UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

☒ Preliminary Information Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☐ Definitive Information Statement

TECHLOTT INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

☐ Fee paid previously with preliminary materials.

TECHLOTT INC.

16 Balfour Street, Jerusalem,

Israel 9210207

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

GENERAL INFORMATION

To the Holders of Common Stock of Techlott Inc.:

This Information Statement is first being mailed on or about _____, 2026 to the holders of record of the outstanding voting stock, $0.0001 par value per share (the “Common Stock”), of Techlott Inc., a Nevada corporation formerly named AppYea, Inc. (the “Company”), as of the close of business on August 16, 2026 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to actions taken by written consents in lieu of a meeting (the “Written Consents”) of the holders of a majority of the voting power of the outstanding shares of stock of the Company (the “Consenting Stockholders”) as of the Record Date.

The Written Consents approved the following actions: (i) an amendment to our Articles of Incorporation, as amended (the “Articles”), to increase the authorized shares of common stock of the Company from 900,000,000 to 10,000,000,000 (the “Increase in Authorized Shares of Common Stock”); and (ii) an amendment to the Articles to effect a reverse stock split of the issued and outstanding shares of common stock at a ratio of not less than 1-for-50 and not more than 1-for-1,000, with the exact ratio to be determined by our Board of Directors in its sole discretion, together with a reduction in the number of authorized shares of common stock to 250,000,000 upon implementation of the reverse stock split (the “Reverse Stock Split”).

The Written Consents constitute the consent of a majority of the voting power of the outstanding shares of stock and are sufficient under the Nevada Revised Statutes (the “NRS”) and our Bylaws to approve the actions described herein. Accordingly, the Increase in Authorized Shares of Common Stock and the Reverse Stock Split are not being submitted to our other stockholders for a vote. Under Rule 14c-2 under the Exchange Act, the actions described herein will not be implemented until a date at least twenty (20) calendar days after the date on which this Information Statement has been first mailed to the stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and is being furnished, pursuant to Section 14(c) of the Exchange Act, to the holders of the voting and non-voting stock of the Company (the “Stockholders”) to notify the Stockholders of the approval of the Increase in Authorized Shares of Common Stock and the Reverse Stock Split. Because these actions have been approved by the holders of the required majority of the voting power of our outstanding shares of stock, no proxies are being solicited. The actions described herein will not be effected until at least twenty (20) calendar days after the mailing of this Information Statement.

PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS FURNISHED SOLELY TO INFORM STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND REGULATION 14C.

By Order of the Board of Directors

Eldar Grady, Chairman

August __, 2026

INTRODUCTION

This Information Statement is being first mailed on or about ______, 2026, to the Stockholders by the Board of Directors of the Company (the “Board”) to provide material information regarding the Increase in Authorized Shares of Common Stock and the Reverse Stock Split that have been approved by the Written Consents of the Consenting Stockholders.

Only one copy of this Information Statement is being delivered to two or more stockholders who share an address unless we have received contrary instructions. The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the shares of stock held of record by them.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE MATTERS DESCRIBED HEREIN.

AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE CONSENTING STOCKHOLDERS

Under the NRS and the Company’s Bylaws, any action that may be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted consent to the action in writing. Each of the Increase in Authorized Shares of Common Stock and the Reverse Stock Split requires the affirmative vote or written consent of a majority of the voting power of the issued and outstanding shares of stock.

Each holder of Common Stock is entitled to one vote per share of Common Stock held of record, each holder of Series A Preferred Stock is entitled to 3,000 votes per share, and each holder of Series B Preferred Stock is entitled to 15,000 votes per share, in each case voting together with the Common Stock, on any matter properly brought before the stockholders.

CONSENTING STOCKHOLDERS

On the Record Date, the Company had 890,742,444 shares of Common Stock issued and outstanding, the holders of which are entitled to one vote per share, 230,598 shares of Series A Preferred Stock issued and outstanding, the holders of which are entitled to 3,000 votes per share, and 35,684 shares of Series B Preferred Stock issued and outstanding, the holder of which is entitled to 15,000 votes per share, representing an aggregate of 2,117,796,444 votes entitled to be cast on matters submitted to the stockholders.

On August 12, 2026, holders of a majority of the Company’s total voting power executed a written consent approving the Increase in Authorized Shares of Common Stock, and on August 16, 2026, the same holders executed a written consent approving the Reverse Stock Split. The Consenting Stockholders and their holdings represent approximately 65.3% of the total voting power of the Company’s issued and outstanding capital stock, constituting not less than a majority of such voting power and sufficient to approve each of the actions described in this Information Statement under the NRS and the Company’s Articles of Incorporation and Bylaws.

We are not seeking written consent from any other stockholder of the Company, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purpose of advising stockholders of the actions taken by Written Consents and giving stockholders notice of such actions as required by the Exchange Act. Because the actions described in this Information Statement were taken by Written Consents, there will be no security holders’ meeting, and representatives of the principal accountants will not be present to respond to questions.

APPROVAL OF THE INCREASE IN AUTHORIZED SHARES OF COMMON STOCK

The Amendment to Increase the Authorized Shares of Common Stock

On August 12, 2026, the Board approved, subject to stockholder approval, an amendment to the Company’s Articles of Incorporation, as amended (the “Charter Amendment”), to increase the number of authorized shares of Common Stock from 900,000,000 to 10,000,000,000. On August 16, 2026, the Board approved, declared advisable and recommended to the stockholders the Reverse Stock Split described below.

The text of the Charter Amendment is set forth in Appendix A, and the form of the amendment effecting the Reverse Stock Split is set forth in Appendix B.

Purpose of the Increase

The Company currently has authorized capital stock of 900,000,000 shares of Common Stock, of which 890,742,444 shares were outstanding on the Record Date, and 500,000 shares of “blank check” preferred stock, of which 300,000 shares are designated as Series A Preferred Stock and 100,000 shares are designated as Series B Preferred Stock.

The Consenting Stockholders approved the Charter Amendment in order to ensure a sufficient number of authorized shares of Common Stock for the Company to satisfy its issuance obligations in connection with the acquisition of the Techlott intellectual property, including the shares of Common Stock issuable upon conversion of the Series B Preferred Stock issued to Techlott Enterprises Ltd. and reserved for issuance to each of Yakir Abadi and Eldar Grady, the Chief Executive Officer and Chairman of the Company, respectively, in each case disclosed in the Company’s periodic reports under the Exchange Act. The additional authorized shares are also intended to provide the Company with flexibility to issue Common Stock from time to time for future equity financings, acquisitions and other proper corporate purposes.

The additional authorized shares of Common Stock would be available for issuance from time to time as determined by the Board for any proper corporate purpose, without further action by the stockholders except as required by law or the rules of any market on which the Common Stock is then listed or quoted. Other than as described in this Information Statement and the Company’s public filings, the Company has no present plan, proposal or arrangement to issue the additional authorized shares.

Principal Effects of the Increase in Authorized Shares

The Increase in Authorized Shares of Common Stock will not, by itself, change the number of shares of Common Stock outstanding or alter the rights of existing holders. Stockholders will not realize any immediate dilution in their ownership or voting rights solely as a result of the increase in authorized shares, but will experience dilution as additional shares are issued, including upon conversion of the outstanding Series B Preferred Stock described below. When issued, the additional shares of Common Stock will have the same rights and privileges as the shares of Common Stock currently authorized and outstanding. Holders of Common Stock have no preemptive rights.

The increase in the number of authorized but unissued shares of Common Stock could, under certain circumstances, have an anti-takeover effect, because such shares could be issued in a manner that would make a change in control of the Company more difficult. The Board does not presently intend to issue additional shares for any such purpose, and the Charter Amendment is not being proposed in response to any known effort to acquire control of the Company.

Dissenters’ Rights

Under the NRS, the Company’s stockholders are not entitled to dissenters’ or appraisal rights with respect to the Increase in Authorized Shares of Common Stock or the Reverse Stock Split.

THE TECHLOTT ACQUISITION AND THE SERIES B PREFERRED STOCK

In August 2025, the Company entered into an Intellectual Property Purchase Agreement with Techlott Enterprises Ltd., a private company formed under the laws of the Republic of Cyprus (“Techlott Enterprises”), and the transaction closed on December 31, 2025. The Company acquired Techlott Enterprises’ blockchain-based, decentralized lottery technology, an integrated platform that includes an on-chain lottery system, a verifiable randomness service, an off-chain operator platform, and the supporting backend systems and know-how (the “Acquired Assets”). The Company reported the transaction on a Current Report on Form 8-K filed January 7, 2026, accounted for it as an asset acquisition, and recorded the Acquired Assets as an intangible asset of $21,101,317.

As consideration for the Acquired Assets, the Company agreed to issue to Techlott Enterprises a total of 1,909,081,759 shares of Common Stock (the “Consideration Shares”), representing approximately 35% of the Company’s issued and outstanding share capital on a fully diluted basis. As the Company did not have a sufficient number of authorized but unissued shares of Common Stock to deliver the Consideration Shares, the consideration was issued in the form of shares of Series B Preferred Stock, which automatically convert into the Consideration Shares upon the effectiveness of the Increase in Authorized Shares of Common Stock. In addition, under the agreements with it, Techlott Enterprises received anti-dilution protection. Such anti-dilution protection is intended to ensure that Techlott Enterprises maintains ownership of 35% of the Company’s fully diluted share capital, provided that such anti-dilution protection shall be afforded for up to $10 million of value received by the Company, whether measured in gross proceeds, value of assets recorded on the Company’s financial statements or otherwise. Accordingly, upon the Increase in Authorized Shares of Common Stock, Techlott Enterprises will be issued a total of 1,909,081,759 shares of Common Stock.

Series B Preferred Stock Reserved for Management

In addition to the Series B Preferred Stock issued to Techlott Enterprises, the Company reserved for issuance 17,842 shares of Series B Preferred Stock for each of Yakir Abadi, the Company’s Chief Executive Officer, and Eldar Grady, the Company’s Chairman. Upon the effectiveness of the Increase in Authorized Shares of Common Stock, each share of Series B Preferred Stock will automatically convert into shares of Common Stock at a ratio of 50,000 shares of Common Stock for each share of Series B Preferred Stock. In addition, each of Mr. Abadi and Mr. Grady is entitled to anti-dilution protection to ensure that each maintains ownership of 17.5% of the Company’s fully diluted share capital, 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. Accordingly, upon the Increase in Authorized Shares of Common Stock, Mr. Abadi and Mr. Grady will receive an aggregate of 1,909,081,759 shares of Common Stock.

APPROVAL OF REVERSE STOCK SPLIT AND REDUCTION IN AUTHORIZED SHARES

On August 16, 2026, the Board approved, declared advisable and recommended to the stockholders, and the Consenting Stockholders approved, an amendment to the Articles to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio of not less than 1-for-50 and not more than 1-for-1,000, with the exact ratio within that range to be determined by the Board in its sole discretion. Upon and following the implementation of the Reverse Stock Split, regardless of the ratio selected by the Board, the number of authorized shares of Common Stock will, without any further action on the part of the Company or its stockholders, be reduced to 250,000,000 shares.

Reasons for the Reverse Stock Split

The Board approved the Reverse Stock Split principally to provide the Company with the flexibility to establish a per share market price and capital structure appropriate for a potential listing of the Common Stock on a national securities exchange, and to address the substantial increase in the number of outstanding shares of Common Stock that will result from the automatic conversion of the Series A Preferred Stock and the Series B Preferred Stock upon the effectiveness of the Increase in Authorized Shares of Common Stock.

A higher per share market price may also broaden the pool of investors that may consider an investment in the Common Stock, including institutional investors whose investment policies restrict investments in low priced securities. There is no assurance that the Company will satisfy the initial listing requirements of any national securities exchange, that any listing application will be made or approved, or that the market price of the Common Stock following the Reverse Stock Split will increase in proportion to the ratio selected or be sustained.

Board Discretion to Select the Ratio

The stockholders approved a range of ratios, rather than a single ratio, so that the Board may select the ratio it believes appropriate in light of conditions at the time the Reverse Stock Split is effected. In determining the ratio, the Board expects to consider the then prevailing market price and trading volume of the Common Stock, the number of shares of Common Stock outstanding, including shares issuable upon the automatic conversion of the Series A Preferred Stock and the Series B Preferred Stock, prevailing market conditions and applicable listing requirements. The Board will have sole discretion, without further action by the stockholders, to select the final ratio within the approved range, to fix the effective date and time of the Reverse Stock Split, and to abandon the Reverse Stock Split in whole at any time before it becomes effective. The authority granted to the Board will expire, and the Reverse Stock Split will be deemed abandoned, if the Reverse Stock Split has not become effective on or before the date that is twelve months after the date of the stockholder consent approving it.

Principal Effects of the Reverse Stock Split

The Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock in accordance with the ratio selected by the Board. It will not change the par value of the Common Stock and will not alter the relative rights or preferences of the Common Stock. Each stockholder will hold the same percentage of the outstanding Common Stock immediately after the Reverse Stock Split as that stockholder held immediately before, except for immaterial changes resulting from the rounding up of fractional shares. Proportionate adjustments will be made, in accordance with their respective terms, to the conversion, exercise, exchange and anti-dilution provisions of the Company’s outstanding convertible securities, options and warrants, and to the number of shares reserved for issuance under any equity incentive plan of the Company.

The following table shows the approximate number of shares of Common Stock that would be outstanding following the Reverse Stock Split at selected ratios within the approved range, based on 890,742,444 shares of Common Stock outstanding as of the Record Date, and without giving effect to the rounding up of fractional shares:

The number of shares of Common Stock outstanding at the time the Reverse Stock Split is implemented is expected to be substantially higher than the number outstanding on the Record Date as a result of the issuance of the Consideration Shares and the automatic conversion of the Series A Preferred Stock and the Series B Preferred Stock upon the effectiveness of the Increase in Authorized Shares of Common Stock, and the number of shares of Common Stock outstanding following the Reverse Stock Split will be correspondingly higher.

Reduction in Authorized Shares

Upon and following the implementation of the Reverse Stock Split, regardless of the ratio selected by the Board, the number of authorized shares of Common Stock will be reduced to 250,000,000 shares, without any further action on the part of the Company or its stockholders. Because the reduction in the number of authorized shares is fixed and the reduction in the number of outstanding shares depends on the ratio selected, the number of authorized but unissued shares of Common Stock available for future issuance following the Reverse Stock Split will depend on the ratio selected by the Board.

Fractional Shares

No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Any fractional share that would otherwise result will be rounded up to the next whole share, so that no stockholder of record will be cashed out of, or cease to hold, shares of Common Stock solely as a result of the Reverse Stock Split.

Certain Risks Associated with the Reverse Stock Split

There is no assurance that the market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of Common Stock outstanding, or that any increase will be sustained. The total market capitalization of the Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. The liquidity of the Common Stock could be adversely affected by the reduced number of shares outstanding, and the Reverse Stock Split may increase the number of stockholders who hold odd lots, which may be more difficult or costly to sell.

Accounting Consequences

The Reverse Stock Split will not change the par value per share of the Common Stock. The stated capital attributable to the Common Stock on the Company’s balance sheet will be reduced in proportion to the ratio selected, and additional paid-in capital will be credited with the amount by which stated capital is reduced. Per share net loss and net book value will be restated retroactively for prior periods to reflect the Reverse Stock Split.

No Going Private Transaction

The Reverse Stock Split is not intended to be, and the Board does not believe that it will have the effect of, a going private transaction within the meaning of Rule 13e-3 under the Exchange Act. Because fractional shares will be rounded up rather than cashed out, the Reverse Stock Split will not reduce the number of holders of record of the Common Stock.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders of Common Stock. It is general in nature, does not address all tax considerations that may be relevant to particular holders in light of their circumstances, and is not tax advice. Holders should consult their own tax advisors regarding the consequences of the Reverse Stock Split.

The Reverse Stock Split is intended to be treated as a recapitalization for U.S. federal income tax purposes. Accordingly, a U.S. holder generally should not recognize gain or loss as a result of the Reverse Stock Split. A U.S. holder’s aggregate tax basis in the shares of Common Stock received should equal the aggregate tax basis in the shares surrendered, and the holding period of the shares received should include the holding period of the shares surrendered. A holder who receives a whole share in lieu of a fractional share as a result of rounding may recognize income or gain, although the Company expects any such amounts to be immaterial.

The Reverse Stock Split will be effected by the filing of a certificate of amendment to the Articles with the Secretary of State of the State of Nevada, the form of which is set forth in Appendix B. The Reverse Stock Split may not be implemented earlier than twenty calendar days after the definitive form of this Information Statement is first mailed to stockholders, and remains subject to processing by the Financial Industry Regulatory Authority under FINRA Rule 6490. Stockholders will not be required to exchange stock certificates; the Reverse Stock Split will be reflected in the records of the Company and its transfer agent.

CORPORATE NAME CHANGE

Effective May 29, 2026, we filed an amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s name from “AppYea, Inc.” to “Techlott Inc.” (the “Name Change”). As a result of the Name Change, the Company’s ticker symbol was changed to “LOTT” (the “Symbol Change”).

The Name Change and Symbol Change were processed and announced by FINRA on June 2, 2026, and became effective in the market at the open of business on June 3, 2026. The Company’s CUSIP number will not change in connection with the Name Change and Symbol Change. 

DESCRIPTION OF CAPITAL STOCK

The Company’s authorized capital stock consists of 900,000,000 shares of Common Stock, $0.0001 par value per share, and 500,000 shares of preferred stock, $0.0001 par value per share, issuable in one or more series (the “Preferred Stock”). The following summary describes the material terms of the Common Stock and of each series of Preferred Stock. It is a summary and is qualified by reference to the Company’s Articles of Incorporation, as amended, the certificates of designation for each series, and the Bylaws.

Common Stock

Holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of Common Stock do not have cumulative voting rights or preemptive rights, and the Common Stock is not subject to redemption or conversion. Subject to the preferences of any outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board out of legally available funds, and, upon liquidation, to share ratably in the assets available for distribution to stockholders.

Series A Preferred Stock

The Company has designated 300,000 shares of Series A Preferred Stock, of which 230,598 are issued and outstanding, 222,664 of which are held by Boris Molchadsky. The Series A Preferred Stock was issued in June 2020. Each share of Series A Preferred Stock is entitled to 3,000 votes per share, voting together with the Common Stock, and is convertible into shares of Common Stock at a ratio of 1,500 shares of Common Stock for each share of Series A Preferred Stock. The Series A Preferred Stock is not redeemable. The other material terms of the Series A Preferred Stock, including any dividend and liquidation rights, are as set forth in the Series A certificate of designation.

Series B Preferred Stock

The Company has designated 100,000 shares of Series B Preferred Stock, of which 35,684 are issued and outstanding, held by Techlott Enterprises, with an additional 35,684 shares of Series B Preferred Stock reserved for issuance to members of management. The Series B Preferred Stock was issued as consideration in the Techlott acquisition, and automatically converts into Common Stock at a ratio of 50,000 shares of Common Stock for each share of Series B Preferred Stock upon the effectiveness of the Increase in Authorized Shares of Common Stock. Each share of Series B Preferred Stock is entitled to 15,000 votes per share, voting together with the Common Stock. Dividends are payable on the Series B Preferred Stock on an as-converted basis if and when paid on the Common Stock. In a liquidation or dissolution of the Company, the holders of Series B Preferred Stock are entitled to receive, on an as-converted basis and pro rata with the holders of Common Stock, the amount that would have been payable had all shares of Series B Preferred Stock converted into Common Stock. The Series B Preferred Stock is not redeemable, and Techlott Enterprises is entitled to certain anti-dilution protection, in each case as set forth in the Series B certificate of designation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of the Record Date for (a) the executive officers, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Under the rules of the SEC, a stockholder is deemed to be a beneficial owner of any security of which that stockholder has the right to acquire beneficial ownership within 60 days of the Record Date. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 890,742,444 shares of common stock outstanding on the Record Date. The group figure includes 15,019,104 shares of Common Stock held by Ron Mekler, the Company’s Chief Financial Officer.

INTEREST OF CERTAIN PERSONS IN MATTERS ACTED UPON

Except as described in this Information Statement, no director, executive officer, associate of any director or executive officer, or any other person has any substantial interest, direct or indirect, in the actions described in this Information Statement that is not shared by all other holders of Common Stock. The Consenting Stockholders include the holders of all of the outstanding shares of Series B Preferred Stock, which will automatically convert into shares of Common Stock upon the effectiveness of the Increase in Authorized Shares of Common Stock, and the holder of substantially all of the outstanding shares of Series A Preferred Stock, in each case as described above under “The Techlott Acquisition and the Series B Preferred Stock” and “Description of Capital Stock.”

HOUSEHOLDING OF INFORMATION STATEMENT

The SEC permits companies and intermediaries to satisfy delivery requirements for information statements with respect to two or more stockholders sharing the same address by delivering a single information statement to those stockholders. Upon written or oral request, we will promptly deliver a separate copy to a stockholder at a shared address. Stockholders may also request that we deliver a single copy to a shared address in the future.

FINANCIAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act and files annual, quarterly and current reports and other information with the SEC. The Company’s audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024, the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026, the related notes, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations are set forth in Annex A to this Information Statement and are being delivered to stockholders together with this Information Statement.

These financial statements and the related Management’s Discussion and Analysis were taken from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 16, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 14, 2026. The Company will provide, without charge, to each person to whom this Information Statement is delivered, on the written or oral request of that person, an additional copy of those reports. Requests should be directed to the Company at 16 Balfour Street, Jerusalem, Israel 9210207, Attention: Chief Financial Officer. These reports are also available to the public on the SEC’s website at www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports and other information with the SEC. These materials are available to the public over the internet at the SEC’s website at www.sec.gov. Additional information regarding the Techlott acquisition and the issuance of the Series B Preferred Stock is contained in the Company’s reports filed with the SEC, including its Current Reports on Form 8-K.

By Order of the Board of Directors

Eldar Grady, Chairman

____________, 2026

APPENDIX A

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF TECHLOTT INC.

Pursuant to the provisions of Nevada Revised Statutes 78.385 and 78.390, Techlott Inc., a Nevada corporation (the “Corporation”), does hereby certify:

1. The Board of Directors of the Corporation has duly adopted, and the holders of a majority of the voting power of the Corporation’s outstanding stock have duly approved by written consent, an amendment to the Corporation’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock.

2. The first paragraph of the article addressing authorized capital stock is hereby amended and restated to read in its entirety as follows: “The total number of shares of capital stock the Corporation is authorized to issue is 10,000,000,000 shares of common stock, par value $0.0001 per share, and 500,000 shares of preferred stock, par value $0.0001 per share.”

3. The foregoing amendment was adopted in accordance with the Nevada Revised Statutes and the Corporation’s Bylaws and will become effective upon filing, or on such later date as set forth in this Certificate.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on ________________, 2026.

TECHLOTT INC.

Appendix B

FORM OF CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF TECHLOTT INC.

Pursuant to the provisions of Nevada Revised Statutes 78.385 and 78.390, the undersigned corporation adopts the following amendment to its Amended and Restated Articles of Incorporation, as amended:

1. The Articles are hereby amended to add the following provision: “Upon the effectiveness of this Certificate of Amendment (the “Effective Time”), each [●] shares of the Corporation’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one validly issued, fully paid and nonassessable share of common stock, without any further action by the Corporation or the holder thereof. No fractional shares shall be issued in connection with the foregoing combination, and any fractional share that would otherwise result shall be rounded up to the nearest whole share. Following the Effective Time, the total number of shares of common stock that the Corporation is authorized to issue is 250,000,000 shares of common stock, par value $0.0001 per share.”

2. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power have voted in favor of the amendment is: approximately 65.3%, by written consent in lieu of a meeting pursuant to NRS 78.320.

3. Effective date and time of filing: [●].

ANNEX A

FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS

The following financial statements and Management’s Discussion and Analysis were taken from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026.

Please note that, effective May 29, 2026, we filed an amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s name from “AppYea, Inc.” to “Techlott Inc.” (the “Name Change”). References in the discussion below to “AppYea, Inc.” should be understood to refer to Techlott Inc., and all references to “APYP” should be understood to refer to “LOTT,” our new stock symbol following the Name Change.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2025 and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2025, as compared to the fiscal year ended December 31, 2024. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates, which we discuss further below.

Use of estimates

The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of long-lived assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Financial statements in United States dollars

The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar denominated transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters” In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used.. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.647 and 3.014 as of December 31, 2024 and 2025, respectively.

Cash and Cash equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less.

Property, plant and equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at a 33% annual rates.

Other Intangible Assets

Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 years. Intellectual Properties are amortized using the straight-line method over its estimated useful economic life, as determined by the Company.

Capitalized internal-use software costs are included in intangibles assets, net in the consolidated statement of financial position. As of December 31, 2024, the Company didn’t amortize the internal-use software costs because it didn’t reach the necessary stage. During 2025, the Company reassessed the qualifying criteria for capitalizing development costs and, as a result, determined to amortize all costs that had previously been capitalized under this framework.

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Fair value of financial instruments

As defined in ASC 820 “Fair Value Measurements” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

Concentrations of credit risk

The financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Balances in various cash accounts may at times exceed insured limits. We have not experienced any losses in such accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative financial instruments). we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Convertible Debt

For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging (“ASC 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

Research and development costs

Research and development consist of costs incurred in the process of developing product improvements or new products and are expensed to the statement of operations as incurred.

General and administrative expenses

General and administrative expenses consists of all corporate overhead costs incurred by the Company.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”). ASC 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. The Company utilizes the straight-line method allocating the cost over the service period.

Income taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, “Accounting for Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company accounts for uncertain tax provisions in accordance with ASC 740. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Basic and Diluted Net Income (Loss) per Share :

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and Convertible preferred stock, using the if-converted method: In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the years ending December 31, 2024 and 2023, there were 230,598 and 258,745 shares, respectively, of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable.

Recently Issued Accounting Pronouncements

On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material effect on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements throughout the period until implementation.

Significant Events that Occurred During 2025

(i) On each of July 24 and July 30, 2025, entities controlled by Mr. Yakir Abadi and Mr. Eldar Grady, the new CEO and Chairman of the Board, who were appointed to these positions as of August 12, 2025, invested 234,000 NIS in the Company by the purchase of units comprised if i) shares of the Company’s common stock, and: 2) warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01. The per unit purchase price was $0.005, for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report).

(ii) On August 1, 2025, Mr. Asaf Porat and the Company reached an understanding that Mr. Porat’s position as the Chief Financial Officer has terminated. Mr. Porat continued to provide services to the Company through August 31, 2025. Effective August 12, 2025, Mr. Ron Mekler, who has served as a director of the Company through August 12, 205, was been appointed as Chief Financial Officer. Mr. Mekler resigned from his position as a director on the board on such date.

(iii) On August 12, 2025, the Company and the holders of outstanding convertible promissory notes in an aggregate amount of approximately $1.8 million 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 is subject to the Company raising additional operating capital. Thereafter, on December 31, 2025, the holders of outstanding convertible promissory notes of the Company in an aggregate amount of approximately $0.8 million have agreed to convert the outstanding balance of these notes into 263,411,477 shares of the Company’s Common stock (the “Conversion Shares”). In addition, the holder of convertible promissory notes of the Company in an aggregate amount $863,840 has agreed to (i) extend the maturity date of such notes by an additional two years to February 15, 2028 and (ii) to refrain from exercising the conversion of terms of such notes until the new extended maturity date. The interest on the balance of such note shall continue to accrue at per annum rate of eight percent (8%).

(iv) In consideration for its efforts in facilitating the extension of the maturity date of the Convertible Notes and the associated waivers discussed above, the Company agreed to issue to an unrelated third party consultant 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.

(v) Subject to the increase in authorized share capital of the Company, the Company and each of Mr. Abadi and Mr. Grady (the “Share Capital Increase”) agreed that each of these individuals will be issued each options to purchase 638,961,306 shares of Company common stock, exercisable for a five year period and at the per share price, in each case as set forth below:

(vi) On September 30, 2025, the Board e agreed to change the aforementioned resolution regarding the issuance of such options to Mr. Abadi and Mr. Grady, and instead, to enter into a subscription agreement for an identical number of shares of the company’s common stocks at a per share purchase price of $0.0001. see Item (xi) below. 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.

Each of YA and EG received anti dilution protection. Such anti-dilution protection is intended to ensure that each of YA and EG maintains ownership of 17.5% of the Company’s fully diluted share capital, 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.

(vii) On September 4, 2025, the Company accepted subscriptions for $550,000 from five qualified investors in consideration of the issuance, in the aggregate, of 45,333,333 shares of the Company’s common stock and warrants to purchase an additional 12,750,000 shares of common stock, exercisable for a period not exceeding 12 months and at per share exercise prices between $0.015 and $0.02.

(viii) On October 8, 2025, the Company accepted subscriptions for $50,000 from a qualified investor in consideration of the issuance, in the aggregate, of 2,000,000 shares of the Company’s common stock at per share prices between $0.019.

(ix) On November 26, 2025, the Company filed a certificate of designation (the “B Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B Preferred Stock. The total number of authorized shares of the Series B Preferred Stock is 100,000 shares.

On December 31 2025, an amendment was filed with the State of Nevada to the B Certificate of Designation providing that that each Series B Preferred Shares will automatically convert into 25,000 shares of Common Stock (the “Series B Mandatory Conversion”) upon the effectiveness of the Authorized Increase in Shares of Common Stock. On April 13, 2026, a further amendment was filed to correct a clerical error and providing that at the Series B Mandatory Conversion each Series B Preferred Share will convert into 50,000 shares of Common Stock.

(x) On December 29, 2025, the Company and its CFO, Ron Mekler, entered into a subscription agreement for the purchase by Mr. Mekler of 12,500,000 shares at a per unit purchase price of $0.018. RM also received warrant to purchase 12,500,000 shares of common stocks at an exercise price of $0.022. under the Subscription Agreement, RM is 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 RM so that his 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.

Mr. Mekler received anti dilution protection. Such anti-dilution protection is intended to ensure that RM maintains ownership of 2% of the Company’s fully diluted share capital, 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.

(xi) On December 31, 2025, AppYea completed its acquisition of its previously announced agreement with Techlott to purchase the Techlott Technology. Pursuant to the terms of the Purchase Agreement, the aggregate consideration to be paid by the Company (the “Consideration Shares”) of the Company’s Common Stock, representing 35% of the Company’s issued and outstanding capital on a fully diluted basis. However, pending the increase in the number of the authorized shares of the Company’s Common Stock (the “Authorized Common Stock Share Increase”), the Company issued to Techlott 35,684 shares of the newly created preferred stock, par value $0.0001 per share (the “Series B Preferred”), which by their terms automatically convert into the Consideration Shares upon the effectiveness of the Authorized Common Stock Share Increase.

Techlott received anti dilution protection. Such anti-dilution protection is intended to ensure that Techlott maintains ownership of 35% of the Company’s fully diluted share capital, provided that such anti-dilution protection shall be afforded for up to $10 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.

(xii) On January 27, 2026, we 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.

Key Financial Terms and Metrics

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.

Revenues

We have generated insignificant revenues from product sales to date.

Research and Development Expenses

The process of researching and developing our product candidates is lengthy, unpredictable, and subject to many risks. We expect to continue incurring substantial expenses for the next several years as we continue to develop our product candidates. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development of our devices will consume a large proportion of our current, as well as projected, resources.

Our research and development costs include costs are comprised of:

● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

● fees paid to external parties who provide us with contract services, such as programing, preclinical testing, manufacturing and related testing and clinical trial activities.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.

Financial Expenses

Financial expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank’s fees and interest on long term loans. Financial income derives mainly from change in derivative value of convertible loans.

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024.

Our financial results for the year ended December 31, 2024 are summarized as follows in comparison to the year ended December 31, 2023:

Revenues. Revenues for the twelve months ended December 31, 2025 and 2024 were $7,625 and $29,000 respectively. All revenues were attributable to sales of our appnea devices.

Research and Development Expenses , Research and development expenses decreased from $339,000 for the year ended December 31, 2024 to $240,000 for the twelve months ended December 31, 2025. The decrease is primarily attributable to reduced development activities associated with certain of the Company’s products.

General and Administrative Expenses . General and administrative expenses increased from $1,114,000 for the year ended December 31, 2024 to $16,689,000 for the twelve months ended December 31, 2025. The increase in expenses is primarily attribute able to remeasurement of approximately $15.7 million in the fair value of contingent liability components and anti-dilution features related to the issuance of shares to controlling shareholders.

Loss. Loss for the twelve months ended December 31, 2025 and 2024, was $15,097,000 and $4,032,000 respectively and is primarily attributable to remeasurement of approximately $9 million in the fair value of contingent liability components and anti-dilution features related to the issuance of shares to controlling shareholders and to Change in fair value of convertible loans..

Liquidity and Capital Resources

From inception, we have funded our operations from a combination of loans and sales of equity.

As of December 31, 2025, we had a total of $408,000 in cash resources and approximately $8,799,000 of liabilities, $795,000 of which are current liabilities.

AppYea has experienced operating losses since its inception and had a total accumulated deficit of $25,455,000 as of December 31, 2025. We expect to incur additional costs and require additional capital. We have incurred losses in nearly every year since inception. These losses have resulted in significant cash used in operations. During the years ended December 31 2025 and 2024, our cash used in operations was approximately $606,000 and $785,000, respectively. We need to invest in marketing of our products, as we continue to conduct these activities, we expect the cash needed to fund operations to increase significantly over the next several years.

The following table provides a summary of operating, investing, and financing cash flows for the period ended December 31, 2024 and 2023 respectively:

Between December 2024 and December 2025, we raised an aggregate of $260,000 from private placement of shares of our common stock at a per share price of $0.01 and the issuance of warrants, exercisable for a two year period from the date of issuance for an identical number of shares at a per share exercise price of $0.04, and additional $124,000 from exercise of outstanding warrants at an exercise price of $0.0066 per share, which was reduced from $0.04 if exercised within a specified shorter duration. In respect of the raise the investors are entitled to an aggregate 26,000,000 shares of our common stock and identical number of warrants, of which 13,500,000 have already been issued. The subscription proceeds are being used to complete the IOS design and development of our biofeedback snoring treatment wristband (AppySleep product) as well as general corporate matters. More recently, we raised in July 2025 through entities controlled by Mr. Yakir Abadi and Mr. Eldad Grady, the new CEO and Chairman of the Board, respectively, appointed as of August 12, 2025, invested 234,000 NIS in the Company by the purchase of units comprised of; 1) Shares of the Company’s common stock at a par value of $0.0001 per share, and: 2) Warrants to purchase two (2) additional shares of common stocks exercisable through the second anniversary of the issuance of such options, at a per share exercise price of $0.01, at a per unit purchase price of $0.005 for a total purchase price of 234,000 NIS (approximately $69,200 as of the date of this report). Each of them received 7,000,000 of Company’s shares of common stock.

On September 4, 2025, the Company accepted subscriptions for $550,000 from five qualified investors in consideration of the issuance, in the aggregate, of 45,333,333 shares of the Company’s common stock and warrants to purchase an additional 12,750,000 shares of common stock, exercisable for a period not exceeding 12 months and at per share exercise prices between $0.015 and $0.02.

On October 8, 2025, the Company accepted subscriptions for $50,000 from a qualified investor in consideration of the issuance, in the aggregate, of 2,000,000 shares of the Company’s common stock prices between $0.019.

As of January 27, 2026, we 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.

On December 31, 2025, the holders of outstanding convertible promissory notes of the Company in an aggregate amount of approximately $0.8 million have agreed to convert the outstanding balance of these notes into 263,411,477 shares of the Company’s Common stock (the “Conversion Shares”). In addition, the holder of convertible promissory notes of the Company in an aggregate amount $863,840 has agreed to (i) extend the maturity date of such notes by an additional two years to February 15, 2028 and (ii) to refrain from exercising the conversion of terms of such notes until the new extended maturity date. The interest on the balance of such note shall continue to accrue at per annum rate of eight percent (8%).

Management believes that funds on hand, will enable us to fund our operations and capital expenditure requirements through December 2026. We need to raise additional operating capital in order to maintain operations as presently conducted and to realize our business plan beyond such date.

Our accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these consolidated financial statements. However, the Company has incurred substantial losses. Our current liabilities exceed our current assets and available cash is not sufficient to fund the expected future operations. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain.

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Going Concern

For the year ended December 31, 2025, and as of the date of this report, we assessed our financial condition and concluded that based on our current and projected cash resources and commitments, as well as other factors mentioned above, there is a substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We have accumulated deficit of $25,455,000 and a working capital deficit of $224,000 on December 31 2025, as well as negative operating cash flows. Our report from our independent registered public accounting firm for the year ended December 31, 2025, includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Smaller Reporting Company Status

Currently, we qualify as a smaller reporting company.

As a smaller reporting company, we are eligible and have taken advantage of certain exemptions from various reporting requirements that are not available to public reporting companies that do not qualify for this classification, including, but not limited to:

● An opportunity for reduced disclosure obligations regarding executive compensation in our periodic and annual reports, including without limitation exemption from the requirement to provide a compensation discussion and analysis describing compensation practices and procedures,

● An opportunity for reduced financial statement disclosure in registration statements and in annual reports on Form 10-K, which only requires two years of audited financial statements rather than the three years of audited financial statements that are required for other public companies,

● An opportunity for reduced audit and other compliance expenses as we are not subject to the requirement to obtain an auditor’s report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, and

● An opportunity to utilize the non-accelerated filer time-line requirements beginning with our annual report for the year ending December 31, 2024 and quarterly filings thereafter.

For as long as we continue to be a smaller reporting company, we expect that we will take advantage of both the reduced internal control audit requirements and the disclosure obligations available to us as a result of this classification.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Appyea Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Appyea Inc. and its subsidiary (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “Financial Statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021

/s/ Barzily & Co., CPAs

BARZILY AND CO., CPA’s

Jerusalem, Israel ,

April 16, 2026

APPYEA INC.

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands)

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

(U.S. dollars in thousands)

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIENCY

(U.S. dollars in thousands)

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

The accompanying notes are an integral part of the financial statements.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The financial statements are presented on a going-concern basis. To date, the Company has not generated any significant revenues, suffered recurring losses from operations, incurred negative cash flows from operating activities, and is dependent upon external sources for financing its operations. As of December 31, 2025 and December 31, 2024 the Company had an accumulated deficit of $ 25,455,000 and $ 10,358,000 , accordingly. In 2025, the Company recognized an intangible asset in the amount of $ 21,101,317 in connection with the issuance of shares of TechLott Ltd. valued at $ 18,739,546 . As a result of this transaction, the Company recorded an increase in shareholders’ equity at the end of 2025 in the same amount, resulting in a total shareholders’ equity surplus of $ 12,935,000 .

The accumulated deficit raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of its product candidates or may be required to implement cost reduction measures and may be required to delay part of its development programs.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

The financial statements do not include any adjustments for the values of assets and liabilities and their classification that may be necessary in the event that the Company is no longer able to continue its operations as a “going concern”.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

The significant policies in the preparation of the consolidated financial statements are:

These consolidated financial statements of the Company have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.

These consolidated financial statements incorporate the financial statements of the Company and its wholly controlled subsidiaries. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. These consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

The accompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Significant estimates include the ability to continue as a going concern, the recoverability of long-lived assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. See note 8 regarding the Convertible Loans and Warrants estimations.

The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The Company’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar denominated transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters” In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.19 and 3.647 as of December 31, 2025 and 2024, respectively.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

Cash equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less.

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:

SCHEDULE OF DEPRECIATION RATES CALCULATED OVER ESTIMATED USEFUL LIVES OF ASSETS

Identifiable intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 years.

Techlott’s Intellectual Propertie is amortized using the straight-line method over its estimated useful economic life, as determined by the Company as a 10 years period.

Capitalized internal-use software costs are included in intangibles assets, net in the consolidated statement of financial position. As of December 31, 2024, the Company didn’t amortize the internal-use software costs because it didn’t reach the necessary stage. During 2025, the Company reassessed the qualifying criteria for capitalizing development costs and, as a result, determined to amortize all costs that had previously been capitalized under this framework.

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

As defined in ASC 820, “Fair Value Measurements” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three broad levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

The financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Balances in various cash accounts may at times exceed insured limits. The Company have not experienced any losses in such accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative financial instruments). The Company believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

The Company have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging (“ASC 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

The Company recognizes revenue under ASC 606, Revenue Recognition at the amount to which it expects to be entitled when control of the products or services is transferred to its customers.

The Company determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, a performance obligation is satisfied.

Our contracts are typically governed by a customer purchase order. The contract generally specifies the delivery of what constitutes a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine the separate units of accounting, whether the items have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers.

As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration The Company expects to receive in exchange for transferring goods or providing services. The Company do not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

A contract liability is recognized as deferred revenue when we invoice customers, or receive customer cash payments, in advance of satisfying the related performance obligation(s) under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.

The Company have one main revenue stream: wristband sales, with the AppySleep App. For this revenue stream, our performance obligations are satisfied at a point in time, and therefore, revenue is recognized at point in time when a customer takes control of the good or asset created by the service. Factors that may indicate transfer of control are when The Company have the right to receive payment for the good or service, when the legal title of the asset has been transferred, physical possession of the asset has been transferred, the customer obtains the significant risks and rewards of ownership of the asset, and the customer accepts the asset. For customers, control is transferred upon delivery.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

The Company leverage drop-ship shipments with our partners and suppliers to deliver wristbands to our customers without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. The Company recognize revenue for drop-ship arrangements on a gross basis as the principal in the transaction when the product is received by the customer because we control the product prior to transfer to the customer. We also assume primary responsibility for the fulfillment in the arrangement, we assume inventory risk if something were to happen to the hardware during shipping, we set the price of the product charged to the customer.

The Company intends to recognize record reductions to Products net sales related to future product returns, price protection and other customer incentive programs based on the Company’s expectations and historical experience.

Research and development consist of costs incurred in the process of developing product improvements or new products and are expensed to the statement of operations as incurred.

General and administrative expenses consist of all corporate overhead costs incurred by the Company.

The Company accounts for stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”). ASC 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. The Company utilizes the straight-line method allocating the cost over the service period.

The Company measures and recognizes compensation expense for all share-based payment awards made to employees, directors, and non-employees, including Restricted Stock Awards (“RSAs”), Restricted Stock Units (“RSUs”), and performance-based stock units (“PSUs”), based on their estimated grant date fair value.

Measurement and Recognition

Service-Based Awards: For awards with only service-based vesting conditions (time-based vesting), the fair value is determined based on the closing price of the Company’s common stock on the date of grant. The compensation expense is recognized on a straight-line basis over the requisite service period (the vesting period).

Performance-Based Awards: For awards that vest based on the achievement of specific performance targets (e.g., revenue goals, EBITDA, or clinical milestones), compensation expense is recognized only if it is probable that the performance condition will be achieved. The Company evaluates the probability of achievement each reporting period and adjusts the cumulative compensation expense as necessary.

Market-Based Awards: (Optional, use if applicable) For awards with market-based conditions (e.g., stock price targets), the fair value is estimated using a Monte Carlo simulation model on the grant date and is recognized regardless of whether the market condition is ultimately satisfied, provided the service period is completed.

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company accounts for uncertain tax provisions in accordance with ASC 740. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

The Company computes net loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and Convertible preferred stock, using the if-converted method: In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the years ending December 31, 2025 and 2024, there were 230,598 shares, of convertible Series A preferred stock, and 35,684 shares, of convertible Series B preferred stock, outstanding and conversion privileges attached to convertible promissory notes payable.

The Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure requirements.

For transactions classified as asset acquisitions under ASC 805-50, the Company:

On January 1, 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires all public entities to provide enhanced disclosures about significant segment expenses. The amendments in this ASU are to be applied retrospectively. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, cash flow and disclosures. The adoption of ASU 2023-07 did not have a material effect on its consolidated financial statements.

NOTE 3 - Asset Acquisition

On August 20, 2025 the Company entered into an agreement with Techlott Enterprises Ltd. (“Techlott”), a Cypriot company, for the purchase (the “Techlott Purchase Agreement”) of proprietary blockchain-based decentralized lottery ecosystem leveraging smart contracts, verifiable randomness, and advanced infrastructure to deliver transparent, secure, and scalable lottery experiences (the “Technology”) and the underlying intellectual property (the “Technology”) for consideration consisting of shares of the Company’s common stock par value $ 0.0001 per share (the “Common Stock”).

The agreement with Techlott represents a strategic business pivot for the Company by focusing it on the rapidly growing institutional lottery market, providing a complete, production-ready technology package engineered for enterprise deployments. The Techlott platform is a decentralized randomness and verification architecture engineered for regulated, outcome-driven markets. The system enables provable fairness, real-time auditability, and independent verification–addressing long-standing transparency limitations in legacy gaming and compliance-sensitive systems.

Under the terms of the Intellectual Property Purchase Agreement dated as of August 20, 2025 entered into between the Company and Techlott (the “Purchase Agreement”) the Company agreed to purchase all rights, title and interest in the Techlott Technology (the Techlott IP) in consideration of the issuance to Techlott of the Company’s Common Stock representing 35 % of the issued and outstanding Company share capital on a fully diluted basis.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

In connection with the above transactions, Techlott and Bary Molchadsky, a Company director and the then holder of a majority of the outstanding voting share capital of the Company, entered into a Shareholders Agreement as of such date pursuant to which Techlott is entitled to designate two (2)of the five directors of the Company’s Board of Directors at the closing of the purchase of the Technology under the IP Purchase Agreement. Techlott’s right to designate the Board directors continues so long as it holds at least 20% of the Company’s outstanding capital.

Additionally, under the Shareholders Agreement the Techlott designated directors have effective veto rights over certain Company actions, including any changes to the Company’s business, issuance of new equity securities and any mergers and acquisitions. At the closing of the Technology purchase, Mr. Mark Katzenelson, the president of Techlott, will be appointed as President of the Company and Ben Harris, the CTO of Techlott, will be appointed as CTO of the Company. Techlott was also granted under the Shareholders Agreement anti-dilution protection for the Techlott Company Shares for any Company capital raise that the Company may raise up to $ 10 million. Techlott was granted piggy back registration rights for its Techlott Company Shares. Such anti-dilution protection shall remain in effect without any time limitations.

Mr. Mark Katzenelson, the president of Techlott, was appointed as President of the Company and Mr. Ben Harris, the CTO of Techlott, was appointed as CTO of the Company. Each of Mr. Katzenelson and Mr. Harris were also appointed to the Company’s board of directors (the “Company Board”).

The intellectual Property purchased by the Company from Techlott was measured by the fair value of the consideration of shares that was granted to Techlott upon closing date. The fair value was calculated as the quoted market price multiplied by the number of shares issued, adjusted for the DLOM to account for the extended restriction period and the absence of immediate marketability.

Shares granted to Techlott upon closing date:

SCHEDULE OF SHARES GRANTED ON AGREEMENT

The fair value was classified as level 3 within the fair value hierarchy.

NOTE 4 - CHANGE IN CONTROL

In connection with the acquisition of the intangible asset described in Note 3, On August 14, 2025, the Company appointed two additional members to its leadership team. Mr.Yakir Abadi as Chief Executive Officer (CEO), and Mr. Eldar Edmond Grady as Chairman of the Board.

Mr. Boris Molchadsky, the former Chief Executive Officer, resigned from his position and was appointed as a director of the Company.

On August 12, 2025, Mr. Asaf Porat, the former Chief Financial Officer, notified the Company of his resignation, and Mr. Ron Mekler, previously a director of the Company, was appointed as the Company Chief Financial Officer (CFO).

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

On September 30, 2025, the Board approved a modification of the aforementioned arrangements, replacing the prior agreement for the grant of options with the revised terms as described herein. Under the revised terms, the Company entered into subscription agreements with Mr. Abadi and Mr. Grady for an identical number of shares of the Company’s common stock at a purchase price of $ 0.0001 per share. The revised arrangements retain the same contingent conditions described above. The shares issued under the revised terms represent, in the aggregate, 35 % of the Company’s fully diluted share capital, consistent with the ownership percentage held by Techlott.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

SCHEDULE OF FAIR VALUE OF CONTINGENT SHARE

The fair value was classified as level 3 within the fair value hierarchy.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

As of December 31, 2025, the fair value of the Techlott shares amounted to:

As of December 31, 2025, the related anti-dilution derivative liabilities amounted to:

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 - OTHER ACCOUNTS RECEIVABLES

SCHEDULE OF OTHER ACCOUNTS RECEIVABLE

NOTE 6 - INTANGIBLE ASSET

The payment terms for the license agreement are 3 % of the gross profit arising from the sale of the products based on the licensed IP and up to an aggregate amount of $ 2,000,000 . As part of the agreement, SleepX has issued to the related party shares equivalent to 40 % of SleepX, after dilution.

This IP asset is valued in the financial statements at the cost that Licensor paid to acquire the IP. As of December 31, 2025, the Company has not generated significant revenues and accordingly no royalties were paid.

SCHEDULE OF INTANGIBLE ASSET

For both years ended December 31, 2025 and 2024 the amortization expenses amounted to $ 17,455 , $ 23,285 , respectively.

As of December 31, 2024, total of $ 173,446 of R&D software expenses that were used to develop the AppySleep product were capitalized.

In 2025, the Company’s management resolved to discontinue the capitalization of development expenses due to uncertainty regarding the Company’s ability to generate sufficient future revenues. Accordingly, in 2025 the Company recorded a write-off of a development asset in the amount of $ 174,280 .

NOTE 7 - OTHER ACCOUNTS PAYABLE AND RELATED PARTY PAYABLES

SCHEDULE OF OTHER ACCOUNTS PAYABLE AND RELATED PARTY PAYABLES

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 8 - RELATED PARTY BALANCES AND TRANSACTIONS

During 2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623 . According to the agreement, the loan shall be repaid in an event that the Company’s profits are sufficient to repay the aggregate loan amount and upon such terms and in such installments as shall be determined by the Board. The loan shall bear interest at an annual rate equal to the minimum rate approved by applicable law in Israel ( 5.02 %).

During 2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS 115,725 ($ 36,277 ). The loan does not carry any interest expense and the repayment terms have yet to be determined.

SCHEDULE OF BALANCE WITH RELATED PARTIES

SCHEDULE OF TRANSACTION WITH RELATED PARTIES

All of the five board members in the Company do not receive cash compensation for their directorship roles. Company’s Bylaws provide that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of the State of Nevada. See notes 9 and 10 regarding salaries agreements.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 9 - CONVERTIBLE LOANS AND WARRANTS

A. The following table summarizes fair value measurements by level as of December 31, 2025 and, 2024 measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE RECURRING BASIS

B. The Convertible Loans at fair values changes consist of the following as of and December 31, 2025 and 2024:

SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE CHANGES

SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED

Convertible loans

During the years 2017-2021, the Company entered into convertible loan agreement (“CLA”) contracts with several investors as detailed below.

CLA 1 (Issued by the company During March 2019 - January 2021)

The CLA is convertible into shares of the Company’s Common Stock at a per share price equal to the lesser of (i) $0.04, and (ii) the variable conversion price, which is defined as 65% of the lowest daily Volume Weighted Average Price (‘VWAP’) in the twenty (20) Trading Days prior to the Conversion Date. The Note has 8 % annual interest rate.

On December 26, 2025, the Company and the holder of the CLA 1which is due to payment in an aggregate amount of $ 863,840 has agreed to (i) extend the maturity date of such notes by an additional two years to February 15, 2028 and (ii) to refrain from exercising the conversion of terms of such notes until the new extended maturity date. The interest on the balance of such note shall continue to accrue at per annum rate of eight percent ( 8 %). (iii) settle the new conversion price as 65% of the lowest daily Volume Weighted Average Price (‘VWAP’) in the twenty (20) Trading Days prior to the Conversion Date, with a floor of $0.01.

CLA 2 (Issued by the Company at the year of 2021)

During the third quarter of 2023 a group of unaffiliated investors and entities (collectively, the “Purchasers’) purchased outstanding convertible promissory notes issued by the Company, in principal value of $ 768,000 bearing 8 % annual interest rate. On December 31, 2024, the Purchasers and the company agreed to amend again the terms of the notes to extend the maturity date of each note to March 31, 2026 , and to amend the conversion price thereof to $ 0.0033 , and conversion restriction expired.

APPYEA INC.

NOTES TO THE FINANCIAL STATEMENTS

On December 26, 2025 all holders of CLA 2, in an aggregate amount of approximately $ 0.8 million have agreed to convert the outstanding balance of these notes into 263,411,477 shares of the Company’s Common stock (the “Conversion Shares”).

NOTE 10 - COMMITMENT AND CONTINGENCIES

SCHEDULE OF LICENSE ANNUAL PAYMENTS

In addition to the payment terms mentioned above, SleepX will reimburse the Licensors for all incurred in the filling, prosecution and maintenance of the licensor’s patents prior to the effective date. The amount of such expenses was $ 74,850 which was paid and are included in the financial statements.

NOTE 11 - EMPLOYEE BENEFITS

For details on directors and related parties benefits see note 4.

NOTE 12 - STOCK BASED COMPENSATION

The table below depicts the number of options granted to consultants and employees:

SCHEDULE OF NUMBER OF OPTIONS