APPYEA, INC 8-K

What Happened
AppYea, Inc. (APYP) filed an 8‑K disclosing that, as of January 27, 2026, it accepted subscriptions totaling $750,000 from four qualified investors in exchange for 34,090,908 shares of common stock. One of those investors (who subscribed for $450,000) also received warrants to purchase 20,454,545 additional shares. The warrants are exercisable for three years at $0.026 per share. The company placed these securities relying on an exemption from registration under Regulation S.

Key Details

• Total cash received: $750,000 from four qualified investors (accepted Jan 27, 2026).
• Shares issued: 34,090,908 shares of common stock issued in the transaction.
• Warrants: One investor received warrants to buy 20,454,545 shares, exercisable for three years at $0.026 per share.
• Registration status: Securities issued in reliance on Regulation S (unregistered offering exemption).

Why It Matters
This transaction immediately increases the company’s outstanding common stock by 34,090,908 shares and creates the potential for further dilution of up to 20,454,545 shares if the warrants are exercised. If all warrants are exercised, AppYea would receive additional cash of roughly $532,000 (20,454,545 × $0.026). Investors should note the issuance was unregistered under Regulation S, and the filing does not state how the proceeds will be used.