APPYEA, INC (APYP): M&A transaction — AppYea acquires Techlott blockchain lottery technology; issues 1.28B shares (35% fully diluted)

APPYEA, INC

Consideration: 1,277,922,611 shares of common stock (35% fully diluted) for Techlott's blockchain lottery tech.
Issued 49,117 Series B Preferred shares (convert into 25,000 common each upon authorized share increase) pending shareholder vote.
$0.8M convertible notes converted into 245,013,836 common shares; $863,840 notes extended to Feb 2028 at 8% interest.
Appointed Mark Katzenelson (President) and Ben Harris (CTO) to board and officer roles; each gets $30k/month consulting fee for 3 years, with 36-month severance.

item 1.01 item 2.01 item 3.02 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

APPYEA, INC issued 245,013,836 shares of common stock to holders of outstanding convertible promissory notes for converted outstanding balance of approximately $0.8 million.

Security: common stock
Shares: 245,013,836 shares
Purchaser: holders of outstanding convertible promissory notes
Consideration: converted outstanding balance of approximately $0.8 million

Exact text from the filing

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”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

APPYEA, INC: Filed certificate of designation for Series B Preferred Stock on November 26, 2025, then amended conversion ratio on December 31, 2025 (effective 2025-11-26).

Change: charter amendment
Effective: 2025-11-26

Exact text from the filing

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.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

APPYEA, INC completed an acquisition involving Techlott Ltd. for 1,277,922,611 shares of the Company’s common stock (closed 2025-12-31).

Action: acquisition
Counterparty: Techlott Ltd.
Consideration: 1,277,922,611 shares of the Company’s common stock
Closing: 2025-12-31

Exact text from the filing

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

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APPYEA, INC filing history →

Source: SEC EDGAR

accession 0001493152-26-000819

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