Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As of January 27, 2026, AppYea, Inc., a Nevada corporation (the "Company") accepted subscriptions for $750,000 from four qualified investors in consideration of the issuance, in the aggregate, of 34,090,908 shares of the Company's common stock and, with respect to one investor for $450,000, warrants to purchase an additional 20,454,545 shares of common stock, exercisable for a period three years and at per share exercise price $0.026.

The securities were placed by the Company in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended.