Material Agreement, Private Placement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As of August 12, 2025, AppYea, Inc. (the "Company") and the holders of outstanding convertible promissory notes in an aggregate 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 are subject to the Company raising additional operating capital.

In consideration for its efforts in facilitating the extension of the maturity date of the Convertible Notes and the associated waivers, the Company agreed to issue to Lipoco Consulting LLC 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.

Item 3.02 Unregistered Sales of Equity Securities.

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

In addition, on August 12, 2025, Mr. Boris Molchadsky, the former Chief Executive Officer of the Company, and the Company agreed that Mr. Molchadsky will, subject to compliance with relevant rules and regulations and the increase in the Company's authorized share capital, convert his holdings of 222,664 shares of Series A Preferred Stock into 333,966,000 shares of common stock. By its terms, each Series A Preferred Stock converts into 1,500 shares of Common Stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment/Resignation of Directors and Officers

On August 12, 2025, the members of the board of directors (the "Board") of the Company approved the appointment of Yakir Abady and Eldar Edmond Grady as directors on the Board, effective immediately.

In addition, on such date the Board appointed Mr. Abady 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.

Yakir Abadi, age 36, is regarded as one of Israel's leading voices and entrepreneurs in fintech, blockchain, and digital finance. He brings with him a wealth of experience in developing banking systems, digital currency solutions, and breakthrough ventures in the digital investment sector. Yakir Abadi is a serial entrepreneur and the owner of multiple leading companies in fintech, digital marketing, and content management. Since 2018, he has led Eyecu Digital, a developer of advanced banking systems integrated with blockchain technology, delivering innovative solutions to financial institutions and global organizations. In 2019, he founded A.B. Global Heights Ltd, a parent company holding a portfolio of more than 20 ventures and businesses in digital marketing, operating in both local and international markets. In 2022, he established Better Mind Ltd, a company that manages and promotes social media influencers and business mentors in Israel, focusing on building personal brands and enhancing digital presence. Over the past five years, Yakir has combined technological innovation, business vision, and brand-building expertise, establishing himself as a significant player in both the financial and digital arenas in Israel and abroadMr. Abadi holds a central position among investment communities, traders, and technology leaders. He is recognized for his practical experience in building digital banking platforms, blockchain solutions, and cryptocurrency investments, and is considered a prominent and influential figure within digital investment communities both in Israel and internationally.