Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the previously disclosed appointment by AppYea, Inc., a Nevada corporation (the "Company") of Yakir Abadi ("YA") to the Company's board of directors and Eldar Edmund Grady ("EG") as Executive Chairman, 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.

Copies of the YA Consulting Agreement, the EG Consulting Agreement and the form of Subscription are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The description of the agreement is a summary only and is qualified in its entirety by reference to Exhibits 10.1, 10.2 and 10.3.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 above is hereby incorporated into this Item 3.02.

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