APPYEA, INC 8-K

What Happened
AppYea, Inc. (APYP) filed an 8‑K reporting that on December 31, 2025 it completed the acquisition of certain blockchain-based lottery technology from Techlott Ltd. under an August 20, 2025 Intellectual Property Purchase Agreement. As consideration the company agreed to issue 1,277,922,611 shares of common stock (representing 35% on a fully diluted basis); because the company’s authorized common shares have not yet been increased, AppYea issued 49,117 shares of a newly created Series B Preferred that will automatically convert into the Consideration Shares once the authorized common share increase is effective. Techlott’s president Mark Katzenelson was appointed AppYea President and director, and Techlott CTO Ben Harris was appointed AppYea CTO and director.

Key Details

• Closing date: December 31, 2025; IP Purchase Agreement dated August 20, 2025.
• Consideration: 1,277,922,611 common shares (35% fully diluted) — temporarily issued as 49,117 shares of Series B Preferred that automatically convert upon authorized share increase. Series B terms (as amended) provide mandatory conversion of each Series B share into 25,000 common shares, voting power of 15,000 votes per Series B share, no redemption, and dividends/voting on an as-converted basis. Techlott has anti-dilution protection.
• Convertible notes: Holders of approximately $0.8M of outstanding convertible notes converted into 245,013,836 common shares between Dec 31, 2025 and Jan 5, 2026. A separate note holder with $863,840 extended maturity to Feb 15, 2028 and agreed not to convert until then; interest continues at 8% per annum. All securities were issued as restricted securities under Section 4(a)(2) and Rule 506(b).
• Executive compensation: Consulting agreements with Katzenelson and Harris pay $30,000 per month (retroactive to Aug 20, 2025) for three years. If terminated without cause or upon a Change of Control, each is entitled to 36 months’ base fee (36 x $30,000 = $1,080,000).

Why It Matters
This filing shows AppYea has acquired a blockchain lottery platform and installed Techlott leadership to run and integrate the technology—moves that could materially change AppYea’s business focus. The acquisition consideration equals a large potential issuance (stated as ~1.28 billion shares or ~35% on a fully diluted basis), which could substantially dilute existing shareholders once the Series B converts. Separately, conversion of convertible notes added roughly 245 million new common shares, increasing outstanding share count. Investors should watch the company’s authorized share increase, the timing of Series B conversion, any anti-dilution adjustments, and how management integrates the acquired technology and manages dilution.