United States securities and exchange commission logo
July 26, 2022
Asaf Porat
Chief Financial Officer
AppYea, Inc.
16 Natan Alterman St.
Gan Yavne, Israel
Re: AppYea, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 12, 2022
File No. 333-264834
Dear Mr. Porat:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
6, 2022 letter.
Amendment No. 1 to Form S-1 filed July 7, 2022
Cover Page
1. We note your response
to our prior comment 1. The first sentence of your cover page now
discloses the exercise
price of your warrants but that the per share price will
be determined upon
effectiveness. However, in the fourth paragraph, as elsewhere, you
disclose that the
offering price for all shares offered, including in the primary offering,
will be fixed at $0.18
per share. Please correct this discrepancy. Further, please revise to
explain the method for
determining the share price. Refer to Item 501(b)(3) of
Regulation S-K.
Asaf Porat
FirstName LastNameAsaf Porat
AppYea, Inc.
Comapany
July NameAppYea, Inc.
26, 2022
July 26,
Page 2 2022 Page 2
FirstName LastName
2. We note your response to prior comment 2. Please disclose elsewhere in
the prospectus
that the primary and secondary offerings will run concurrently, for
example in the Plan of
Distribution section.
Explanatory Note, page 5
3. We note your response to our prior comment 13 and that you have
updated the number of
shares being offered by selling shareholders. Please revise the number
of secondary shares
that appears in your Explanatory Note, which appears to be incorrect.
Use of Proceeds, page 29
4. We are unable to reconcile your use of proceeds at varying levels
(i.e., 25%, 50%, 75%)
based on the information provided. Please revise to disclose the
amount of estimated
offering expenses and debt repayment under each scenario and ensure
that the total use of
proceeds including such amounts does not exceed the estimated net
proceeds as is the case
with your current disclosure.
5. We note your response to prior comment 8 and reissue in part. Please
add disclosure to the
Use of Proceeds section regarding the interest rate and maturity date
of the debt you
intend to repay to Leonite Capital with the proceeds of this offering.
Further, please
disclose the use of the proceeds from the indebtedness. Refer to
Instruction 4 to Item 504
of Regulation S-K. Additionally, revise your filing throughout to
disclose that you may
receive proceeds from the Selling Shareholders' exercise of their
warrants.
Dilution, page 30
6. We note your response to prior comment 8 and reissue in part. Please
revise the Dilution
section to include discussion of your plans if substantially less than
the maximum
proceeds are obtained.
Business
Manufacturing, page 43
7. We note your response to prior comment 9 and reissue in part. Please
reconcile the
discrepancy between your disclosure on page 41 that your products are
manufactured according to proprietary specifications and your
disclosure here that the
components of the wristband are considered off the shelf products.
Financial Statements
Note 8. Convertible Loans and Warrants, page F-14
8. You disclose that in connection with the issuance of convertible
notes, the company
received $250,000 and $110,000 from two investors during the year
ended December 31,
2021. Tell us how this is reflected in your Consolidated Statements of
Cash Flows.
Asaf Porat
FirstName LastNameAsaf Porat
AppYea, Inc.
Comapany
July NameAppYea, Inc.
26, 2022
July 26,
Page 3 2022 Page 3
FirstName LastName
Exhibits
9. The Consent of Independent Registered Public Accounting Firm refers to
an audit opinion
date of July 8, 2022 while the audit opinion is dated May 5, 2022.
Please revise.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Lauren Pierce,
Staff Attorney, at
(202) 551-3887 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology