Techlott Inc 10-Q for FY2023 Q3
Techlott Inc. (LOTT)
About this 10-Q
Techlott Inc filed this 10-Q on November 16, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.46M
- compared with a net loss of $683K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
MARK ONE
for
the Quarterly Period ended
for the transition period from ________ to ________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | Zip Code |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | 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.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of November 14, 2023, there were outstanding shares of the registrant’s common stock, par value $0.0001 per share.
APPYEA, INC.
Form 10-Q
September 30, 2023
| 2 |
APPYEA INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 3 |
APPYEA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| September 30, 2023 | December 31, 2022 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Other accounts receivables | ||||||||
| Inventory Advance | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND DEFICIENCY | ||||||||
| Current liabilities | ||||||||
| Trade payables | ||||||||
| Other accounts payable and related party payables | ||||||||
| Short-term loans from related party | ||||||||
| Convertible loans from related party | ||||||||
| Convertible loans | ||||||||
| Convertible loans at fair value | ||||||||
| Financial liability at fair value | ||||||||
| Total liabilities | ||||||||
| DEFICIENCY | ||||||||
| AppYea Inc. Stockholders’ Deficiency: | ||||||||
| Convertible preferred stock, $ par value | ||||||||
| Common stock, $ par value | ||||||||
| Stock Payables | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total AppYea Inc. stockholders’ deficiency | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Total Deficiency | ( | ) | ( | ) | ||||
| Total liabilities and deficiency | ||||||||
| 4 |
APPYEA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
For the period of three months ended September 30, | For the period of nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Research and development expenses | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of convertible loans and warrant liability | ( | ) | ( | ) | ( | ) | ||||||||||
| Financial income (expenses), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss attributable to AppYea Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss per Common Share | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
| Weighted Average number of Common Shares Outstanding basic and diluted | ||||||||||||||||
| 5 |
APPYEA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY
(U.S. dollars in thousands except share data)
| Number | Amount | Number | Amount | Payables | Capital | Deficit | Total | interests | Deficiency | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Stock | Additional Paid in | Accumulated | Non-controlling | Total | ||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Payables | Capital | Deficit | Total | interests | Deficiency | |||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Share issuance upon conversion of convertible notes | ||||||||||||||||||||||||||||||||||||||||
| CLA - change of classification | ||||||||||||||||||||||||||||||||||||||||
| Share issuance upon conversion of preferred stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of shares to service providers | ||||||||||||||||||||||||||||||||||||||||
| Stock payables | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Stock | Additional Paid in | Accumulated | Non-controlling | Total | ||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Payables | Capital | Deficit | Total | interests | Deficiency | |||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares to service providers | - | |||||||||||||||||||||||||||||||||||||||
| Stock payables | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| 6 |
APPYEA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY
(U.S. dollars in thousands except share data)
| Number | Amount | Number | Amount | Payables | Capital | Deficit | Total | interests | Deficiency | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Stock | Additional Paid in | Accumulated | Non-controlling | Total | ||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Payables | Capital | Deficit | Total | interests | Deficiency | |||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||
| Balance as of July 1, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| CLA - change of classification | ||||||||||||||||||||||||||||||||||||||||
| Share issuance upon conversion of preferred stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Stock payables | - | - | ||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Stock | Additional Paid in | Accumulated | Non-controlling | Total | ||||||||||||||||||||||||||||||||||
| Number | Amount | Number | Amount | Payables | Capital | Deficit | Total | interests | Deficiency | |||||||||||||||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||||||||||||||||||
| Balance as of July 1, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of shares | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Stock payables | - | - | ||||||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| 7 |
APPYEA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| 2023 | 2022 | |||||||
| For The nine Months Ended | ||||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share based compensation | ||||||||
| Change in fair value of convertible loans and warrant liability and financial expenses | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accounts payables – related party | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from Investing activities: | ||||||||
| Research and development expenses capitalization | ( | ) | ||||||
| Net cash used by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds on account of Stock Payables | ||||||||
| Proceeds from convertible Note received less issuance expenses | ||||||||
| Issuance of warrants measured at FV | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange on cash and cash equivalents | ( | ) | ( | ) | ||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | ||||||||
| 8 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL
AppYea, Inc. (“AppYea”, “the Company”, “we” or “us”) was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and no operating history. On November 1, 2021 the Company was redomiciled in the State of Nevada.
The Company’s common stock is traded on the OTC Markets, QB tier, under the symbol “APYP”.
Reverse merger
In
anticipation of the reverse merger described below, on July 2, 2021, Boris Molchadsky a majority shareholder of the Company, acquired
in a private transaction from the former majority shareholder two hundred and twenty-five thousand () Shares of Series A Preferred
Stock of the Company.
On
August 2, 2021, the Company entered into a stock exchange agreement with SleepX Ltd., a company formed under the laws of the State of
Israel (“SleepX”) and controlled by the majority shareholder of AppYea, Pursuant to the agreement, the outstanding equity
capital consisting of common shares of SleepX was exchanged for shares of common stock of the Company, based on the
agreement that determined that to SleepX shareholders will be issued common shares in the amount that will result in them holding
SleepX is an Israeli research and development company that has developed a unique product for monitoring and treating sleep apnea and snoring. The technology is protected by several international patents and, subject to raising working capital, of which no assurance can be provided, the Company plans to start serial production in Q4 2023. The Company will focus on further development and commercialization of the products. Its strategy will include continued investment in research and development and new initiatives in sales and marketing.
SleepX
has incorporated, together with an unrelated third party, a privately held company under the laws of the State of Israel named Ta-nooma
Ltd. (“Ta-nooma”). Ta-nooma has developed sleeping monitoring technology for which patent applications were filed and has
no revenue from operation. Since its incorporation and as of the financial statements date, SleepX holds
In addition to SleepX, the Company has four wholly owned subsidiaries with no active operations.
| 9 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - GENERAL (cont.)
Financial position
The
financial statements are presented on a going concern basis. The Company has not yet generated any material revenues, has suffered
recurring losses from operations and is dependent upon external sources for financing its operations. As of September 30, 2023, and
December 31, 2022, the Company has a stockholders’ deficiency of $
The financial statements do not include any adjustments for the values of assets and liabilities and their classification may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”.
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, 2022. The accounting policies implemented in the interim financial statements is consistent with the accounting policies implemented in the annual financial statements as of December 31, 2022, except of the following accounting pronouncement adopted by the company.
Recently Issued Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated.
| 10 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)
with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stocks, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation.
Use of 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 an aggregate amount of $
During
2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS
| B. | Convertible loans from related party |
On
August 22, 2021 Evergreen Venture Partners LLC (“Evergreen”), owned by Douglas O. McKinnon, principle stockholder of the
Company, agreed to advance to the Company up to $
| 11 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS (cont.)
| C. | Balances with related parties |
SCHEDULE OF BALANCE WITH RELATED PARTIES
September 30, 2023 | December 31, 2022 | |||||||
| In U.S. dollars in thousands | ||||||||
| Liabilities: | ||||||||
| Employees and payroll accruals | ||||||||
| Related party payables | ||||||||
| Short term loan | ||||||||
| Convertible loan | ||||||||
| D. | Transactions with related parties |
SCHEDULE OF TRANSACTION WITH RELATED PARTIES
| 2023 | 2022 | |||||||
Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| In U.S. dollars in thousands | ||||||||
| Expenses: | ||||||||
| Management fee to the Company’s CEO | ||||||||
| Salaries and related cost *) | ||||||||
| Salaries and related cost | ||||||||
| *) |
| 12 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4 - CONVERTIBLE LOANS AND WARRANTS
The following table summarizes fair value measurements by level as of September 30, 2023 and December 31, 2022 measured at fair value on a recurring basis:
SCHEDULE OF FAIR VALUE RECURRING BASIS
| December 31, 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| In U.S. dollars in thousands | ||||||||||||||||
| Assets | ||||||||||||||||
| None | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Convertible Loans | ||||||||||||||||
| Financial liability | ||||||||||||||||
| September 30, 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| In U.S. dollars in thousands | ||||||||||||||||
| Assets | ||||||||||||||||
| None | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Convertible Loans | ||||||||||||||||
| Financial liability | ||||||||||||||||
The Convertible Loans changes consist of the following as of September 30, 2023 and December 31, 2022:
SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE
September 30, 2023 | December 31, 2022 | |||||||
| Convertible Loans at Fair Value | ||||||||
September 30, 2023 | December 31, 2022 | |||||||
| $000 | ||||||||
| Opening Balance | ||||||||
| Additional convertible loans (a) | ||||||||
| Repayment of convertible loan (b) | ( | ) | ||||||
| Conversion of convertible loan (c) | ( | ) | ||||||
| Decrease of Notes purchased (Note 6k) | ( | ) | ||||||
| Change in fair value of convertible loans liability through profit or loss | ( | ) | ||||||
| Closing balance | ||||||||
| (a) | ||
| (b) | ||
| (c) |
| 13 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.)
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 | As of | |||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Expected term (in years) | - | |||||||
| Expected average (Monte Carlo) volatility | % | % | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | %-% | % | ||||||
| WACC | % | % | ||||||
The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022:
SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS
| Warrants Outstanding and Exercisable | ||||||||||||||
Number of Warrants | Weighted Average Remaining | Weighted Average Exercise Price | Valuation as of December 31, 2022 | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2023:
| Warrants Outstanding and Exercisable | ||||||||||||||
Number of Warrants | Weighted Average Remaining | Weighted Average Exercise Price | Valuation as of September 30, 2023 | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| 14 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.)
The estimated fair values of the Warrants were measured according to the data as follows:
SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED
| As of | As of | |||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Expected term | ||||||||
| Expected average volatility | % | |||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | ||||||||
| Common Stock Market Value | $ | $ | ||||||
* options were cancelled (Note 6K)
NOTE 5 - STOCK BASED COMPENSATION
| A. | The table below depicts the number of options granted to consultants and employees: |
| Number of | Weighted average exercise price | |||||||
Nine months ended September 30, 2023 | ||||||||
| Number of | Weighted average exercise price | |||||||
| options | in USD | |||||||
| Options outstanding at January 1, 2023 | $ | |||||||
| Options granted during the period | $ | |||||||
| Options outstanding at the end of period | $ | |||||||
| Options exercisable at the end of period | $ | |||||||
| B. | The estimated fair values of the options granted to directors and employees were measured using Black and Scholes Model based on the following assumptions: |
| Grant date | July 1, 2021 | January 2022 | Q1-Q3’2023 | |||||||||
| Vesting period | years | years | - years | |||||||||
| Expected average volatility | % | % | %-% | |||||||||
| Expected dividend yield | ||||||||||||
| Common Stock Value | $ | $ | $ | |||||||||
| Risk-free interest rate | % | % | %-% | |||||||||
For the Nine months ended September 30, 2023 and 2022 the company recognized expenses, to such options, in the amount of $ and $, respectively. The expense is non-cash stock-based compensation expense resulting from options awards to our 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.
| 15 |
APPYEA INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6 - SIGNIFICANT EVENTS DURING THE PERIOD
| A- | On January 1, 2023, Ron Mekler was appointed to the board of directors
of the Company. For his services he was granted stock option to purchase
of the Company’s common stock, valued at $ | |
| B- | On February 1, 2023, the Company engaged with Adi Shemer as a board
advisor. For his services he was granted stock option to purchase
of the Company’s common stock, valued at $ | |
| C- | During the first quarter of 2023, the Company signed an
amendment with an existing holder of a Convertible Note in the amount of $
The CLA was purchased by a third party during the third quarter and terms were changed according to Note 6-K. | |
| D- | On May 1, 2023, the Company engaged a consultant for management of CRM
system and marketing campaigns. In consideration, the consultant was granted stock options to purchase
of the Company’s common stock, valued at $ | |
| E- | On June 1, 2023, the Company engaged a consultant for its digital
marketing effort. For his services the consultant was granted stock options to purchase
of the Company’s common stock, valued at $ |
| 16 |
| F- | On June 14, 2023, SleepX Ltd, the Company’s subsidiary, was granted a patent (US20150119741A1) by the United States Patent and Trademark Office, titled: “Apparatus and Method for Diagnosing Sleep Quality.” The patent extends through February 2036, and provides broad coverage in the field of sleep monitoring. | |
| G- | On June 18 2023, | |
| H- | In connection with Note 6-K, the holder of the Additional Third-Party Note agreed to extend the maturity date of such note to June 30, 2024 and to not convert such note during such period. In consideration thereof, the Company agreed with the holder that in the event that on June 30, 2024 the preceding 90 day VWAP is less than $0.04 (the “90 day VWAP”), then the Company will issue to the holder additional shares of the Company’s common stock where the number of shares is determined by quotient of the spread below $ times seven million shares divided by the 90 day VWAP. | |
| I- | On July 1, 2023, the
company granted Asaf Porat, the Company CFO, stock options to purchase
of the Company’s common stock, valued at $ | |
| J- | On July 7, 2023, the Board appointed Adi Shemer as Chief Executive Officer (“CEO”) of the Company, effective immediately. Mr.
Shemer has been working with the Company since February 2023 as a consultant. In connection with his appointment as CEO, Mr. Shemer and
the Company’s subsidiary SleepX, Ltd. entered into an Employment Agreement (the “Agreement”) setting forth the terms
of his employment and compensation. Under the Agreement, Mr. Shemer is entitled to monthly salary of | |
| Under the Agreement, Mr. Shemer was awarded options under the Company’s employee stock option plan for shares of the Company’s common stock at a per share exercise price of $, vesting over a period of 30 months, on a quarterly basis, beginning with the quarter ending September 30, 2023, provided that Mr. Shemer continues in the employ of SleepX and continues to provide CEO services to the Company. At the end of the 30-month period, Mr. Shemer is entitled to options for an additional shares at the same exercise price provided he has been in the continuous employ of SleepX. The options are exercisable through July 2033. In connection with the consulting services rendered prior to his appointment as CEO, he was awarded options for shares of the Company’s common stock, exercisable through July 2033 at a per share exercise price of $ per share, all of which have vested. |
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| K- | In June 2023, the Company
entered into a Subscription Agreement (the “Subscription Agreement”) with qualified investors (the
“Investor”), pursuant to which the Company agreed to issue and sell (the “Offering”) up to an aggregate of
shares of the Company’s common stock par value $
per share (the “Common Stock”) at a per share purchase price of $,
and Common Stock purchase warrants, exercisable for a two year period from the date of issuance, to purchase up to an additional
shares of Common Stock at a per share exercise price of $
(the “Warrants”). The subscription agreement was closed on July 19, 2023. As of September 30, 2023, the Company received
aggregate gross proceeds of $ | |
| The subscription proceeds are being used by the Company to complete the IOS design and development of its biofeedback snoring treatment wristband (the “Snoring Treatment Device”) as well as general corporate matters and readying for commercialization of the Snoring Treatment Device. | ||
| The Investor and other unaffiliated
entities (collectively, the “Purchasers’) purchased from Leonite Fund LP and Diagonal Lending LLC outstanding convertible
promissory notes issued by the Company. Following the purchase of these outstanding notes, | ||
| In
connection with the purchase from Leonite of the Note by the Purchasers, the | ||
| L- | On July 25, 2023, SleepX Ltd, the Company’s subsidiary, was granted a patent (US 11672472 B2) by the United States Patent and Trademark Office, titled: “Methods and systems for estimation of obstructive sleep apnea severity in wake subjects by multiple speech analyses.” The patent extends through December 2038, and provides broad coverage in the field of sleep monitoring. | |
| M- | On July 26, 2023, Mr. Boris Molchadsky sold Series A
convertible preferred stocks, for a total amount of $ | |
| N- | On August 16, 2023, the aforementioned purchasers completed
the purchase of Series A convertible preferred stocks and the purchase of a related party note. |
NOTE 7 - SUBSEQUENT EVENTS
| A- | On October 7th, 2023, “Iron Swords” war broke out in Israel (“The war”). As a result, the scope of economic and business activity in the country decreased. The company relies on foreign suppliers for manufacturing, marketing and shipment of products, and as such, doesn’t see any implication on the Company’s operations. Future product development made in Israel is likely to slow down. The Company is continuing to regularly follow developments on the matter and will continue to examine the effects on its operations. | |
| B- | At the end of October, the company wired to its wristband manufacturer the completion of the cost for manufacturing the first serial wristband units. The wristbands shall be delivered at the end of November and shipped to customers during December. | |
| C- | Following Note 6-K, the company received after the end of the
3rd quarter an additional aggregated $ | |
| D- | During November 2023, the Company was notified of a lawsuit that was originally filed on August, 2022, in the Tel Aviv Magistrate’s Court against our Chairman and majority shareholder, Boris Molchadsky, G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleePX Ltd.) and SleepX, Ltd., our subsidiary (collectively, the “Defendants”) [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel. A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023. The lawsuit is based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of agreements reached in a mediation proceeding that took place in 2015. On July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement of defense, denying the allegations and argued that the claim should be dismissed, due to the statute of limitations, lack of cause of action, lack of jurisdiction, delay in filing the claim, and respecting SleepX, also due to the lack of legal rivalry between SleepX and the plaintiff. | |
| Recently, the Magistrate’s Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred to the economic department of the District Court in Tel Aviv. | ||
| The first preliminary hearing has been scheduled for February 14, 2024. The Company and its legal consultants concluded that they cannot, at this stage, know the effects, if any, of these actions on its subsidiary SleepX and / or the Company, and accordingly, no provision was recorded. |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance levels of activity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission, or the SEC, on September 30, 2023/ As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “AppYea” mean AppYea, Inc. and our wholly-owned subsidiaries Sleepx LTD and Ta-Nooma LTD unless otherwise indicated or as otherwise required by the context.
Overview
AppYea, Inc. is a digital health company, focused on the development of accurate wearable monitoring solutions to treat sleep apnea and snoring and fundamentally improve quality of life.
Our solutions are based on our proprietary intellectual property portfolio comprised of Artificial Intelligence (AI) and sensing technologies for the tracking, analysis, and diagnosis of vital signs and other physical parameters during sleep time, offering extreme accuracy at affordable cost.
AI is a broad term generally used to describe conditions where a machine mimics “cognitive” functions associated with human intelligence, such as “learning” and “problem solving. Basic AI includes machine learning, where a machine uses algorithms to parse data, learn from it, and then make a determination or prediction about a given phenomenon. The machine is “trained” using large amounts of data and algorithms that provide it with the ability to learn how to perform the task.
General Background
Snoring is a general disorder caused due to repetitive collapsing and narrowing of the upper airway. Individuals with snoring problems are at increased risk of accidental injury, depression and anxiety, heart disease and stroke. Currently available treatments include surgical and non-surgical devices.
According to Fior Markets, a market intelligence company, the Global Anti-Snoring Treatment Market is expected to grow from USD 4.3 billion in 2020 to USD 8.6 billion by 2028, with a 9.07% CAGR between 2021 and 2028. While North America had the largest market share of 28.12% in 2020, Asia-Pacific region is witnessing significant growth due to the increasing prevalence of obesity and sedentary lifestyles in emerging economies.
Currently available anti-snoring devices consist mainly of oral appliances that are recommended for use by patients suffering from snoring or obstructive sleep apnea. These appliances are put before sleep and have a simple function of pushing either the lower jaw or the tongue forward. This keeps the epiglottis parted from the uvula and prevents the snoring sound created by the vibration of soft tissues of palate.
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Sleep apnea is a severe sleep condition in which individuals frequently stop breathing in their sleeping, this leads to insufficient oxygen supply to the brain and the rest of the body which, in turn may lead to critical problems. There are three main types of apnea: (i) Obstructive Sleep Apnea (“OSA”), the most common form caused by the throat muscles relaxing during sleep; (ii) Central sleep apnea, which occurs when the brain doesn’t send the proper signals to the muscles that control the breathing; and (iii) complex sleep apnea syndrome, which occurs when an individual suffers from both OSA and central sleep apnea. While OSA is a common disorder in the elderly population, affecting approximately 13 to 32% of people aged over 65, sleep apnea can occur at any age and affects approximately 25% of men and nearly 10% of women.
In 2020, North America dominated the sleep apnea device market, as it accounted for 49% of the revenue, the global market size was valued at USD 3.7 billion and is expected to expand by 6.2% CAGR, according to a report by Grand View Research Inc., reaching USD 6.1 billion by 2028.
The global sleep apnea and snoring market is driven in large part by solutions that can be applied in at home-settings or healthcare settings, as these tools will drive decisions regarding specific treatments and the associated outlays. However, despite advances in medical imaging and other diagnostic tools, misdiagnosis remains a common occurrence. We believe that improved diagnoses and outcomes are achievable through the adoption of AI-based decision support tools.
Our Products and Product Candidates
Our initial focus is on the development of supporting solutions utilizing our proprietary platform. Our current business plan focuses on two principal devices and an App currently in development:
AppySleep – Biofeedback snoring treatment wristband, combined with the AppySleep App.
This wristband uses unique algorithms designed by SleepX combined with sensors to monitor physiological parameters during sleep. Based on real time reactions, the wristband will vibrate, when necessary, in order to decrease the snoring and regulate breathing by gently bringing the user to a lighter sleep and thus ceasing the snoring event.
The AppySleep product is currently in serial manufacturing stage.
AppySleep PRO – is a wristband for the treatment of sleep apnea using biofeedback in combination with AppySleep PRO app. The unique algorithms of AppySleep PRO, combined with the wristband sensors, monitor sleep apnea events and additional physiological parameters during sleep, and when necessary, the wristband vibrates according to real time events, in order to decrease and cease sleep apnea events.
AppySleep LAB – Is a medical application, available for downloading on a smartphone, and used to monitor breathing patterns in the sleep and identify sleep apnea episodes without direct contact to the user.
During the 3rd quarter of 2023 we filed a Trademark request application for the registration of AppySleep and changed its products names from DreamIT, SleepX PRO, and DreamIT PRO, to AppySleep, AppySleep LAB, and AppySleep PRO, respectively.
Recent Developments
We started manufacturing our wristband for the Android App during November 2023, and we expect it would be delivered to our pre-ordered customers during December 2023.
In addition, following our capital raise in June-July 2023, we have recharged our development efforts and are currently focusing on the development of our new IOS & Android App version of AppySleep which we anticipate releasing to the market during the first quarter of 2024. The new App will be cloud based with newly added features that we believe will improve its diagnostic abilities.
We are finalizing our marketing materials and landing pages, and we plan to start intensive marketing efforts for our product during December 2023.
We continue to expand our patent portfolio in purpose of increasing our advantage versus other sleep monitoring companies which aren’t treating snoring and obstructive sleep apnea.
The License Agreement
Our business derives from a licensing agreement entered into as of March 15, 2020, as subsequently amended (the “License Agreement”), by SleepX Ltd., our Israeli subsidiary, B.G. Negev Technologies and Applications Ltd., a company formed under the laws of the State of Israel (“BGN”) and Mor Research Application Ltd. a company formed under the laws of Israel (“Mor”; together with BGN, the Licensors”). BGN is a company wholly owned by Ben Gurion University of the Negev in Israel and Mor, is the technology transfer arm of the Clalit Health Services, an Israeli non-profit healthcare insurance and service provider. Under the License Agreement, our Israeli subsidiary was granted a worldwide royalty bearing and exclusive license exclusive worldwide license with the right to grant sub-licenses and with a term of 15 years, to certain intellectual property to research, develop, manufacture use, market, distribute, offer for sale and sell sensor and software solutions for monitoring snoring and sleep apnea.
On May 1, 2022, our Israeli subsidiary and the Licensors entered into an amendment to the License Agreement (the “Amended License Agreement”) to include under the license certain sleep apnea treatment solutions that by combining speech descriptors from three separate and distinct speech signal domains, these speech descriptors may provide the ability to estimate the severity of sleep apnea using statistical learning and speech analysis approaches.
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As consideration for the licenses above, our Israeli subsidiary has agreed to pay the following to the Licensors:
| (i) | A royalty of 3.0% of net sales received from the licensed products for a period of up to 15 years from initiation of sales in each state using licensed intellectual property; | |
| (ii) | 25% of sublicense fees received prior to attainment of all regulatory approval for marketing and sale of the licensed products in the first jurisdiction where the licensed products are intended to be sold; thereafter, 15% of sublicense fees received after the date regulatory approval, but prior to the first commercial sale of the licensed products; and 10% of sublicense fees received after the first commercial sale; | |
| (iii) | An annual license fee, commencing on fifth anniversary of the License Agreement (i.e., March 2025) of $20,000, and thereafter on each anniversary date as follows |
| Year | Amount ($) | |||
| 6 | $ | 40,000 | ||
| 7 | $ | 60,000 | ||
| 8 | $ | 80,000 | ||
| 9-15 | $ | 100,000 | ||
The Annual Fee is non-refundable, but it shall be credited each year due, against the royalty noted above, to the extent that such are payable, during that year.
| (iv) | Milestone payment of $60,000 upon the attainment of regulatory approval from applicable authority in USA or Europe to market and sell the licensed products |
As of the date of these financials, we have not achieved any of these milestones.
Under the License Agreement, the Licensors are entitled to terminate the License Agreement under certain conditions relating to a material change in the business of our Israeli subsidiary or a breach of any material obligation thereunder or to a bankruptcy event of our Israeli subsidiary. Under certain conditions, our Israeli subsidiary may terminate the License Agreement and return the licensed information to the Licensors.
In the event of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary or of the Company and/or consolidation of the Israeli Subsidiary or the Company into or with another corporation (“Non IPO Exit”) or a listing of our common stock on a national exchange such as Nasdaq (the IPO Exit”), then the Licensors shall be entitled to an exit fee equal to 5% of the valuation of our company at the time of such exit and with respect to an IPO Exit, shares of common stock which will reflect in the aggregate 5% of the then outstanding common stock of the Company.
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 not generated any 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 include 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 programing, preclinical testing, manufacturing and related testing and clinical trial activities.
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 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
Comparison of the Three and Nine Months Ended September 30, 2023 to the Three and Nine Months Ended September 30, 2022
| For the three- months period ended September 30 | For the Nine months period ended September 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| U.S dollars | ||||||||||||||||
| Research and development expenses | 34,000 | 31,000 | 50,000 | 73,000 | ||||||||||||
| General and administrative expenses | 261,000 | 513,000 | 1,128,000 | 1,592,000 | ||||||||||||
| Financial income (expenses), net | (402,000 | ) | (19,000 | ) | (409,000 | ) | (65,000 | ) | ||||||||
| Loss for the period | (1,456,000 | ) | (683,000 | ) | (2,087,000 | ) | (738,000 | ) | ||||||||
Revenues. We have not recorded any revenues to date.
Research and Development Expenses, Research and development expenses increased from $31,000 to $34,000 during the three months ended September 30, 2022 and decreased from $73,000 to $50,000 during the nine months ended September 30, 2023.. The increase in research and development expenses during the three month period is primarily attributable to increased investment in intellectual property and development of our products which commenced during the third quarter of 2023 following the receipt of the proceeds of the private placements discussed in this report.
General and Administrative Expenses. General and administrative expenses decreased from $513,000 and $1,592,000 for the three and nine months ended September 30, 2022, to $261,000 and $1,128,000, respectively, for the corresponding periods in 2023. The decrease in general and administrative expenses during the three and nine month periods is primarily due to the allocation of salary and professional services expenses, of which $560,500 were non-cash stock based non-cash compensation expenses resulting from options awards to our management and advisors during 2023. In order to allocate expenses more accurately, as of the third quarter of 2023 the CEO salary expenses were allocated equally between research and development, sales and marketing and general and administrative, and the Chairman expenses were equally allocated between sales and marketing and general and administrative expenses.
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Loss. Loss for the three months and nine months ended September 30, 2023 was $1,456,000 and $2,087,000, respectively, and is primarily attributable to non-cash stock based compensation expenses referred to above.
Liquidity and Capital Resources
From inception, we have funded our operations from a combination of loans and sales of equity.
As of September 30, 2023, we had a total of $156,000 in cash resources and approximately $3,627,000 of liabilities, all of which are current liabilities.
AppYea has experienced operating losses since its inception and had a total accumulated deficit of $6,596,000 as of September 30, 2023. We expect to incur additional costs and require additional capital. We have incurred losses in nearly every year since inception. These losses have resulted in significant cash used in operations. During the fiscal quarters ended September 30, 2023 and 2022, our cash used in operations was approximately $410,000 and $505,000, respectively. We need to continue and amplify our research and development efforts for our product candidates (which are in various stages of development), strengthen our patent portfolio, establish operations processes and pursue FDA clearance and international regulatory approvals as we continue to conduct these activities, we expect the cash needed to fund operations to increase significantly over the next several years.
The following table provides a summary of operating, investing, and financing cash flows for the period ended September 30, 2023 and 2022 respectively:
| For the nine months ended | ||||||||
| September 30, 2023 | September 30, 2022 | |||||||
| US Dollars | ||||||||
| Net cash used in operating activities | $ | (410,000 | ) | (505,000 | ) | |||
| Net cash used in investment activities | $ | (36,000 | ) | - | ||||
| Net cash provided by Financing Activities | $ | 558,000 | 390,000 | |||||
Between June-October 2023, we raised an aggregate of $523,569 from the private placement of shares of our common stock at a per share price of $0.01 and the issuance of warrants, exercisable for a two year period from the date of issuance for an identical number of shares at a per share exercise price of $0.04, in respect of the raise the investors are entitled to an aggregate 52,356,900 shares of our common stock and identical number of warrants. The subscription proceeds are being used to complete the IOS design and development of its biofeedback snoring treatment wristband (the “Snoring Treatment Device”) as well as general corporate matters. The Funds are being utilized for the completion of the design and development and readying for commercialization of the Snoring Treatment Device. The investor is entitled to invest in the aforementioned terms up to $1,350,000 and no assurance can be provided that the Investors will in fact provide the additional investments as indicated.
Management believes that funds on hand, will enable us to fund our operations and capital expenditure requirements through the end of the first quarter of 2024. We need to raise additional operating capital in order to maintain operations as presently conducted and to realize our business plan.
Our accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these consolidated financial statements. However, the Company has incurred substantial losses. Our current liabilities exceed our current assets and available cash is not sufficient to fund the expected future operations. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our 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.
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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.
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 a stockholders’ deficit of $3,269,000 and a working capital deficit of $3,427,000 at September 30, 2023 as well as negative operating cash flows. Our report from our independent registered public accounting firm for the quarter ended September 30, 2023, includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of September 30, 2023, we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 30, 2023, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at reasonable assurance level, as further described below.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 11, 2022, a lawsuit was filed in the Tel Aviv Magistrate’s Court against our Chairman and majority shareholder, Boris Molchadsky, G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleepX Ltd.) and SleepX, Ltd., our subsidiary (collectively, the “Defendants”) [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel. A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023.
The lawsuit is based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of agreements reached in a mediation proceeding that took place in 2015.
The suit alleges that the Defendants, amongst other things, did not disclose to the plaintiff certain transactions to which the Plaintiff was presumably entitled to compensation and hence the plaintiff demanded an accounting of the transactions and refund of amounts invested. With respect to SleepX. the plaintiff alleged that it made a deal with Nexsense, Inc. which wasn’t disclosed to the plaintiff, while allegedly the technology and patents of Nexsense, Inc. were transferred to SleepX (which was established shortly before the reverse merger between AppYea and SleepX), thus allegedly aimed to the concealment of assets from the plaintiff.
On July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement of defense, denying the allegations and argued that the claim should be dismissed, due to the statute of limitations, lack of cause of action, lack of jurisdiction, delay in filing the claim, and respecting SleepX, also due to the lack of legal rivalry between SleepX and the plaintiff.
In addition, the Defendants submitted several preliminary requests to dismiss the claim outright, including a plea to dismiss the claim on the grounds it was submitted to the magistrate court, which is not the competent court according to law, due to the economic nature of the claim. Nexsense, Inc. submitted a request to dismiss the claim against it because it was not properly served under the law (given the different service rules for defendants whose domicile is outside of Israel).
Recently, the Magistrate’s Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred to the economic department of the District Court in Tel Aviv.
The first preliminary hearing has been scheduled for February 14, 2024.
We cannot, at this stage, know the effects, if any, of these actions on our subsidiary SleepX and / or the Company. However, SleepX together with the other Defendants, intend to vigorously defend against the lawsuit.
Aside from the disclosure above, from time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such 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.
ITEM 1A. RISK FACTORS
An investment in the Company’s Common Stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, in addition to other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our Common Stock. There have been no material changes to our risk factors contained in such registration statement.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
During the covered by this report period, we committed to issue to 5 investors an aggregate of 40,649,371 shares of our common stock upon investment of $406,494 in company equity.
We relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation S promulgated by the SEC under the Act with respect to the issuance of such securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION:
None
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ITEM 6. EXHIBITS
Exhibit Index:
| 26 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AppYea, Inc.
(Registrant)
| By: | /s/ Adi Shemer | By: | Asaf Porat | |
| Adi Shemer | Asaf Porat | |||
| Chief Executive Officer | Chief Financial Officer | |||
| (Principal Executive Officer) | (Principal Financial and Accounting Officer) | |||
| Date: November 16, 2023 | Date: November 16, 2023 | |||
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
OF REGISTRANT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14(a) or 15d-14(a) OF THE EXCHANGE ACT)
I, Adi Shemer, 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.
| By: | /s/ Adi Shemer | |
| Adi Shemer, Chief Executive Officer | ||
| (Principal Executive Officer) |
Date: November 16, 2023
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
OF REGISTRANT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14(a) or 15d-14(a) OF THE EXCHANGE ACT)
I, Asaf Porat, 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.
| By: | /s/ Asaf Porat | |
| Asaf Porat, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Date: November 16, 2023
EXHIBIT 32.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as created by 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 September 30, 2023 (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.
| /s/ Adi Shemer | |
| Adi Shemer, Chief Executive Officer | |
| (Principal Executive Officer) |
Dated: November 16, 2023
EXHIBIT 32.2
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as created by 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 September 30, 2023 (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.
| /s/ Asaf Porat | |
| Asaf Porat, Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
| Dated: November 16, 2023 |