UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period ended ~~June~~September 30, 2025; or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ________ to ________

Commission File Number: 000-55403

APPYEA, Inc.

(Exact name of registrant as specified in its charter)

Nevada		46-1496846
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6 Balfour Street, Jerusalem, Israel		9210207
(Address of principal executive offices)		Zip Code

(800) 674-3561

(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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 ☐ No ☒

As of ~~August~~November 1819, 2025, there were outstanding ~~534~~596,~~758~~723,~~474_shares~~385_shares of the registrant’s common stock, par value $0.0001 per share.

APPYEA, INC.

Form 10-Q

~~June~~September 30, 2025

	Page
PART I — FINANCIAL INFORMATION
Item 1 – Unaudited Condensed Consolidated Financial Statements	4
Condensed Consolidated Balance Sheets – June 30, 2025 (unaudited) and December 31, 2024	5
Condensed Consolidated Balance Sheets – September 30, 2025 (unaudited) and December 31, 2024	5
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)	6
Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2025 and 2024 (unaudited)	6
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three and six months ended June 30, 2025 and 2024 (unaudited)	7
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three and six months ended September 30, 2025 and 2024 (unaudited)	7-10
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)	9
Condensed Consolidated Statements of Cash Flows for the six months ended Septmber 30, 2025 and 2024 (unaudited)	11
Notes to Unaudited Condensed Consolidated Financial Statements	1012
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	1821
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	2629
Item 4 – Controls and Procedures	2630
PART II — OTHER INFORMATION	2731
Item 1 – Legal Proceedings	2731
Item 1A – Risk Factors	2831
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	2831
Item 3 – Defaults upon Senior Securities	2831
Item 4 – Mine Safety Disclosures	2831
Item 5 – Other Information	2832
Item 6 – Exhibits	2832
Exhibit Index	2832
SIGNATURES	2933

APPYEA INC. AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~JUNE~~SEPTEMBER 30, 2025

APPYEA INC. AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~JUNE~~SEPTEMBER 30, 2025

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Balance Sheets	5
Condensed Consolidated Balance Sheets	5
Unaudited Condensed Consolidated Statements of Operations	6
Condensed Consolidated Statements of Operations	6
Unaudited Condensed Consolidated Statements of Changes in Deficiency	7-8
Condensed Consolidated Statements of Changes in Deficiency	7-10
Unaudited Condensed Consolidated Statements of Cash Flows	9
Condensed Consolidated Statements of Cash Flows	11
Notes to the Unaudited Condensed Consolidated Financial Statements	10-17
Notes to the Condensed Consolidated Financial Statements	12-20

APPYEA INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

	June 30,			December 31,
	September 30			December 31,
	2025			2024
	Unaudited			Audited
ASSETS
Current assets
Cash and cash equivalents		8468			79
Other accounts receivables		2138			29
Inventory		5564			23
Total current assets		84570			131
Non-current assets
Property and equipment, net		26			3
Intangible assets, net		6660			251
Total non-current asset		6866			254
Total assets		~~152~~636			385
LIABILITIES AND DEFICIENCY
Current liabilities
Trade payables		4449			33
Other accounts payable and related party payables		~~336~~419			252
Short-term loans from related party		8283			79
Convertible loans – At fair value		37,~~850~~843			1,302
Total current liabilities		48,~~312~~394			1,666
Non-current liabilities
Long term convertible loans at fair value		-			2,861
Total non-current liabilities		-			2,861
Total non-current asset		-			2,861
Total liabilities		48,~~312~~394			4,527
DEFICIENCY
AppYea Inc. Stockholders’ Deficiency:
Convertible preferred stock, $0.0001 par value		-			-
Common stock, $0.0001 par value		5258			50
Shares to be issued		~~350~~363			294
Additional Paid in Capital		57,~~982~~043			5,886
Accumulated deficit		(1015,~~530~~208	)		(10,358	)
Total AppYea Inc. stockholders’ deficiency		(47,~~146~~744	)		(4,128	)
Non-controlling interests		(14	)		(14	)
Total Deficiency		(47,~~160~~758	)		(4,142	)
Total liabilities and deficiency		~~152~~636			385

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands)

	For the period of three months ended September 30,						For the period of nine months ended September, 30
	2025			2024			2025			2024
	For the period of three months ended June 30,						For the period of six months ended June 30,
	2025			2024			2025			2024
	Unaudited						Unaudited
Revenues		12			21			46			1516
Cost of sales		4(1	)		3(2	)		8(9	)		6(8	)
Gross profit (loss)		(31	)		(1	)		(43	)		98
Research and development expenses		~~221~~2			96159			~~215~~217			~~156~~316
Sales and marketing expenses		3225			~~103~~153			4974			~~157~~310
General and administrative expenses		97211			~~205~~298			~~208~~419			~~499~~797
Operating loss		(~~353~~237	)		(~~405~~610	)		(~~476~~713	)		(~~803~~1,415	)
Change in fair value of convertible loans and warrant liability		~~358~~(3,993	)		~~716~~139			~~314~~(3,680	)		~~(108~~31	)
Financial expenses, net		(11	)		(130	)		(10	)		(152	)
Financial (expenses) income, net		(3	)		(41	)		(12	)		(191	)
Net profit (loss)		(6	)		181			(172	)		(1,063	)
Other Expenses		(445	)		-			(445	)		-
Net profit (loss) attributable to AppYea Inc.		(6	)		181			(172	)		(1,063	)
Net profit (loss)		(4,678	)		(512	)		(4,850	)		(1,575	)
Net profit (loss) attributable to AppYea Inc.		(4,678	)		(512	)		(4,850	)		(1,575	)
Profit (loss) per Common Share
Basic		0			0			0			0
Diluted		0			0			0			0
Weighted Average number of Common Shares Outstanding basic and diluted		~~534~~564,~~758~~425,~~474~~141			~~453~~483,~~450~~923,~~254~~616			~~531~~542,~~352~~376,~~224~~530			~~416~~439,~~858~~213,~~606~~609

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

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

	Number		Amount		Number		Amount		issued			Capital		Deficit			Total			interests			Deficiency
	Preferred Stock				Common Stock				Shares to be			Additional Paid in		Accumulated						Non-controlling			Total
	Number		Amount		Number		Amount		issued			Capital		Deficit			Total			interests			Deficiency
	Unaudited
Balance as of January 1, 2025		230,598		-		521,133,474		50		294			5,886		(10,358	)		(4,128	)		(14	)		(4,142	)
Issuance of Shares to service providers		-		-		6,125,000		1		(16	)		16		-			1			-			1
Shares to be issued to service providers		-		-		6,125,000		1		(16	)		16		-			1			-			1
Issuance of Shares to investors		-		-		7,500,000		1		(75	)		74		-			-			-			-
Shares to be issued to investors		-		-		66,833,333		7		(75	)		685		-			617			-			617
Shares to be issued to service providers		-		-		-		-		2436			-		-			2436			-			2436
Shares to be issued to investors		-		-		-		-		124			-		-			123			-			123
Share based compensation		-		-		-		-					456		-			456			-			456
Share based compensation		-		-		-		-		-			6		-			6			-			6
Shares to be issued upon option exercise		-		-		-		-		124			-		-			124			-			124
Net loss		-		-		-		-		-			-		(~~172~~4,850	)		(~~172~~4,850	)		-			(~~172~~4,850	)
Balance as of June 30, 2025		230,598		-		534,758,474		52		350			5,982		(10,530	)		(4,146	)		(14	)		(4,160	)
Balance as of September 30, 2025		230,598		-		594,091,807		58		363			7,043		(15,208	)		(7,744	)		(14	)		(7,758	)

	Preferred Stock					Common Stock				Shares to be			Additional Paid in			Accumulated						Non-controlling			Total
	Number			Amount		Number		Amount		issued			Capital			Deficit			Total			interests			Deficiency
	Unaudited
Balance as of January 1, 2024		258,745			-		328,836,657		31		559			3,197			(6,326	)		(2,539	)		(14	)		(2,553	)
Issuance of Shares		-			-		60,143,100		6		(220	)		597			-			383			-			383
Shares to be issued to service providers		-			-		-		-		25			-			-			25			-			25
Shares to be issued to investors		-			-		-		-		75			-			-			75			-			75
Share issuance upon conversion of Preferred stock		(28,147	)		-		42,217,500		4		-			(4	)		-			-			-			-
Shares to be issued upon warrant exercise		-			-		-		-		118			-			-			118			-			118
Share issuance from of Shares to be issued		-			-		23,756,853		2		(238	)		236			-			-			-			-
Shares to be issued		-			-		-		-		14			-			-			14			-			14
Options exercise		-			-		20,249,141		2		-			(2	)		-			-			-			-
Shares Issuance upon conversion of debt to related party		-			-		-		-		-			338			-			338			-			338
Share based compensation to investors		-			-		-		-		-			118			-			118			-			118
Share based compensation		-			-		-		-		-			389						389			-			389
Net loss		-			-		-		-		-			-			(1,063	)		(1,063	)		-			(1,063	)
Balance as of June 30, 2024		230,598			-		475,203,251		45		333			4,869			(7,389	)		(2,142	)		(14	)		(2,156	)

	Preferred Stock					Common Stock				Shares to be			Additional Paid in			Accumulated						Non-controlling			Total
	Number			Amount		Number		Amount		issued			Capital			Deficit			Total			interests			Deficiency
	Unaudited
Balance as of January 1, 2024		258,745			-		328,836,657		31		559			3,197			(6,326	)		(2,539	)		(14	)		(2,553	)
Issuance of Shares		-			-		89,549,953		9		(521	)		896			-			384			-			384
Shares to be issued to service providers		-			-		-		-		34			-			-			34			-			34
Shares to be issued to investors		-			-		-		-		105			-			-			105			-			105
Share based compensation to investors		-			-		-		-		-			118			-			118			-			118
Share issuance upon conversion of Preferred stock		(28,147	)		-		42,217,500		4		-			(4	)		-			-			-			-
Shares to be issued upon option exercise		-			-		-		-		118			-			-			118			-			118
Shares to be issued		-			-		-		-		14			-			-			14			-			14
Options exercise		-			-		27,171,579		3		-			(2	)		-			1			-			1
Shares Issuance upon conversion of debt to related party		-			-		-		-		-			338			-			338			-			338
Share based compensation		-			-		-		-		-			809			-			809			-			809
Convertible note conversion		-			-		4,868,291		-		-			27			-			27			-			27
Net loss		-			-		-		-		-			-			(1,575	)		(1,575	)		-			(1,575	)

Balance as of September 30, 2024		230,598			-		492,643,980		47		309			5,379			(7,901	)		(2,166	)		(14	)		(2,180	)

APPYEA INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

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

	Preferred Stock				Common Stock				Shares to be		Additional Paid in		Accumulated						Non-controlling			Total
	Number		Amount		Number		Amount		issued		Capital		Deficit			Total			interests			Deficiency
	Unaudited
Balance as of April 1, 2025		230,598		-		534,758,474		52		337		5,956		(10,524	)		(4,179	)		(14	)		(4,193	)
Balance as of July 1, 2025		230,598		-		534,758,474		52		350		5,982		(10,530	)		(4,146	)		(14	)		(4,160	)
Shares to be issued to service providers		-		-		-		-		13		-		-			13			-			13
Issuance of Shares		-		-		59,333,333		6				611					617			-			617
Share based compensation		-		-		-		-		-		26		-			26			-			26
Shares to be issued to service providers		-		-		-		-		13		-					13			-			13
Net loss		-		-		-		-		-		-		(6	)		(6	)		-			(6	)
Share based compensation		-		-		-		-				450					450			-			450
Balance as of June 30, 2025		230,598		-		534,758,474		52		350		5,982		(10,530	)		(4,146	)		(14	)		(4,160	)
Net income		-						-				-		(4,678	)		(4,678	)		-			(4,678	)
Balance as of September 30, 2025		230,598		-		594,091,807		58		363		7,043		(15,208	)		(7,744	)		(14	)		(7,758	)

	Preferred Stock				Common Stock				Shares to be			Additional Paid in			Accumulated						Non-controlling			Total
	Number		Amount		Number		Amount		issued			Capital			Deficit			Total			interests			Deficiency
	Unaudited
Balance as of April 1, 2024		230,598		-		431,697,257		41		657			3,719			(7,570	)		(3,153	)		(14	)		(3,167	)
Balance		230,598		-		431,697,257		41		657			3,719			(7,570	)		(3,153	)		(14	)		(3,167	)
Issuance of Shares		-		-		-		-		(218	)		218			-			-			-			-
Options exercise		-		-		19,749,141		2		-			(2	)		-			-			-			-
Shares to be issued		-		-		-		-		14			-			-			14			-			14
Shares to be issued upon warrant exercise		-		-		-		-		118			-			-			118			-			118
Shares to be issued to investors		-		-		-		-		-			118			-			118			-			118
Share issuance from of Shares to be issued		-		-		23,756,853		2		(238	)		236			-			-			-			-
Share based compensation		-		-		-		-		-			242			-			242			-			242
Option Issuance upon conversion of debt to related party		-		-		-		-		-			338			-			338			-			338
Net income		-		-		-		-		-			-			181			181			-			181
Net income (loss)		-		-		-		-		-			-			181			181			-			181
Balance as of June 30, 2024		230,598		-		475,203,251		45		333			4,869			(7,389	)		(2,142	)		(14	)		(2,156	)
Balance		230,598		-		475,203,251		45		333			4,869			(7,389	)		(2,142	)		(14	)		(2,156	)

	Preferred Stock				Common Stock				Shares to be			Additional Paid in		Accumulated						Non-controlling			Total
	Number		Amount		Number		Amount		issued			Capital		Deficit			Total			interests			Deficiency
	Unaudited
Balance as of July 1, 2024		230,598		-		475,203,251		45		333			4,869		(7,389	)		(2,142	)		(14	)		(2,156	)
Balance		230,598		-		475,203,251		45		333			4,869		(7,389	)		(2,142	)		(14	)		(2,156	)
Share issuance from of stock payable		-		-		5,650,000		1		(63	)		63		-			1			-			1
Shares to be issued		-		-		-		-		9			-		-			9			-			9
Share based compensation		-		-		-		-		-			420		-			420			-			420
Convertible note conversion		-		-		4,868,291		-		-			27		-			27			-			27

Shares to be issued upon equity investment		-		-		-		-		30			-		-			30			-			30
Options exercise		-		-		6,922,438		1		-			-		-			1			-			1
Net loss		-		-		-		-		-			-		(512	)		(512	)		-			(512	)
Net income (loss)		-		-		-		-		-			-		(512	)		(512	)		-			(512	)

Balance as of September 30, 2024		230,598		-		492,643,980		47		309			5,379		(7,901	)		(2,166	)		(14	)		(2,180	)
Balance		230,598		-		492,643,980		47		309			5,379		(7,901	)		(2,166	)		(14	)		(2,180	)

APPYEA INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	For The nine Months Ended
	September 30,
	2025			2024
	For The six Months Ended
	June 30,
	2025			2024
	Unaudited
Cash flows from operating activities:
Net loss		(~~172~~4,850	)		(1,~~063~~575	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1218			1218
Write-off of intangible assets		174			-
Share based compensation		640			~~430~~840
Change in fair value of convertible loans and warrant liability and financial expenses, net		~~(314~~3,680	)		~~108~~(31	)
Financial expenses, net		108			~~152~~191
Other expenses		445
Changes in operating assets and liabilities:
Other accounts receivables		8(10	)		1623
Inventory		(3240	)		(1	)
Accounts payable		1112			(538	)
Accounts payables – related party		84173			(4326	)
Net cash used in operating activities		(~~213~~350	)		(~~442~~569	)
Cash flows from investing activities:
Research and development expenses capitalization		(1-	)		(7882	)
Net cash used in investing activities		(1-	)		(7882	)
Cash flows from financing activities:
Proceeds from issuance of Common Stock		~~124~~735			~~456~~384
Net cash provided by financing activities		124			456
Proceeds on account of Shares to be issued		-			102
Foreign exchange on Cash and cash equivalents		19			-
Proceeds from convertible Note received, net of issuance expenses		-			-
Change in cash and cash equivalents		(71	)		(64	)
Net cash provided by financing activities		735			486
Foreign exchange on Cash and cash equivalents		4			(2	)
Change in cash and cash equivalents		389			(166	)
Cash and cash equivalents at beginning of period		79			222
Cash and cash equivalents at end of period		8468			~~158~~56
Non-cash investing and financing activities
Related partied debt conversion to option Common stock		-			338

The accompanying notes are an integral part of the financial statements.

911

APPYEA INC.

NOTES TO THE ~~UNAUDITED~~ 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, OTCQB tier, under the symbol “APYP”.

SleepX LTD is a company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company (“SleepX”). SleepX is a research and development company that has developed a proprietary product for monitoring and treating sleep apnea and snoring. The technology is protected by several international patents, and the Company started serial production in 2023. Subject to raising working capital, of which no assurance can be provided, the Company intends to focus on further development and commercialization of its products.

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 operations. Since its incorporation and as of the financial statements date, Sleepx holds 66.7% of the voting interest of Ta-nooma.

Strategic Development

The company flag product is AppySleep – A Biofeedback snoring monitoring and treatment wristband, combined with the AppySleep App (“AppySleep”).

The AppySleep product is currently in serial manufacturing and commercial stage.

Strategic Development

On August 21, 202 5 the Company entered into a transaction with Techlott Enterprises Ltd. (“Techlott”), a Cypriot company, for the acquisition of proprietary blockchain-based lottery and gaming platform and the underlying intellectual property. The transaction with Techlott represents a strategic business pivot for the Company by focusing it on the rapidly growing institutional lottery market, providing a complete, production-ready technology package engineered for enterprise deployments.

Financial position

The financial statements are presented on a going-concern basis. To date, the Company has not generated any significant revenues, ~~suffered~~ suffered recurring losses from operations, incurred negative cash flows from operating activities, and is dependent upon external sources for financing its operations. As of ~~June~~September 30, 2025, the Company had an accumulated deficit of ~~$10~~15,~~530~~208,000 and a stockholders’ deficiency of $47,~~160~~758,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the ~~development~~ development of its product candidates or may be required to implement cost reduction measures and may be required to delay part of its development programs.

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

1012

APPYEA INC.

NOTES TO THE ~~UNAUDITED~~ FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2024, from which the accompanying condensed consolidated balance sheet dated December 31, 2024, was derived. The accounting policies implemented in the interim financial statements are consistent with the accounting policies implemented in the annual financial statements as of December 31, 2024, except of the following accounting pronouncement adopted by the Company.

Recently Issued Accounting Pronouncements

Effective January 1, 2024, the Company adopted 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 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. The adoption of this new accounting guidance did not have an effect on the consolidated financial statements.

~~Effective~~On January 1, ~~2023~~2024, the Company adopted ASU ~~2016~~2023-1307, ~~“Financial~~Segment ~~Instruments-Credit~~Reporting ~~Losses~~ (Topic ~~326~~280),”: ~~referred~~Improvements to ~~herein~~Reportable ~~as ASU~~Segment ~~2016-13~~Disclosures, which ~~significantly changes how entities will account for credit losses for most financial assets and certain other instruments~~ ~~that~~requires ~~are~~all ~~not~~public ~~measured at fair value through net income. ASU 2016-13 replaced the existing incurred loss model with an expected credit loss model that requires~~ entities to ~~estimate~~provide anenhanced ~~expected~~disclosures ~~lifetime~~about ~~credit~~significant ~~loss~~segment onexpenses. ~~most~~The ~~financial~~amendments ~~assets~~in ~~and~~this ~~certain other instruments. Under~~ ASU ~~2016-13~~are ~~credit~~to ~~impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized~~be ~~cost~~applied ~~basis of a financial asset~~retrospectively. The ~~impairment~~Company ~~allowance~~ is ain ~~valuation account deducted from~~ the ~~amortized~~process ~~cost basis~~ of ~~financial assets~~determining ~~to present~~ the ~~net~~potential ~~amount~~impact ~~expected~~of toadopting bethis ~~collected~~guidance on ~~the~~its financial ~~asset. Once the new pronouncement is adopted by the Company,~~ ~~the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore~~position, ~~entities~~results ~~must also measure expected credit losses on assets that have a low risk~~ of ~~loss. For instance~~operations, ~~trade~~cash ~~receivables~~flow ~~that~~and are either current or not yet due may not require an allowance reserve under current generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13disclosures. The ~~Company determined the~~ adoption of ~~this~~ASU ~~new~~2023-07 ~~accounting~~did ~~guidance~~not ~~and~~have ~~the~~a material effect on its consolidated financial statements ~~throughout the period until implementation, and have no impact on the financial statements~~.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements.

APPYEA INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

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.

~~Revenue Recognition~~13

The Company recognizes revenue under ASC 606, Revenue Recognition at the amount to which it expects to be entitled when control of the products or services is transferred to its customers.

We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied.

Our contracts are typically governed by a customer purchase order. The contract generally specifies the delivery of what constitutes a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers.

As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration, we expect to receive in exchange for transferring goods or providing services. We do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

A contract liability is recognized as deferred revenue when we invoice customers, or receive customer cash payments, in advance of satisfying the related performance obligation(s) under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.

We have one main revenue stream: wristband sales, with the AppySleep App. For this revenue stream, our performance obligations are satisfied at a point in time, and therefore, revenue is recognized at point in time when a customer takes control of the good or asset created by the service. Factors that may indicate transfer of control are when we have the right to receive payment for the good or service, when the legal title of the asset has been transferred, physical possession of the asset has been transferred, the customer obtains the significant risks and rewards of ownership of the asset, and the customer accepts the asset. For customers, control is transferred upon delivery.

We leverage drop-ship shipments with our partners and suppliers to deliver wristbands to our customers without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-ship arrangements on a gross basis as the principal in the transaction when the product is received by the customer because we control the product prior to transfer to the customer. We also assume primary responsibility for the fulfillment in the arrangement, we assume inventory risk if something were to happen to the hardware during shipping, we set the price of the product charged to the customer.

The Company intend to recognize records reductions to Products net sales related to future product returns, price protection and other customer incentive programs based on the Company’s expectations and historical experience. Currently, the returns are reduced from sales.

APPYEA INC.

NOTES TO THE ~~UNAUDITED~~ FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS

A. Short-term loans from related parties

During 2021, SleepX borrowed from Nexense Technologies USA. Inc., a Delaware corporation which is majority owned by Boris Molchadsky, the Company’s Chairman. an aggregate amount of $47,623. According to the agreement, the loan shall be repaid in the event that the Company’s profits are sufficient to repay the aggregate loan amount and upon such terms and in such installments as shall be determined by the Board. The loan shall bear interest at an annual rate equal to the minimum rate approved by applicable law in Israel (5.02% in 2025).

During 2020, the minority shareholder of Ta-nooma advanced a loan to Ta-nooma in the amount of NIS 115,725. The loan does not carry any interest expense and the repayment terms have yet to be determined. As of ~~June~~September 30, 2025, the loan balance amounted to NIS 115,725 ($3435,~~319~~004).

B. Balances with related parties

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
	In U.S. dollars in thousands
Liabilities:
Employees and payroll accruals (*)		118		61
Employees and payroll accruals*		212		61
Related party payables		5754		59
Short term loans		8283		79

C. Transactions with related parties

	For the six months ended June 30,
	For the nine months ended September 30,
	2025		2024
	In U.S. dollars in thousands	~~In U.S. dollars in thousands~~
Expenses:
Salaries and related cost, including stock-based compensation in the amount of $(36,000) and $330,000, respectively. (*)		16		445
Salaries and related cost (including stock-based compensation in the amount of $37,000 and $708,000 respectively)		106		863

(*) Includes an amount related to the former Chief Executive Officer, who, as of January 19, 2025, is no longer considered a related party.

Both the Chairman and the chief financial officer are directors in the Company and do not receive compensation for their directorship roles. Company’s Bylaws provide that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of the State of Nevada.

13(*) Includes an amount related to the former Chief Executive Officer, who, as of September 30, 2025, is no longer considered a related party.

APPYEA INC.

NOTES TO THE ~~UNAUDITED~~ FINANCIAL STATEMENTS

NOTE 4 - CONVERTIBLE LOANS AND WARRANTS

The following table summarizes fair value measurements by level as of ~~June~~September 30, 2025 and December 31, 2024 measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE RECURRING BASIS

June 30, 2025	Level 1		Level 2		Level 3		Total
September 30, 2025	Level 1		Level 2		Level 3		Total
Assets	~~In U.S. dollars~~	In U.S. dollars
None	-	-	-	-	-	-	-	-
Liabilities
Convertible Loans		-		-		3,850		3,850
Convertible Loans (including long term)		-		-		7,843		7,843
Financial liability		-		-		-		-

and December 31, 2024	Level 1		Level 2		Level 3		Total
Assets		In U.S. dollars
None		-		-		-		-

Liabilities
Convertible Loans (including long term)		-		-		4,163		4,163
Financial liability		-		-		-		-

~~The Convertible Loans changes consist of the following as of June 30, 2025 and December 31, 2024:~~15

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 4 - CONVERTIBLE LOANS AND WARRANTS (cont.)

The Convertible Loans changes consist of the following as of September 30, 2025 and December 31, 2024:

	Convertible Loans at Fair Value
		June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	$000
Opening Balance, (including short term loans from related party which is also convertible)		4,163			1,203
Transition from amortized cost to convertible loans measured at fair value					829
Change in fair value of convertible loans liability		~~(313~~3,680	)		2,131
Closing balance		37,~~850~~843			4,163

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

	As of June 30, 2025			As of December 31, 2024
	As of September 30,			As of December 31,
Expected term (in years)		0.51-0.75			0.5-1.25
	2025			2024
Expected average (Monte Carlo) volatility		75	%		77%-132	%
Expected term (in years)		0.41			0.5-1.25
Expected average (Monte Carlo) volatility		84	%		77%-132	%
Expected dividend yield		-			-
Risk-free interest rate		43.~~12%-4.29~~91	%		4.18%-4.24	%
WACC		27	%		28	%
Debt instrument measurement input		27	%		28	%

APPYEA INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 5 - STOCK BASED COMPENSATION

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

SCHEDULE OF NUMBER OF OPTIONS

	For the six months ended June 30, 2025
	Nine months ended September 30, 2025
	Number of options			Weighted average exercise price
				Weighted average exercise price
					in USD
	Number of options			in USD
Options outstanding on January 1, 2025		75,383,851		$	0.0001
Options granted during the period		146,000,000		$	0.~~005~~0001
Options exercised during the period		(-5,000,000	)	$	0.0001
Options cancelled during the period		(15,226,~~302~~301	)	$	0.0001
Options outstanding at the end of period		56101,157,~~549~~550		$	0.0001
Options exercisable at the end of period		5398,~~247~~537,551		$	0.0001

*Includes 6,959,685 options purchased by employees from conversion of debt.

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 the company recognized expenses, to such options, in the amount of $(6442,~~562)~~ 769 and $~~508~~810,~~286~~721, respectively. The expense is non-cash stock-based compensation expense resulting from options awards to the Chief Executive Officer, Chief Financial Officer and advisors. The expense represents the aggregate grant date fair value for the option awards granted and vested during the fiscal years presented, determined in accordance with FASB ASC Topic 718.

1516

APPYEA INC.

NOTES TO THE ~~UNAUDITED~~ FINANCIAL STATEMENTS

NOTE 6 – SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its ~~co-~~chief executive ~~officers~~officer, who ~~review~~reviews financial information presented on a consolidated basis. The CODM uses consolidated operating margin and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow global operating margin and the allocation of budget between cost of revenues, sales and marketing, technology and development, and general and administrative expenses.

The following table presents selected financial information with respect to the Company’s single operating segment for the quarters ended ~~June~~September 30, 2025 and 2024:

	For the period of three months ended September 30,						For the period of nine months ended September 30,
	2025			2024			2025			2024
	For the period of three months ended June 30,						For the period of six months ended June 30,
	2025			2024			2025			2024
	Unaudited						Unaudited
Revenues		12			21			46			1516
Cost of sales		4(1	)		3(2	)		8(9	)		6(8	)
Gross profit (loss)		(31	)		(1	)		(43	)		98
Research and development expenses		~~221~~2			96159			~~215~~217			~~156~~316
Sales and marketing expenses		3225			~~103~~153			4974			~~157~~310
General and administrative expenses		97211			~~205~~298			~~208~~419			~~499~~797
Operating loss		(~~353~~237	)		(~~405~~610	)		(~~476~~713	)		(~~803~~1,415	)
Change in fair value of convertible loans and warrant liability		~~358~~(3,993	)		~~716~~139			~~314~~(3,680	)		~~(108~~31	)
Financial (expenses) income, net		(113	)		(~~130~~41	)		(1012	)		(~~152~~191	)
Net profit (loss)		(6	)		181			(172	)		(1,063	)
Other expenses		(445	)		-			(445	)		-
Net profit (loss)		(4,678	)		(512	)		(4,850	)		(1,575	)
Net profit (loss) attributable to AppYea Inc.		(4,678	)		(512	)		(4,850	)		(1,575	)

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7 - CONTINGENT LIABILITIES

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. 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.

A preliminary hearing was held on February 14, 2024. The presiding judge did not rule on the preliminary pleadings and urged the parties to attempt mediation before the ruling. The parties ~~are~~have ~~considering~~pursued ~~different~~mediation ~~mediators~~efforts ~~(which~~but ~~must~~the bemediation ~~mutually~~efforts ~~agreed~~have ~~to)~~not succeeded and ~~following~~the matter has been referred back to the ~~selection~~court. As of athe ~~mediator,~~date ~~the~~of ~~parties~~this ~~will~~report, ~~schedule~~no ahearing date ~~for~~has ~~the~~been ~~mediation~~set.

16NOTE 8 - SIGNIFICANT EVENTS DURING THE PERIOD

(i) On each of July 24 and July 30, 2025, entities controlled by Mr. Yakir Abadi and Mr. Eldar Grady, the new CEO and Chairman of the Board, who were appointed to these positions as of August 12, 2025, invested 234,000 NIS in the Company by the purchase of units comprised if i) shares of the Company’s common stock, and: 2) warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01. The per unit purchase price was $0.005, for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report). Each of them received 7,000,000 of Company’s common shares.

(ii) On August 1, 2025, Mr. Asaf Porat and the Company reached an understanding that Mr. Porat’s position as the Chief Financial Officer has terminated. Mr. Porat continued to provide services to the Company through August 31, 2025.

Effective August 12, 2025, Mr. Ron Mekler, who has served as a director of the Company through August 12, 205, was been appointed as Chief Financial Officer. Mr. Mekler resigned from his position as a director on the board on such date.

(ii) On August 12, 2025, the Company and the holders of outstanding convertible promissory notes in an aggregate amount of approximately $1.8 million have agreed to extend to February 15, 2026 the maturity date of the Convertible Notes (the “New Maturity Date”), freeze the continuing accrual of interest and to not exercise their right to convert the Convertible Notes through the New Maturity Date, in consideration of the repayment in cash by the New Maturity Date of the outstanding principal and accrued interest on the Notes together with a premium not exceeding 10%. The Company’s obligation to repay these amounts is subject to the Company raising additional operating capital.

APPYEA INC.

NOTES TO THE ~~UNAUDITED~~ FINANCIAL STATEMENTS

~~NOTE~~(iv) 8In –consideration ~~SIGNIFICANT~~for ~~EVENTS~~its ~~DURING~~efforts ~~THE~~in ~~PERIOD~~facilitating the extension of the maturity date of the Convertible Notes and the associated waivers discussed above, the Company agreed to issue to an unrelated third party consultant options for 45 million shares of Company common stock, which are vested upon grant and exercisable at a per share price of $0.0001, subject to a 12 month lockup. The market value of the options were valued at $445,000 and registered in the Company’s financial reports as Other expenses.

(v) On ~~June~~August 3012, 2025, the ~~Company~~Board ~~and~~approved the ~~holder~~appointment of ~~outstanding~~Yakir ~~convertible~~Abadi ~~promissory notes~~and inEldar anEdmond ~~aggregate~~Grady ~~amount~~as ofdirectors ~~approximately~~on ~~$0.8~~the ~~million~~Board, ~~have~~effective ~~agreed~~immediately. toIn ~~extend to December 31~~addition, ~~2025~~on ~~the~~such ~~maturity~~ date ofthe ~~such~~Board ~~convertible~~appointed ~~Notes,~~Mr. ~~and~~Abadi as the ~~holder~~new ~~agreed~~Chief toExecutive ~~not to~~Officer ~~exercise~~of ~~its~~the ~~right~~Company, ~~to convert~~ following the ~~notes~~resignation ~~through~~of ~~the~~Mr. ~~new~~Boris ~~maturity~~Molchadsky ~~date~~from inthe ~~consideration~~position of ~~the~~Company ~~repayment~~Chief inExecutive ~~cash~~Officer. byMr. ~~such~~Molchadsky ~~date~~continues ~~of the~~to ~~outstanding~~serve ~~principal~~as ~~and~~a ~~accrued~~Board ~~interest on the notes~~member. The ~~Company’s~~Board ~~obligation~~also toappointed ~~repay~~on ~~these~~such ~~amounts~~date isMr. ~~subject~~Grady to ~~the~~serve ~~Company raising~~as ~~additional~~executive ~~operating~~chairman ~~capital~~of the Board.

NOTE 9 - SUBSEQUENT EVENTS

(i) On each of July 24 and July 30, 2025, entities controlled by Mr. Yakir Abadi and Mr. Eldar Grady, the new CEO and Chairman of the Board, who were appointed as of August 12, 2025 and referred to in Item (v) below, invested 234,000 NIS in the Company by the purchase of units that includes; 1) Shares of the Company’s common stock at a par value of $0.0001 per share, and: 2) Warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01, at a per unit purchase price of $0.005 for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report). If the options are exercised the shares issued to investors will constitute approximately 7% of the issued capital.

(ii) On August 1, 2025, Mr. Asaf Porat and the Company reached an understanding that Mr. Porat’s position as the Chief Financial Officer has terminated. Mr. Porat will continue to provide services to the Company through August 31, 2025.

Effective August 12, 2025, Mr. Ron Mekler, who has served as a director of the Company through August 12, 205, has been appointed as Chief Financial Officer. Mr. Mekler resigned from the board on such date.

(ii) On August 12, 2025, the Company and the holder of the note referred to in Note 8 as well as other holders of outstanding convertible promissory notes in an aggregate amount of approximately $1.0 million, for an aggregate total amount of approximately $1.8 million (the “Convertible Notes”) have agreed to extend to February 15, 2026 the maturity date of the Convertible Notes (the “New Maturity Date”), freeze the continuing accrual of interest and to not exercise their right to convert the Convertible Notes through the New Maturity Date in consideration of the repayment in cash by the New Maturity Date of the outstanding principal and accrued interest on the Notes together with a premium not exceeding 10%. The Company’s obligation to repay these amounts is subject to the Company raising additional operating capital.

(iv) In consideration for its efforts in facilitating the extension of the maturity date of the Convertible Notes and the associated waivers discussed above, the Company agreed to issue to an unrelated consultant options for 45 million shares of Company common stock, which are vested upon grant and exercisable at a per share price of $0.0001, subject to a 12 month lockup.

(v) On August 12, 2025, the members of the board of directors (the “Board”) of the Company approved the appointment of Yakir Abadi and Eldar Edmond Grady as directors on the Board, effective immediately. In addition, on such date the Board appointed Mr. Abadi as the new Chief Executive Officer of the Company, following the resignation of Mr. Boris Molchadsky from the position of Company Chief Executive Officer. Mr. Molchadsky continues to serve as a Board member. The Board also appointed on such date Mr. Grady to serve as executive chairman of the Board.

Subject to the increase in authorized share capital of the Company, the Company and each of Mr. Abadi and Mr. Grady (the “Share Capital Increase”) agreed that each of these individuals will be issued each options to purchase 638,961,306 shares of Company common stock, exercisable for a five year period and at the per share price, in each case as set forth below:

(iA) options for 212,965,804 shares of common stock shall vest and become exercisable upon the aggregate trading volume of the Company’s publicly traded share of common stock being at a value of least $500,000 over any consecutive 30-day period; (ii) options for 212,965,804 shares of common stock shall vest and become exercisable upon the aggregate trading volume of the Company’s publicly traded share of common stock trading at a average daily trading price of at least $0.03 for 15 consecutive trading days; and (iii) options for 213,029,698 shares of common stock shall vest and become exercisable upon the Company’s completion of a capital raise of at least $1 million.

In(B) ~~addition,~~options itfor ~~was~~212,965,804 ~~agreed~~shares ~~that~~of ~~each~~common ofstock ~~Mr.~~shall ~~Abadi~~vest and ~~Mr.~~become ~~Grady~~exercisable ~~will~~upon bethe ~~employed/retained~~aggregate bytrading ~~standard~~volume ~~employment/consulting~~of ~~agreements for a 36 month period and which may be terminated by~~ the Company’s publicly ~~only~~traded ~~for~~share ~~cause.~~of ~~The~~common ~~monthly~~stock ~~salary~~trading ~~for~~at ~~each~~a isaverage ~~$30,000, subject~~daily totrading ~~the~~price ~~Company having available cash resources~~ of at least $ ~~500,000~~0. ~~Cause~~03 ~~shall be defined as willful misconduct. If~~ for ~~any~~15 ~~reason~~consecutive ~~the~~trading ~~Company~~days; ~~terminated the employment relationship for any reason other than cause, it shall pay them a lump sum for the remainder of the employment term.~~and

(viC) ~~Subject~~options tofor ~~the Share Capital Increase and to compliance with existing rules and regulations~~213, ~~the 222~~029,~~664~~698 shares of ~~Series~~common Astock ~~Preferred Stock~~shall ~~(the~~vest ~~“Preferred~~and ~~Stock”)~~become ~~held~~exercisable byupon Mrthe ~~Bary~~Company’s ~~Molchadsky~~completion ~~which by their terms provide that each share~~ of ~~Preferred Stock into 1,500 shares of Common Stock, will be converted into~~ a ~~total~~capital raise of ~~333,996,000~~at ~~shares~~least of$1 ~~Common Stock~~million.

(~~vii~~vi) ~~The~~On ~~board~~September of30, ~~directors~~2025, ofthe ~~each~~Board ofagreed ~~SleepX~~to ~~and~~change the ~~Company~~aforementioned ~~have~~resolution ~~determined~~regarding asthe issuance of ~~August~~such ~~12,~~options ~~2025~~to ~~that~~Mr. ~~the~~Abadi ~~intercompany~~and Mr. ~~loan~~Grady, ofand ~~approximately $2.4~~instead, ~~million~~to ~~owed~~enter byinto ~~SleepX~~a tosubscription ~~the~~agreement ~~Company~~for ~~will~~an beidentical ~~retired~~number byof ~~way~~shares of the ~~issuance~~company’s ofcommon ~~additional~~stocks at ~~shares~~a ofper ~~SleepX~~share ~~ordinary~~purchase ~~shares~~price ~~to the~~of ~~Company~~$0.0001. see Item (ix) below

(~~viii~~vii) On August 1220, 2025 ,the ~~Board~~company ~~awarded~~and ~~the~~Techlott ~~Company’s~~Ltd., ~~legal~~a ~~advisor~~private ~~options~~company toformed ~~purchase~~under 15the ~~million~~laws ~~shares~~ of ~~common~~the ~~stock,~~Republic ~~half~~ of ~~which~~ ~~shall~~Cyprus beentered into ~~deemed~~a ~~vested~~series ~~upon~~of ~~grant~~agreements ~~and~~pursuant ~~the balance~~ to ~~vest~~which, ~~over~~among inother ~~equal~~things, ~~instalments~~the ~~over~~Company ~~four~~purchased ~~(4)~~rights ~~quarters~~to ~~and~~certain ~~exercisable~~technology atof aTechlott ~~price~~comprised ~~per share~~ of ~~$0.0001~~blockchain-based, ~~beginning~~decentralized ~~with~~lottery ~~the~~ecosystem ~~quarter~~leveraging ~~ending~~smart ~~September 30~~contracts, ~~2025~~verifiable randomness, soand ~~long~~advanced infrastructure asto ~~services~~deliver ~~are~~transparent, ~~provided~~secure, toand ~~the~~scalable ~~Company.~~lottery experiences

~~(ix)~~Under Onthe terms of the Intellectual Property Purchase Agreement dated as of August 1220, 2025 entered into by the ~~Board~~Company ~~approved~~and Techlott the ~~issuance~~Company agreed to apurchase USthe ~~based~~all ~~market~~rights, ~~consultant~~title ~~2,000,000~~and ~~shares~~interest to the Technology in consideration of the issuance to Techlott of 1,277,922,611shares of the Company’s common stock in, ~~consideration~~par value $0.0001 per share representing 35% of the ~~services~~issued ~~provided~~and outstanding Company share capital on a fully diluted basis. Under the IP Purchase Agreement, the transaction contemplated thereunder were to close by ~~such~~September ~~service~~30, ~~provider~~2025, which date was subsequtnely amended to December 31, 2025. However, the closing is subject to the increase in the Company’s authorized number of shares of Common Stock.

17In connection with the above transactions, Techlott and Bary Molchadsky, a Company director and the holder of a majority of the outstanding voting share capital of the Company, entered into a Shareholders Agreement as of such date pursuant to which Techlott is entitled to designate two (2)of the five directors of the Company’s Board of Directors at the closing of the purchase of the Technology under the IP Purchase Agreement. Techlott’s right to designate the Board directors continues so long as it holds at least 20% of the Company’s outstanding capital.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

Additionally, under the Shareholders Agreement the Techlott designated directors have effective veto rights over certain Company actions, including any changes to the Company’s business, issuance of new equity securities and any mergers and acquisitions. At the closing of the Technology purchase, Mark Katzenelson, the president of Techlott, will be appointed as President of the Company and Benny Harris, the CTO of Techlott, will be appointed as CTO of the Company. Techlott was also granted under the Shareholders Agreement anti-dilution protection for the Techlott Company Shares for any Company capital raise that the Company may raise up to $10 million. Techlott was granted piggy back registration rights for its Techlott Company Shares.

(viii) On September 4, 2025, the Company accepted subscriptions for $550,000 from five qualified investors in consideration of the issuance, in the aggregate, of 45,333,333 shares of the Company’s common stock and warrants to purchase an additional 12,750,000 shares of common stock, exercisable for a period not exceeding 12 months and at per share exercise prices between $0.015 and $0.02.

(ix) On September 30, 2025, the Company entered into a consulting agreement with YK (the “YK Consulting Agreement”) and with EG (the “EG Consulting Agreement”). Under the terms of each of the YK Consulting Agreement and the EG Consulting Agreement, each of YA and EG is entitled to a monthly fee of $30,000, retroactive to August 12, 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 YK or EG, 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.

On September 30, 2025, the Company and each of YA and EG also entered into a subscription agreement (the “Subscription Agreement”) for the purchase by each of YK and EG of 638,961,306 shares (the “Subscription Shares”) at a per share purchase price of $0.0001. The Subscription Agreement goes into effect upon the increase in the Company’s authorized share capital. The Subscription Agreement provides that if certain specified milestones are not achieved with five (5) years then all or part of the Subscription Shares are to be returned to Company’s treasury. In addition, under the Subscription Agreement, each of YA and EG are entitled to anti-dilution protection, such that in the event of any issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock, whether for cash, in exchange for assets, services, or pursuant to debt conversion or otherwise, the Company shall issue additional shares to YA and EG so that their respective percentage ownership shall be maintained following such issuance, provided that such anti-dilution protection shall be afforded for up to $7 million of value received by the Company, whether measured in gross proceeds, value of assets recorded on the Company’s financial statements or otherwise. Any adjustment shall be made at the end of each quarter following the release of the financial statements for the quarter in which the value was received.

NOTE 9 - SUBSEQUENT EVENTS

(i) On October 8, 2025, the Company accepted subscriptions for $50,000 from a qualified investor in consideration of the issuance, in the aggregate, of 2,000,000 shares of the Company’s common stock prices between $0.019.

(ii) On November 18, 2025, the Company and Ron Mekler (“RM”), formerly a director of the Company who was appointed as the Company Chief Financial Officer on August 12, 2025 entered into a consulting agreement (the “RM Consulting Agreement”). Under the terms of RM Consulting Agreement, RM is entitled to a monthly fee of $10,000, retroactive to August 12, 2025 (the “Base Fee”) for a two year period. In addition, in the event that the Company decides to terminate the RM Consulting Agreement or any reason other than cause (as defined in the agreement), then the Company is to pay to RM, a severance payment equal to the lesser of 6 months Base Fee and the duration of the Term. If the Company elects to not renew the term of the agreement upon its scheduled termination, then RM shall be entitled to three (3) months’ Base Salary. In addition under the RM Consulting agreement, RM is entitled to options for 15 million shares to vest in equal quarterly instalments of 7,500,000 option shares on each of March 31 and June 30, 2026.

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, 2024 as filed with the Securities and Exchange Commission, or the SEC, on April 15, 2025, as subsequently amended. 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 an 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.

18New Business Focus

~~General~~As ~~Background~~disclosed in our public filings, as of August 21, 2025 we have entered into a transaction with Techlott Enterprises Ltd. (“Techlott”), a Cypriot company, for the acquisition of proprietary blockchain-based lottery and gaming platform and the underlying intellectual property. The transaction with Techlott represents a strategic business pivot for the Company by focusing it on the rapidly growing institutional lottery market, providing a complete, production-ready technology package engineered for enterprise deployments. We are building an infrastructure layer that makes fairness and transparency the default in games—spanning lottery and keno, virtual racing, and large multiplayer titles. This is a “digital receipt printer” for every draw or in-game event, the system generates verifiable randomness (VRF), records a public, tamper-evident receipt, and creates an audit trail ready for regulators and operators. The takeaway is simple—operators, regulators, and even players can verify rather than just “trust.” The infrastructure layer plugs into an operator’s stack via SDK/API. The architecture is multi-chain (including support for leading L2s such as Base), engineered for thousands of requests per second, and comes with an audit trail and internal reporting to simplify regulatory compliance.

Following on the heels of that announcement, on September 8, 2025, we issued a development update on our Techlott powered blockchain results engine regarding our plans to complete by the end of this year the adaptation of the platform to new and additional applications such that we can begin commercial pilots with licensed operators and expand dynamic rulebooks (odds, prizes, logic) by jurisdiction and market.

In connection with the above transactions, Techlott and Bary Molchadsky, a Company director and the holder of a majority of the outstanding voting share capital of the Company, entered into a Shareholders Agreement as of such date (the “Shareholders Agreement”) pursuant to which Techlott is entitled to designate two (2)of the five directors of the Company’s Board of Directors (the “Company Board”) at the closing of the purchase of the Technology under the IP Purchase Agreement. Techlott’s right to designate the Board directors continues so long as it holds at least 20% of the Company’s outstanding capital. Additionally, under the Shareholders Agreement the Techlott designated directors have effective veto rights over certain Company actions, including any changes to the Company’s business, issuance of new equity securities and any mergers and acquisitions. At the closing of the Technology purchase, Mark Katzenelson, the president of Techlott, will be appointed as President of the Company and Benny Harris, the CTO of Techlott, will be appointed as CTO of the Company. Techlott was also granted under the Shareholders Agreement anti-dilution protection for the Techlott Company Shares for any Company capital raise that the Company may raise up to $10 million.

Our current corporate name does not reflect the refocusing of AppYea to its new principal line of business. Accordingly, we have decided to change our name to “MELLATRIX INC..” to better align our corporate name with the new technology. We believe that changing our name to “MELLATRIX INC.” is more in line with our new expected line of business and the potential beneficial effects of the name change are expected to aid us in achieving brand recognition and better position us to obtain future sources of financing. However, as of the date of this report, the name change has not yet been implemented.

While we intend to continue with our legacy health business, we anticipate that our resources and focus will be geared primarily towards our new business focus.

Digital Health Business

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.

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 apneas: (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. The AppySleep app uses unique algorithms developed 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 or change his sleep position and thus ceasing the snoring event. The AppySleep product is currently in serial manufacturing stage and sales.

AppySleep LAB – Is a medical application, intended 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. The AppySleep LAB product is to begin final calibration, following which we will file for 510(k) FDA approval.

AppySleep PRO – is a wristband for the treatment of sleep apnea using biofeedback in combination with AppySleep LAB app. The unique algorithms of AppySleep LAB, 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. The AppySleep PRO and AppySleep LAB are currently in development stages, following which it would be ready to begin the testing stage in preparation for filing for FDA approval.

19Our Strategy for the Digital Health Business

~~Our~~During ~~Strategy~~2024, we successfully piloted the AppySleep product on more than 200 users. After analyzing the proposals, we updated and improved the algorithm, created a new inventory of 3,000 units, and are preparing for sales during the second quarter of 2025.

During 2024, we successfully piloted the AppySleep product on more than 200 users. After analysing the proposals, we updated and improved the algorithm, created a new inventory of 3,000 units, and are preparing for sales during the second quarter of 2025.

Concurrently, we plan to file a 510(k) FDA submission for the AppySleep LAB app for the non-contact diagnosis of sleep apnea during 2026, and an FDA process for AppySleep PRO for the treatment of sleep apnea during 2027.

Our goal over the next five years is to establish our technology and related products as the gold standard for the targeted sectors. The key elements of our strategy are as follows:

● Develop and expand a balanced and diverse pipeline of products and product candidates. Our core platform technologies will include innovative anti-snoring and sleep apnea related devices and product candidates in various development and clinical stages. We plan to add products and product candidates to our pipeline by expanding our technologies developed to additional indications and through investing in new technologies, products and product candidates. By maintaining this multi-product approach, we aim to provide a broad and comprehensive product offering, which we believe will result in multiple value inflection events, reduced risks to our potential business associated with a particular product or product candidate and increased return on investment. Furthermore, product candidates that we develop may create attractive collaboration opportunities with diagnostics, medical devices and medical supplies companies. ● Maintain a global, diverse network of specialists to accelerate knowledge synergies and innovation. We will utilize a global network of specialists to identify large and growing patient populations with significant unmet needs, evaluate and prioritize potential technologies, assist in designing development plans and diagnostic protocols and determine potential indications of our platform technologies to our target patient populations in various territories. We believe that maintaining this diverse network of specialists and industry specialists will allow us to continue to maximize knowledge and cost synergies, utilize shared commercial infrastructure across products, reduce risks of development and commercialization delays to our overall business and leverage our current and future platform technologies and technologies for additional products. ● Establish distribution channels to maximize the commercial potential of our products. We plan to seek collaborative arrangements with major healthcare providers and consumer specialists to facilitate market adoption of our product candidates. We believe that such institutions are well positioned to directly benefit from improvements in accurate diagnosis and reduction of cost of care associated with the use of our product candidates. We also believe that the marginal cost of our product candidates compared to potential savings will make it economical for healthcare institutions to adopt our products regardless of whether or not additional costs of purchase of these products will be covered by third-party payors, such as government health care programs and commercial insurance companies. Through cooperation with healthcare providers, we aim to develop and prove an economic model beneficial to them. In parallel, we intend to sell directly, through our website and other online webstores worldwide. Thereafter, we plan to engage with private insurance plans to develop reimbursement programs encouraging the use of our product candidates. We expect that the adoption rates of our product candidates will increase if hospitals and other medical institutions are compensated, in full or in part, for additional costs incurred when purchasing our products.

We engaged with a logistical distribution facility in the US for our products.

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.

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

	(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.

21Significant Recent Events

~~Significant~~(i) ~~Events~~On ~~During~~each of July 24 and July 30, 2025, entities controlled by Mr. Yakir Abadi and Mr. Eldar Grady, the ~~Quarter~~new CEO and ~~Post~~Chairman ~~Quarter~~of the Board, who were appointed to these positions as of August 12, 2025, invested 234,000 NIS in the Company by the purchase of units comprised if i) shares of the Company’s common stock, and: 2) warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01. The per unit purchase price was $0.005, for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report).

(iii) AsOn ofAugust ~~June 30~~1, 2025, ~~the~~Mr. ~~Company~~Asaf Porat and the ~~holder~~Company ofreached ~~outstanding convertible promissory notes in~~ an ~~aggregate~~understanding ~~amount~~that ~~of approximately $0~~Mr.8 ~~million~~Porat’s ~~have~~position ~~agreed~~as ~~to extend to December 31, 2025~~ the ~~maturity~~Chief ~~date~~Financial ofOfficer has ~~the~~terminated. ~~convertible~~Mr. ~~notes,~~Porat ~~and~~continued ~~the holder agreed not~~ to ~~exercise~~ ~~its~~provide ~~right~~services to ~~convert~~ the ~~notes~~Company through ~~such~~August ~~date in consideration of the repayment in cash by December~~ 31, 2025 ~~of the outstanding principal and accrued interest on the notes~~. OnEffective August 12, 2025, ~~this holder together with holders of outstanding convertible promissory notes in an aggregate amount of approximately $1~~Mr.0 ~~million,~~Ron ~~for an aggregate amount of $1.8 million (collectively~~Mekler, ~~the “Convertible Notes”) have agreed to extend to February 15, 2026 the maturity date of the Convertible~~ ~~Notes~~who ~~(the~~has ~~“New~~served ~~Maturity~~as ~~Date”),~~a ~~freeze~~director ~~the continuing accrual~~ of ~~interest and to not exercise their right to convert~~ the ~~Convertible~~Company ~~Notes~~ through ~~the~~August ~~New~~12, ~~Maturity~~205, ~~Date~~was inbeen ~~consideration~~appointed ofas ~~the~~Chief ~~repayment~~Financial inOfficer. ~~cash~~Mr. byMekler ~~the New Maturity Date of the~~resigned ~~outstanding~~from ~~principal~~his ~~and~~position ~~accrued~~as ~~interest on the Notes together with~~ a ~~premium~~director ~~not~~on ~~exceeding 10%. The Company’s obligation to repay these amounts are subject to~~ the ~~Company~~board ~~raising~~on ~~additional~~such ~~operating capital~~date.

(iiiii) InOn ~~consideration~~August ~~for~~12, ~~its~~2025, ~~efforts~~the inCompany ~~facilitating~~and the ~~extension~~holders of outstanding convertible promissory notes in an aggregate amount of approximately $1.8 million have agreed to extend to February 15, 2026 the maturity date of the Convertible Notes ~~and~~ (the ~~associated~~“New ~~waivers discussed~~Maturity ~~above~~Date”), freeze the ~~Company~~continuing ~~agreed~~accrual of interest and to ~~issue~~not exercise their right to aconvert ~~consultant~~the ~~options~~Convertible ~~for~~Notes 45through ~~million~~the ~~shares~~New Maturity Date, in consideration of ~~Company~~the ~~common~~repayment ~~stock,~~in ~~which~~cash ~~are~~by ~~vested upon~~the ~~grant~~New Maturity Date of the outstanding principal and ~~exercisable~~accrued atinterest aon ~~per~~the ~~share~~Notes ~~price~~together with ofa $0premium not exceeding 10%.~~0001,~~ The Company’s obligation to repay these amounts is subject to athe 12Company ~~month~~raising ~~lockup~~additional operating capital.

~~(iii) On each of July~~ 24 and July 30, 2025, entities controlled by Mr. Yakir Abadi and Mr. Eldar Grady, the new CEO and Chairman of the Board, respectively, who were appointed as of August 12, 2025, invested 234,000 NIS in the Company by the purchase of units that includes; 1) shares of the Company’s common stock at a par value of $0.0001 per share, and: 2) warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01, at a per unit purchase price of $0.005 for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report). If the options are exercised the shares issued to investors will constitute approximately 7% of the issued capital

(iv) OnIn ~~August~~consideration 1,for ~~2025,~~its ~~Mr.~~efforts ~~Asaf~~in ~~Porat~~facilitating ~~and~~ the ~~Company~~extension ~~reached~~of anthe ~~understanding~~maturity ~~that~~date ~~Mr.~~of ~~Porat’s~~the ~~position~~Convertible asNotes and the ~~Chief~~associated ~~Financial Officer~~waivers ~~has~~discussed ~~terminated.~~above, ~~Mr.~~the ~~Porat~~Company ~~will~~agreed ~~continue~~ to ~~provide~~issue ~~services~~ to ~~the~~an ~~Company~~unrelated ~~through~~third ~~August~~party ~~31,~~consultant ~~2025.~~options ~~Effective~~for ~~August~~45 ~~12,~~million ~~2025,~~shares ~~Mr.~~of ~~Ron Mekler,~~Company ~~who~~common ~~has~~stock, which ~~been~~are ~~serving~~vested asupon agrant ~~director~~and ofexercisable ~~the~~at ~~Company,~~a ~~was~~per ~~appointed~~share asprice ~~Chief~~of ~~Financial Officer~~$0.0001, ~~Mr.~~subject ~~Mekler~~to ~~resigned as~~ a ~~director~~12 onmonth ~~such date~~lockup.

(v) On August 12, 2025, the ~~members of the board of directors (the “~~Board”) ~~of the Company~~ approved the appointment of Yakir Abadi and Eldar Edmond Grady as directors on the Board, effective immediately. In addition, on such date the Board appointed Mr. Abadi as the new Chief Executive Officer of the Company, following the resignation of Mr. Boris Molchadsky from the position of Company Chief Executive Officer. Mr. Molchadsky continues to serve as a Board member. The Board also appointed on such date Mr. Grady to serve as executive chairman of the Board.

(i) options for 212,965,804 shares of common stock shall vest and become exercisable upon the aggregate trading volume of the Company’s publicly traded share of common stock being at a value of least $500,000 over any consecutive 30-day period; (ii) options for 212,965,804 shares of common stock shall vest and become exercisable upon the aggregate trading volume of the Company’s publicly traded share of common stock trading at a average daily trading price of at least $0.03 for 15 consecutive trading days; and (iii) (iii) options for 213,029,698 shares of common stock shall vest and become exercisable upon the Company’s completion of a capital raise of at least $1 million.

If(vi) On September 30, 2025, the ~~options~~Board ~~are~~e ~~exercised~~agreed into ~~full,~~change the ~~shares~~aforementioned ~~issuable~~resolution ~~upon~~regarding the issuance of such ~~exercise~~options ~~would~~to ~~represent~~Mr. Abadi and Mr. Grady, inand ~~the~~instead, ~~aggregate~~to ~~35%~~enter ofinto ~~the~~a ~~issued~~subscription ~~and~~agreement ~~outstanding capital~~for an identical number of shares of the ~~Company~~company’s oncommon stocks at a ~~fully~~per ~~diluted~~share ~~basis~~purchase asprice of ~~the~~$0.0001. ~~date~~see ~~hereof.~~Item (xi) below

In(x) ~~addition,~~On itSeptember ~~was~~4, ~~agreed~~2025, ~~that~~the ~~each~~Company ofaccepted ~~Mr.~~subscriptions ~~Abadi~~for ~~and~~$550,000 ~~Mr.~~from ~~Grady~~five ~~will~~qualified beinvestors ~~employed/retained~~in byconsideration ~~standard~~of ~~employment/consulting~~the ~~agreements for~~issuance, ain 36the ~~month~~aggregate, ~~period~~of ~~and~~45,333,333 ~~which~~shares ~~may~~of ~~be terminated by~~ the Company’s ~~only~~common ~~for~~stock ~~cause.~~and ~~The~~warrants ~~monthly~~to ~~salary~~purchase ~~for~~an ~~each~~additional ~~is $30~~12,~~000~~750,000 ~~subject~~shares ~~to the Company~~of ~~having~~common ~~available cash resources of at least $500~~stock,~~000.~~ ~~Cause~~exercisable ~~shall be defined as willful misconduct. If~~ for ~~any~~a ~~reason~~period ~~the~~not ~~Company~~exceeding ~~terminated the~~12 ~~employment~~months ~~relationship~~and ~~for~~at ~~any~~per ~~reason~~share ~~other~~exercise ~~than~~prices ~~cause,~~between it$0.015 ~~shall~~and ~~pay them a lump sum for the remainder of the employment term~~$0.02.

~~Mr. Abadi and Mr. Grady were granted anti-dilution protection for any capital raised by the Company in an amount not exceeding $7 million.~~25

(vixi) ~~The~~On ~~board~~September of30, ~~directors~~2025, the Company entered into a consulting agreement with YK (the “YK Consulting Agreement”) and with EG (the “EG Consulting Agreement”). Under the terms of each of ~~SleepX~~the YK Consulting Agreement and the ~~Company~~EG ~~have~~Consulting ~~determined~~Agreement, each asof YA and EG is entitled to a monthly fee of $30,000, retroactive to August 12, 2025 ~~that~~(in ~~the~~each ~~intercompany~~case ~~loan~~the of“Base ~~approximately~~Fee”) for $2a three year period.4 ~~million~~In ~~owed~~addition, byin ~~SleepX~~the toevent that the Company ~~will~~decides beto ~~retired~~terminate bya ~~way~~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 ~~issuance~~Company ofis ~~additional~~to ~~shares~~pay to YK or EG, as the case may be, a severance payment equal to 36 months Base Fee. In addition, each of ~~SleepX~~YK ~~ordinary~~and ~~shares~~EG is entitled to ~~the Company~~reimbursement.

~~(vii)~~On ~~Subject~~September to30, 2025, the ~~Share~~Company ~~Capital~~and ~~Increase~~each of YA and toEG ~~compliance~~also ~~with~~entered ~~existing~~into ~~rules~~a ~~and~~subscription ~~regulations,~~agreement (the ~~222,664~~“Subscription ~~shares~~Agreement”) for the purchase by each of ~~Series~~YK Aand ~~Preferred Stock~~EG of 638,961,306 shares (the “~~Preferred~~Subscription ~~Stock~~Shares”) ~~held~~at bya Mrper ~~Bary~~share ~~Molchadsky~~purchase ~~which~~price byof $0.0001. ~~their~~The ~~terms~~Subscription ~~provide~~Agreement ~~that~~goes ~~each~~into effect upon the increase in the Company’s authorized share capital. The Subscription Agreement provides that if certain specified milestones are not achieved with five (5) years then all or part of ~~Preferred~~the ~~Stock~~Subscription Shares ~~into~~are 1to be returned to Company’s treasury. In addition,~~500~~ under the Subscription Agreement, each of YA and EG are entitled to anti-dilution protection, such that in the event of any issuance by the Company of shares of Common Stock or securities convertible into shares of Common Stock, ~~will~~whether for cash, in exchange for assets, services, or pursuant to debt conversion or otherwise, the Company shall issue additional shares to YA and EG so that their respective percentage ownership shall be ~~converted~~maintained ~~into~~following asuch ~~total~~issuance, provided that such anti-dilution protection shall be afforded for up to $7 million of ~~333~~value received by the Company,~~996~~ whether measured in gross proceeds,~~000~~ ~~shares~~value of ~~Common~~assets ~~Stock~~recorded on the Company’s financial statements or otherwise. Any adjustment shall be made at the end of each quarter following the release of the financial statements for the quarter in which the value was received.

22(xii) On October 8, 2025, the Company accepted subscriptions for $50,000 from a qualified investor in consideration of the issuance, in the aggregate, of 2,000,000 shares of the Company’s common stock at per share prices between $0.019.

Key Financial Terms and Metrics

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

Revenues

We have generated $46,000 in revenues from product sales during the ~~six~~nine months ended ~~June~~September 30, 2025.

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.

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

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 ~~Six~~Nine Months Ended ~~June~~September 30, 2025 to the Three and ~~Six~~Nine Months Ended June 30, 2024

	For the three- months period ended June 30						For the Six- months period ended June 30
	For the three- months period ended September 30						For the Nine- months period ended September 30
	2025			2024			2025			2024
	~~U.S dollars~~	U.S dollars
Revenues		12,000			21,000			46,000			1516,000
Cost of sales		41,000			3(2,000	)		8(9,000	)		6(8,000	)
Gross profit (loss)		(31,000	)		(1,000	)		(43,000	)		98,000
Research and development expenses		~~221~~1,000			96159,000			~~215~~217,000			~~156~~316,000
Sales and marketing		3224,000			~~103~~153,000			4974,000			~~157~~310,000
General and administrative expenses		97211,000			~~205~~298,000			~~208~~419,000			~~499~~797,000
Operating loss		(~~353~~237,000	)		(~~405~~610,000	)		(~~476~~713,000	)		(~~803~~1,415,000	)
Financial income (expenses), net		~~347~~(4,441,000	)		~~586~~(98,000	)		~~304~~(4,137,000	)		(~~260~~160,000	)
Profit for the period (loss)		(64,678,000	)		~~181~~(512,000	)		(~~172~~4,850,000	)		(1,~~063~~575,000	)

23Revenues. We recorded revenues of $2,000 and $6,000 for the three and nine months ended September 30, 2025 compared to $1,000 and $16,000, respectively, in each of the corresponding periods in 2024. All revenues were from sales of our AppySleep wristband.

~~Revenues.~~Research Weand ~~recorded~~Development ~~revenues~~Expenses, ofResearch and development expenses decreased from $1159,000 and $4316,000, ~~for~~respectively, during the three and ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024 ~~compared~~ to $21,000 and $15217,000, respectively, for the corresponding periods in 2025. The decrease in each of the ~~corresponding~~three and nine month periods inis ~~2024.~~primarily ~~All~~attributable ~~revenues~~to ~~were~~write-offs ~~from~~of ~~sales~~certain investments in intellectual property and development of our ~~AppySleep wristband~~products.

~~Research~~Sales and ~~Development~~Marketing. ~~Expenses,~~Sales ~~Research~~ and ~~development~~marketing expenses ~~increased~~decreased from $96153,000 and $~~156~~310,000, respectively, during each of the three and ~~six~~ nine months ended ~~June~~September 30, 2024 to $~~221~~24,000 and $~~215~~74,000, respectively, for the corresponding periods in 2025. The ~~increase~~decrease in each of the three and ~~six~~nine month periods is primarily attributable to ~~write-offs~~the ofdecrease ~~certain investments~~ in ~~intellectual~~marketing ~~property~~efforts ~~and~~during ~~development of~~the ~~our products~~period.

~~Sales~~General and ~~Marketing~~Administrative Expenses. ~~Sales~~General and ~~marketing~~administrative expenses decreased from $~~103~~298,000 and $~~157~~797,000, respectively, ~~during~~for ~~each of~~ the three and ~~six~~ nine months ended June 30, 2024, to $32211,000 and $49419,000, respectively, for the corresponding periods in 2025. The decrease inis ~~each~~primarily attributable ofmostly ~~the~~to ~~three and~~reduced ~~six~~salary ~~month~~expenses ~~periods~~due isto ~~primarily~~the ~~attributable~~elimination of former CEO’S position and to the ~~decrease~~forfeiture inof ~~marketing~~his ~~efforts~~ options during the period, and also due to a reduction in other consulting expenses.

~~General~~Profit ~~and Administrative Expenses~~(loss). ~~General~~Profit ~~and~~(loss) ~~administrative expenses decreased from $205,000 and $499,000, respectively,~~ for the three months and ~~six~~nine months ended ~~June~~September 30, ~~2024,~~2025 towas ($974,678,000) and ($~~208~~4,850,000) compared to (512,000) ~~respectively~~and $(1,575,000) for the corresponding periods in ~~2025~~2024, respectively. The ~~decrease~~increase isin ~~primarily attributable~~the ~~mostly~~loss toduring ~~reduce~~each inof ~~salary~~the ~~expenses~~periods ~~due~~is primarily attributable to ~~the~~change ~~elimination~~in offair ~~former~~value ~~CEO’S~~of ~~position~~convertible loans and to ~~the~~a ~~forfeiture~~decrease ofin ~~his~~sale ~~options during~~and ~~the~~marketing ~~period~~efforts, and ~~also~~in ~~due~~general toand administrative ~~reduce~~expenses induring ~~other~~the ~~consulting expenses~~period.

Profit (loss). Profit (loss) for the three months and six months ended June 30, 2025 was ($6,000) and ($172,000) compared to 181,000 and $(1,063,000) for the corresponding periods in 2024, respectively, and is primarily attributable to change in fair value of convertible loans and to a decrease in sale and marketing efforts, and in General and administrative expenses during the period.27

Liquidity and Capital Resources

From inception, we have funded our operations from a combination of loans and sales of equity instruments.

As of ~~June~~September 30, 2025, we had a total of $8468,000 in cash resources and approximately $48,~~312~~394,000 of liabilities, all of which are current liabilities.

AppYea has experienced operating losses since its inception and had a total accumulated deficit of $1014,~~530~~764,000 as of ~~June~~September 30, 2025. We ~~expect~~ expect to incur additional costs and require additional capital. We have incurred losses in nearly every year since inception. These ~~losses~~ losses have resulted in significant cash used in operations. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, our cash used in operations was approximately $~~213~~350,000 and $~~442~~569,000, 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 ~~June~~September 30, 2025 and 2024 respectively:

	For the six months ended
	For the nine months ended
	June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024
	~~US Dollars~~	US Dollars
Net cash used in operating activities	$	~~213~~350,000			~~442~~569,0000
Net cash used in investment activities		~~1,000~~-			7882,000
Net cash provided by Financing Activities (income)	$	(~~124~~735,000	)		(~~456~~486,000	)

24Between September 2024 and September 2025, we raised an aggregate of $260,000 from 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, and additional $124,000 from exercise of outstanding warrants at an exercise price of $0.0066 per share, which was reduced from $0.04 if exercised within a specified shorter duration. In respect of the raise the investors are entitled to an aggregate 26,000,000 shares of our common stock and identical number of warrants, of which 13,500,000 have already been issued. The subscription proceeds are being used to complete the IOS design and development of our biofeedback snoring treatment wristband (AppySleep product) as well as general corporate matters. More recently, we raised in July 2025 through entities controlled by Mr. Yakir Abadi and Mr. Eldad Grady, the new CEO and Chairman of the Board, respectively, appointed as of August 12, 2025, invested 234,000 NIS in the Company by the purchase of units comprised of; 1) Shares of the Company’s common stock at a par value of $0.0001 per share, and: 2) Warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01, at a per unit purchase price of $0.005 for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report). Each of them received 7,000,000 of Company’s shares of common stock.

~~Between~~On ~~June~~September ~~2024~~4, ~~and June~~ 2025, ~~we raised an aggregate of $260,000 from private placement of shares of our common stock at a per share price of $0.01 and~~ the ~~issuance~~Company ofaccepted ~~warrants,~~subscriptions ~~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~~550, ~~and additional $124,~~000 from ~~exercise~~five ofqualified ~~outstanding warrants at an exercise price of $0.0066 per share, which was reduced from $0.04 if exercised within a specified shorter duration. In respect of the raise the~~ investors ~~are~~in ~~entitled~~consideration ~~to an aggregate 26,000,000 shares~~ of ~~our common stock and identical number of warrants, of which 13,500,000 have already been issued. The subscription proceeds are being used to complete~~ the ~~IOS design and development of our biofeedback snoring treatment wristband (AppySleep product) as well as general corporate matters. More recently~~issuance, ~~we raised~~ in ~~July 2025 through entities controlled by Mr. Yakir Abadi and Mr. Eldad Grady,~~ the ~~new CEO and Chairman of the Board~~aggregate, ~~respectively, appointed as~~ of ~~August 12~~45, ~~2025~~333, ~~invested~~333 ~~234,000~~shares ~~NIS in the Company by the purchase~~ of ~~units comprised of; 1) Shares of~~ the Company’s common stock ~~at a par value of $0.0001 per share,~~ and: 2)warrants ~~Warrants~~ to purchase ~~two~~an ~~(2)~~ additional ~~shares~~12,750,000 shares of common ~~stocks~~stock, exercisable ~~through~~for ~~the~~a ~~second anniversary~~period ofnot ~~the~~exceeding ~~issuance~~12 ofmonths ~~such~~and ~~options,~~ at a per share exercise ~~price~~prices ofbetween $0.~~01,~~015 ~~at a per unit purchase price of~~ and $0.~~005 for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report)~~02.

AsOn ofOctober ~~June 30~~8, 2025, the Company ~~and~~accepted ~~the~~subscriptions ~~holder~~for ~~of outstanding convertible promissory notes in an aggregate amount of approximately~~ $~~0.8 million have agreed to extend to December 31~~50,000 ~~2025~~from ~~the~~a ~~maturity~~qualified ~~date~~investor ~~of the convertible notes, and the holder agreed not to exercise its right to convert the notes through such date~~ in consideration of the ~~repayment~~issuance, in ~~cash by December 31, 2025 of~~ the ~~outstanding principal and accrued interest on the notes. On August 12~~aggregate, ~~2025, this holder together with holders of~~ ~~outstanding convertible promissory notes in an aggregate amount~~ of ~~approximately $1.0 million~~2, ~~for a total amount of approximately $1.8 million (collectively~~000,000 ~~the~~shares ~~“Convertible Notes”) have agreed to extend to February 15, 2026 the maturity date~~ of the Convertible Notes (the “New Maturity Date”), freeze the continuing accrual of interest and to not exercise their right to convert the Convertible Notes through the New Maturity Date in consideration of the repayment in cash by the New Maturity Date of the outstanding principal and accrued interest on the Notes together with a premium not exceeding 10%. The Company’s ~~obligation~~common tostock ~~repay~~prices ~~these~~between ~~amounts are subject to the Company raising additional operating capital~~$0.019.

~~Management~~As ~~believes~~of ~~that~~June ~~funds~~30, ~~on hand~~2025, ~~will~~the ~~enable~~Company usand the holder of outstanding convertible promissory notes in an aggregate amount of approximately $0.8 million have agreed to ~~fund~~extend ~~our~~to ~~operations~~December 31, 2025 the maturity date of the convertible notes, and ~~capital~~not ~~expenditure~~to ~~requirements~~exercise their right to convert the Convertible Notes through ~~October~~such date in consideration of the repayment in cash by December 31, 2025 of the outstanding principal and accrued interest on the Notes. WeOn ~~need~~August 12, 2025, this holder together with holders of outstanding convertible promissory notes in an aggregate amount of approximately $1.08 million (collectively, the “Convertible Notes”) have agreed to ~~raise~~extend ~~additional~~to ~~operating~~February 15, ~~capital~~2026 inthe ~~order~~maturity date of the Convertible Notes (the “New Maturity Date”), freeze the continuing accrual of interest and to ~~maintain~~not ~~operations~~exercise astheir ~~presently~~right ~~conducted~~to convert the Convertible Notes through the New Maturity Date in consideration of the repayment in cash by the New Maturity Date of the outstanding principal and accrued interest on the Notes together with a premium not exceeding 10%. The Company’s obligation to ~~realize~~repay ~~our~~these ~~business~~amounts ~~plan~~are subject to the Company raising additional operating capital.

Management believes that funds on hand, will enable us to fund our operations and capital expenditure requirements through March 2026. We need to raise additional operating capital in order to maintain operations as presently conducted and to realize our business plan beyond such date.

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.

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 $47,~~160~~758,000 and a working capital deficit of $47,~~228~~824,000 at ~~June~~ September 30, 2025 as well as negative operating cash flows. Our report from our independent registered public accounting firm for the quarter ~~ended~~ ~~June~~ended September 30, 2025 includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise ~~substantial~~ 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~~ 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

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2025. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2025.

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. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 15, 2025, our management concluded that our internal control over financial reporting was not effective at December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of our evaluation, we identified a material weakness in our controls related to segregation of duties and other immaterial weaknesses in several areas of data management and documentation. Our management is composed of a small number of professionals resulting in a situation where limitations on segregation of duties exist. Accordingly, and as a result of the material weakness identified above, we have concluded that the control deficiencies result in a reasonable possibility that a material misstatement of the annual or interim financial statements may not be prevented on a timely basis by the Company’s internal controls. We continue to employ and refine a structure in which critical accounting policies, issues and estimates are identified, and together with other complex areas, are subject to multiple reviews by executives. We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above.

Changes in Internal Control Over Financial Reporting

Except for the material weakness noted above, during the quarter ended ~~June~~September 30, 2025, there were no changes in our internal control over ~~financial~~ financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2630

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~(i)~~ In 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).

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.

A preliminary hearing was held on February 14, 2024. The presiding judge did not rule on the preliminary pleadings and urged the parties to attempt mediation before the ruling. The parties have pursued mediation efforts but the mediation efforts have not succeeded and the matter has been referred back to the court. As of the date of this report, no hearing date has been set.

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.

(ii) On April 10, 2025, the Company received a letter from its former Chief Executive Officer, who resigned as of January 19, 2025, alleging non-payment of amounts due him under his employment agreement. The Company denies the allegation. As of the date of this report, no formal complaint relating to this matter has been filed.

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, 2024, as filed with the SEC on April 15, 2025, 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

~~N/A~~(i) On September 4, 2025, the Company accepted subscriptions for $550,000 from five qualified investors in consideration of the issuance, in the aggregate, of 45,333,333 shares of the Company’s common stock and warrants to purchase an additional 12,750,000 shares of common stock, exercisable for a period not exceeding 12 months and at per share exercise prices between $0.015 and $0.02.

(ii) On October 8, 2025, the Company accepted subscriptions for $50,000 from a qualified investor in consideration of the issuance, in the aggregate, of 2,000,000 shares of the Company’s common stock at per share prices between $0.019

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:

(i) During the fiscal quarter ended ~~June~~September 30, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

(ii) On November 18, 2025, the Company and Ron Mekler (“RM”), formerly a director of the Company who was appointed as the Company’s Chief Financial Officer on August 12, 2025 entered into a consulting agreement (the “RM Consulting Agreement”). Under the terms of RM Consulting Agreement, RM is entitled to a monthly fee of $10,000, retroactive to August 12, 2025 (the “Base Fee”) for a two year period. In addition, in the event that the Company decides to terminate the RM Consulting Agreement or any reason other than cause (as defined in the agreement), then the Company is to pay to RM, a severance payment equal to the lesser of 6 months Base Fee and the duration of the Term. If the Company elects to not renew the term of the agreement upon its scheduled termination, then RM shall be entitled to three (3) months’ Base Salary. In addition under the RM Consulting agreement, RM is entitled to options for 15 million shares to vest over two quarters in equal quarterly instalments of 7,500,000 option shares on each of March 31 and June 30, 2026.

ITEM 6.

EXHIBITS

Exhibit Index:

4.1		Form of Warrant (incorporated by reference from the Current Report on Form 8-K filed on September 5, 2025)
10.1		Form of Subscription Agreement (incorporated by reference from the Current Report on Form 8-K filed on September 5, 2025)
10.1		IP Purchase Agreement dated as of August 20, 2025 by and between AppYea Inc. and Techlott Ltd. (incorporated by reference from the Current Report on Form 8-K filed on August 21, 2025).
10.2		Shareholders Agreement dated as of August 20, 2025 by and between Techlott Ltd. and the AppYea controlling shareholder(incorporated by reference from the Current Report on Form 8-K filed on August 21, 2025).
10.3		Shareholders Agreement dated as of August 20, 2025 by and between Techlott Ltd. and the AppYea controlling shareholder(incorporated by reference from the Current Report on Form 8-K filed on August 21, 2025).
31.1		Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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/ Yakir Abadi	By:	~~By:~~/s/ Ron Mekler	~~/s/ Ron Mekler~~
	Yaki Abadi			Ron Mekler
	Yakir Abadi		Ron Mekler
	Chief Executive Officer		Chief Financial Officer	~~Chief Financial Officer~~
	(Principal Executive Officer)		(Principal Financial and Accounting Officer)	~~(Principal Financial and Accounting Officer)~~
Date: August 18, 2025			Date: August 18, 2025
Date: November 19, 2025		Date: November 19, 2025

2933

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