually paid by the Company in respect of or in connection with such a claim, including legal fees.
7.6 If for any reason whatsoever a competent authority, including a judicial body, determines that the Consultant is the Company’s employee, or is entitled to any payment as an employee, the following provisions shall apply:
7.6.1 In lieu of all consideration that was paid to the Consultant by the Company from the Effective Date the Consultant shall be deemed only entitled to gross consideration equal to 70% of the consideration actually paid (the “Adjusted Consideration”).
8. Miscellaneous
8.1 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
8.2 Governing Law. This Agreement shall be subject solely to and interpreted in accordance with the laws of the State of Nevada and the appropriate court shall have exclusive jurisdiction over this matter.
8.3 No Assignment. This Agreement may not be assigned by the Consultant and/or Service Provider without Company’s prior and written consent, and any such attempted assignment shall be void and of no effect.
8.4 Waiver. No waiver by any party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by any party of any right under this Agreement shall be construed as a waiver of any other right.
8.5 Entire Agreement. This Agreement and its Exhibit A hereto is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions and/or agreements (written or oral) between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.
8.6 Survival. The following provisions shall survive termination of this Agreement: Section 3.4, Section 4, Section 6, Section 7 and Section 8 of this Agreement, and Section 6 of Exhibit A.
8.7 Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
| APPYEA, INC. | ||
| By: | /s/ Yakir Abadi | |
| Name: | Yakir Abadi | |
| Title: | CEO | |
/s/ Mark Nerya Katzenelson |
|
| Mark Nerya Katzenelson |
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Exhibit A
1. Compensation. In consideration for the performance of the Consulting Services in accordance with this Agreement, the Company shall pay to the Consultant the amount of $30,000 (plus VAT) monthly consideration (the “Base Consideration”), retroactive to August 20, 2025, upon receipt by the Company of an invoice from the Consultant. The Base Consideration shall be paid monthly in arrears.
2. Reimbursement of Expenses. The Consultant will be authorized to incur reasonable expenses in carrying out the Consulting Services for the Company under this Agreement and shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in connection with the performance of the Consulting Services, provided that all such expenses are expended in accordance with the Company’s then current policies.
| 2.1 | Among other things, the Consultant will be authorized to incur expenses for meals a and entertainment, transportation (including ride-hailing, taxis, car rentals, parking, and gasoline), office supplies, and travel. | |
| 2.2 | The Company shall provide the Consultant with a cellular phone for the performance of its duties under this Agreement. The Company shall pay for all expenses and taxes concerning the use of said cellular phone. In addition, the Company shall reimburse the Consultant for any expense incurred in connection with one phone line installed in the Service Provider’s home including any applicable tax arising from the reimbursement under this Section. | |
| 2.3 | Where the Consultant is required to travel internationally in connection with the performance of the Consulting Services under this Agreement, the Consultant will be reimbursed for travel-related expenses, and when travelling via air, the Consultant is authorized to travel “business class” or, if there is no “business class” on the required flight, then the next highest class above “economy class” on that particular flight. Additionally, the Consultant will be entitled to book accommodations that have been rated with a minimum of four stars. |
3. Paid Absence. The Consultant shall be entitled to receive full payment from the Company for up to 30 business days per year, as well as all Jewish holidays, despite the Consultant’s absence on such days.
4. VAT & Withholding. All payments to be made hereunder are exclusive of value added taxes which shall be added to such payments based on the then current value added tax rate. The Base Consideration and any expense reimbursement provided for hereunder shall be payable subject to receipt of and in accordance with a valid withholding tax certificate duly issued by the Israel Tax Authority (the “ITA”), if required by applicable tax regulations. Each invoiced amount shall be due and payable within five (5) days from the date of receipt thereof. The Company shall deduct from all payments due and payable hereunder any taxes and related mandatory costs that must be deducted at source or with respect to which the Company is otherwise deemed liable to pay according to applicable law or the aforementioned withholding tax certificate, if required by applicable law.
6. No Additional Compensation. Subject to the Agreement and, for greater certainty, Section 4 of the Agreement, the foregoing shall constitute the full and final payment for the Consulting Services rendered pursuant to this Agreement and the Consultant shall not be entitled to any other payment in connection with the Agreement and the Consulting Services and the Company shall not be obliged to pay to the Consultant any additional consideration, fees or expense reimbursement whatsoever.
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Exhibit 10.2
CONSULTING AGREEMENT
THIS AGREEMENT is dated as of December 31, 2025 (the “Effective Date”) among APPYEA INC., a company existing under the laws of Nevada and having an office at 16 Balfour Street, Jerusalem, Israel (the “Company”) and Ben Harris (the “Consultant”)
WHEREAS:
| A. |
The Consultant has been appointed to the Board of Directors of the Company and to hold the office of Chief Technology Officer of the Company; |
| B. |
The Company and the Consultant shall provide the services specified herein, pursuant to the terms and conditions of this Agreement. |
THEREFORE this Agreement witnesses that in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party hereto, the parties agree as follows:
1. Consulting Services
1.1 During the term of this Agreement, the Consultant shall provide the Company with management services customarily performed by a company chief technology officer, which include, without limitation, overseeing the design and development of the Company technology solutions, and other activities that would otherwise be carried out by the Company’s Chief Technology Officer including undertaking all lawful and reasonable directions, duties and instructions given to it from time to time by the Board of Directors of the Company (the “Consulting Services”).
1.2 The Consultant shall devote such of his business and professional time, and best efforts to the business and affairs of the Company, and the Consultant shall not engage or contract any other person or entity to perform the Consulting Services or any part thereof without the prior written consent of the Company.
1.3 The Consultant shall report regularly to the Company’s Board of Directors. The Consultant acknowledges and agrees that its duties may involve domestic and international travel.
1.4 Neither the Consultant nor anyone acting on their behalf, without the prior written authorization of the Company’s Board of Directors, shall directly or indirectly, engage in any activities which, cause the Consultant to compete with the Company. It is hereby understood that the Consultant may hold shares in other businesses, which do not compete with the Company and may additionally act as a director in such businesses’ board of directors, and such activities shall not be deemed as a breach of this Agreement. Notwithstanding the aforesaid, it is hereby clarified that the Consultant may provide consulting or other services to other companies subject to the non-competition provisions set out in Exhibit B.
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1.5 The Consultant shall not partake in any illegal business practices. Without derogating from the generality of the immediately preceding sentence, neither the Consultant nor anyone acting on his behalf, shall directly or indirectly, accept any payment or consideration, including without limitation, commission, rebate, discount or gratuity in cash or in kind, from any person who has or is likely to have a business relationship with the Company, or is engaged in a business competing in any aspect with the business of the Company.
1.6 The Company shall add the Consultant as an insured person under its D&O insurance policy and shall enter into an indemnification agreement with the Consultant similar to such indemnification agreement entered into with its directors and officers.
2. Consultant Representation and Warranties
2.1 The Consultant represents and warrants to the Company each of the following:
(i) This Agreement has been duly authorized, executed and delivered by the Consultant and constitutes the legal, valid and binding obligation of the Consultant, enforceable in accordance with its terms. The execution and consummation of this Agreement by the Consultant, does not and shall not constitute any breach and/or violation of any law, regulation or other agreement, obligation or undertaking to which the Consultant, and anyone acting on its behalf, is a party and there is no impediment of any kind whatsoever, preventing the Consultant from fully complying with all of the provisions of this Agreement.
(ii) The Consultant has full right and power to enter into and perform this Agreement without the consent of any third party.
(iii) The Consultant has the experience and expertise required to properly render the Consulting Services.
3. Term of the Agreement
3.1 Subject to the terms hereof, this Agreement shall enter into effect on the Effective Date and shall remain in full force and effect for a period of thirty-six (36) months, that is until December30, 2028 (the “Term”), unless terminated earlier solely for the reasons set out in Section 3.3.
3.2 The Consultant may at any time upon 90 days’ notice terminate this Agreement.
3.3 Notwithstanding the foregoing, the Company may, at any time following the Effective Date, terminate this Agreement immediately by provision of a written notice, in which case the termination of this Agreement shall be the effective date of such notice of immediate termination,
in any of the following circumstances:
(i) a final judgment convicting the Consultant with a criminal offence involving disgrace;
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(ii) under circumstances that, if the Consultant were an employee of the Company, would have denied him the right to receive severance payments under applicable law;
(iii) the Consultant materially breached his undertakings as set forth in this Agreement, which was not cured upon 30 days prior written notice.
3.4 Immediately upon the termination of this Agreement, for any reason, the Consultant shall, return to the Company all property provided to it/him by the Company and in its/his possession, including (without limitation) any vehicle, cellular phone or other equipment, document, drawings, plans, , products, samples, designs and the like and all copies thereof, received by Consultant.
4. Termination/ Change in Control
4.1 If this Agreement is terminated by the Company for any reason, other than pursuant to Section 3.3, then the Company shall pay to the Consultant within ten (10) days, an amount equal to thirty-six (36) months’ Base Consideration (as that term is defined in Section 1 of Exhibit A).
4.2 In the event of a Change of Control and in the event the Consultant shall then hold any options, rights, warrants, or other entitlements for the purchase or acquisition of securities in the capital of the Company (collectively, the “Options”), regardless of whether such Options are then exercisable in accordance with the terms thereof and notwithstanding the terms and conditions of such Options or of any plan or other document affecting such Options, all of such Options shall thereupon be immediately fully vested and any unexercised portion of such Options shall thereafter be exercisable by the Consultant.
4.3 For the purposes of this agreement, a “Change of Control” means any of the following:
| (i) | at least 50% of the fair-market value of all the assets of the Company are sold; | |
| (ii) | there is a direct or indirect acquisition by a person or group of persons (excluding the Consultant or any person associated with the Consultant), acting jointly or in concert, of voting securities of the Company and as the same may be amended from time to time and any successor legislation thereto) that when taken together with any voting securities owned directly or indirectly by such person or group of persons at the time of the acquisition, constitute 33% or more of the outstanding voting securities of the Company, provided that Board of Directors has not recommended to security holders to reject the terms of such acquisition. | |
| (iii) | a liquidation, dissolution or winding-up of the Company; or | |
| (iv) | the amalgamation, merger or arrangement of the Company with or into another entity where the shareholders of the Company immediately prior to the transaction will hold less than 51% of the voting securities of the resulting entity upon completion of the transaction. |
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5. Compensation
5.1 In consideration for the Consulting Services pursuant to this Agreement, the Consultant shall, as of the Effective Date, be entitled to receive compensation as set forth in Exhibit A hereto.
5.2 The Consultant acknowledges and agrees that the compensation payable to it pursuant to this Agreement may be made by the Company or any of its subsidiaries.
6. Confidentiality and Intellectual Property Assignment.
6.1 Consultant hereby agrees to the provisions of the Company’s Proprietary Information, Confidentiality and Non-Competition Agreement attached in Exhibit B hereto and simultaneously herewith executes a copy thereof.
7. The Nature of the Contractual Relationship
7.1 The Consultant hereby declares, undertakes and agrees, that:
7.1.1 its/his relationship with the Company will be that of an independent consultant and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship between the Company and the Consultant;
7.1.12 it/he will not be entitled to any of the benefits that the Company may make available to its employees that are based on their compensation (such as severance payment, education funds etc.);
7.1.3 no title that the Consultant shall carry while acting in the capacity of a consultant of the Company, nor any conduct by the Company, the Consultant, shall derogate from this Section 7.
7.2 Subject to the provisions of Exhibit A hereto, Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any tax authority with respect to the Consultant’s performance of the Consulting Services and receipt of fees under this Agreement. The Consultant acknowledges that the Company will not withhold or make payments for National Insurance Institute; make unemployment insurance or disability insurance contributions, or obtain worker’s compensation insurance on the Consultant’s behalf.
7.3 The Consultant shall make all payments to the National Insurance Institute if required under applicable law and any other payment imposed upon it by law and it shall be solely responsible in respect thereof. The Company shall be entitled to require the Consultant to produce evidence of that payments as aforesaid have been made, if such payments are required by applicable law.
7.4 The Consultant hereby agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest, which should have been paid by Consultant, if and to extent the Company has actually paid any such amounts.
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7.5 The Consultant agrees that if it shall file a claim against the Company in connection with employer-employee relations between the Consultant and the Company unless the Company breached its obligations hereunder, and if it or anyone acting on its behalf does so, the Consultant shall indemnify and hold the Company harmless upon its first demand for any amounts and expense actually paid by the Company in respect of or in connection with such a claim, including legal fees.
7.6 If for any reason whatsoever a competent authority, including a judicial body, determines that the Consultant is the Company’s employee, or is entitled to any payment as an employee, the following provisions shall apply:
7.6.1 In lieu of all consideration that was paid to the Consultant by the Company from the Effective Date the Consultant shall be deemed only entitled to gross consideration equal to 70% of the consideration actually paid (the “Adjusted Consideration”).
8. Miscellaneous
8.1 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
8.2 Governing Law. This Agreement shall be subject solely to and interpreted in accordance with the laws of the State of Nevada and the appropriate court shall have exclusive jurisdiction over this matter.
8.3 No Assignment. This Agreement may not be assigned by the Consultant and/or Service Provider without Company’s prior and written consent, and any such attempted assignment shall be void and of no effect
8.4 Waiver. No waiver by any party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by any party of any right under this Agreement shall be construed as a waiver of any other right.
8.5 Entire Agreement. This Agreement and its Exhibit A hereto is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions and/or agreements (written or oral) between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.
8.6 Survival. The following provisions shall survive termination of this Agreement: Section 3.4, Section 4, Section 6, Section 7 and Section 8 of this Agreement, and Section 6 of Exhibit A.
8.7 Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
| APPYEA, INC. | ||
| By: | /s/ Yakir Abadi | |
| Name: | Yakir Abadi | |
| Title: | CEO | |
/s/ Ben Harris | |
| BEN HARRIS |
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Exhibit A
1. Compensation. In consideration for the performance of the Consulting Services in accordance with this Agreement, the Company shall pay to the Consultant the amount of $30,000 (plus VAT) monthly consideration (the “Base Consideration”), retroactive to August 20, 2025 upon receipt by the Company of an invoice from the Consultant. The Base Consideration shall be paid monthly in arrears.
2. Reimbursement of Expenses. The Consultant will be authorized to incur reasonable expenses in carrying out the Consulting Services for the Company under this Agreement and shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in connection with the performance of the Consulting Services, provided that all such expenses are expended in accordance with the Company’s then current policies.
| 2.1 | Among other things, the Consultant will be authorized to incur expenses for meals a and entertainment, transportation (including ride-hailing, taxis, car rentals, parking, and gasoline), office supplies, and travel. |
| 2.2 | The Company shall provide the Consultant with a cellular phone for the performance of its duties under this Agreement. The Company shall pay for all expenses and taxes concerning the use of said cellular phone. In addition, the Company shall reimburse the Consultant for any expense incurred in connection with one phone line installed in the Service Provider’s home including any applicable tax arising from the reimbursement under this Section. |
| 2.3 | Where the Consultant is required to travel internationally in connection with the performance of the Consulting Services under this Agreement, the Consultant will be reimbursed for travel-related expenses, and when travelling via air, the Consultant is authorized to travel “business class” or, if there is no “business class” on the required flight, then the next highest class above “economy class” on that particular flight. Additionally, the Consultant will be entitled to book accommodations that have been rated with a minimum of four stars. |
3. Paid Absence. The Consultant shall be entitled to receive full payment from the Company for up to 30 business days per year, as well as all Jewish holidays, despite the Consultant’s absence on such days.
4. VAT & Withholding. All payments to be made hereunder are exclusive of value added taxes which shall be added to such payments based on the then current value added tax rate. The Base Consideration and any expense reimbursement provided for hereunder shall be payable subject to receipt of and in accordance with a valid withholding tax certificate duly issued by the Israel Tax Authority (the “ITA”), if required by applicable tax regulations. Each invoiced amount shall be due and payable within five (5) days from the date of receipt thereof. The Company shall deduct from all payments due and payable hereunder any taxes and related mandatory costs that must be deducted at source or with respect to which the Company is otherwise deemed liable to pay according to applicable law or the aforementioned withholding tax certificate, if required by applicable law.
6. No Additional Compensation. Subject to the Agreement and, for greater certainty, Section 4 of the Agreement, the foregoing shall constitute the full and final payment for the Consulting Services rendered pursuant to this Agreement and the Consultant shall not be entitled to any other payment in connection with the Agreement and the Consulting Services and the Company shall not be obliged to pay to the Consultant any additional consideration, fees or expense reimbursement whatsoever.
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Exhibit 99.1
Exhibit 99.2
