Form NT 10-Q APPYEA, INC For: Mar 31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):

 

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K

☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For

 

Period Ended: March 31, 2026

 

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

APPYEA, INC.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

6 Balfour St,

Address of Principal Executive Office (Street and Number)

 

Jerusalem, Israel

City, State and Zip Code

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b), the following should be completed. (Check box if appropriate)

 

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(C)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant could not complete the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 within the prescribed time period due to the delay in obtaining and compiling information required to be included in the Company’s Form 10-Q, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, Registrant will file its Quarterly Report on Form 10-Q no later than the fifth calendar day following the prescribed due date.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

	Ron Mekler		800		674-3561
	(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

 

☒ Yes ☐ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

 

☒ Yes ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company anticipates a significant change in its results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting the Company’s December 31, 2025 acquisition of the Techlott Lottery Solutions assets and its resulting transition into the blockchain-based lottery industry. The Company’s operating results for the quarter will reflect, among other things, amortization of intangible assets acquired in the Techlott transaction and increased general and administrative expenses associated with the expansion of the Company’s management team and operations during late 2025 and early 2026. The Company expects its net loss for the three months ended March 31, 2026 to be materially greater than its net loss for the three months ended March 31, 2025. The Company is unable to provide a reasonable quantitative estimate of the anticipated change at this time because its financial statements for the quarter, including purchase accounting for the Techlott transaction, are still being finalized.

 

 

APPYEA, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 15, 2026	By:	/s/ Ron Mekler
		Ron Mekler
	Title:	Chief Financial Officer

 

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