UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
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(Exact name of registrant as specified in its charter)
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(Former name or former address, if changed since last report.) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Convertible Notes and Warrants
On January 24, 2023, we entered into a Securities Purchase Agreement for the sale of convertible notes in the aggregate principal amount of $388,888, and warrants to acquire 61,847 shares of our common stock at an exercise price of $5.64 per share, to two investors. The Notes contained an original issue discount of 10%, and thus the proceeds to us was $350,000. The Notes do not bear interest unless we are in default, have a maturity date of October 24, 2023, and all amounts are payable on the maturity date. The Notes are convertible into our common stock at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.
Effective October 31, 2023, we entered into a First Amendment to each of the convertible notes, extending the Maturity Dates to April 23, 2024 and April 24, 2024 and increasing the original issue discount to 20%.
On May 3, 2024 and May 6, 2024, we received executed copies of a Second Amendment to each of the convertible notes, extending the Maturity Dates to June 25, 2026, and agreed to make monthly amortized payments.
Section 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Change in Registrant’s Certifying Accountant.
Effective May 8, 2024, we dismissed BF Borgers CPA PC (“BF Borgers”) as our independent registered public accounting firm. Also on May 8, 2024, we engaged Bush & Associates CPA LLC (“Bush”) as BF Borgers’ replacement. The decision to change independent registered public accounting firms was made with the recommendation and approval of our Audit Committee.
BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022 (the “Audit Period”) did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. The reports of BF Borgers did include an explanatory paragraph as to our ability to continue as a going concern. During the Audit Period, and through May 8, 2024, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants, would have caused it to make reference to the subject matter of the disagreements in connection with its report, and there were no reportable events as described in Item 304(a)(1)(iv) of Regulation S-K.
During the Audit Period, and through May 8, 2024, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, we may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
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10.1 |
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10.2 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Healthy Extracts Inc. |
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Dated: May 10, 2024 | /s/ Kevin “Duke” Pitts |
| By:Kevin “Duke” Pitts |
| Its:President |
4
SECOND AMENDMENT TO
10% OID PROMISSORY NOTE
This Second Amendment to the 10% OID Promissory Note (this “Amendment”) is entered into on April 23rd, 2024 (the “Execution Date”) and effective as of April 24, 2024 (the “Effective Date”) by and between Healthy Extracts, Inc., a Nevada corporation (the “Borrower”), and Sixth Borough Capital Fund, LP (the “Holder”) (individually a “Party,” and collectively the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Securities Purchase Agreement dated as of January 24, 2023 (the “Agreement”);
WHEREAS, the Borrower executed a 10% OID Promissory Note in favor of Holder in the original principal amount of $111,111 and an Original Issue Date of January 24, 2023, pursuant to the Agreement (the “Note”);
WHEREAS, the Parties entered into a First Amendment to the Note on October 31, 2023 (the “First Note Amendment”), extending the Maturity Date to April 24, 2024 and increasing the Original Issue Discount from $11,111 to $22,222;
WHEREAS, capitalized terms not defined in this Amendment shall have the meaning assigned to them in the Agreement, Note, First Note Amendment, or other documents executed in connection therewith; and
WHEREAS, the Parties desire to amend the Note as set forth herein.
NOW THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follow:
AGREEMENT
1.Effective as of the Effective Date, the Maturity Date (as defined the Note) is hereby extended from April 24, 2024 to June 25, 2026 (the “Maturity Date Extension”).
2.As consideration for the Maturity Date Extension, effective as of and beginning on the Effective Date, the Borrower will make amortized monthly payments of principal and interest to Holder in the amount set forth in the Payment Plan attached hereto as Exhibit A.
3.In the event Borrower raises a minimum of $100,000 in an equity capital raise, it will pay a minimum of twenty percent (20%) of the amount above $100,000 to Holder as a principal reduction. Borrower is working to uplist to a recognized stock exchange and will use its best efforts to shorten the timing of payback of the outstanding principal.
Page 1 of 3
4.Except as set forth in this Amendment, the terms and conditions of the Note shall remain in full force and effect.
[remainder of page intentionally left blank; signature page to follow]
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the Execution Date.
“Borrower” |
| “Holder” | ||
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Healthy Extracts, Inc. |
| Sixth Borough Capital Fund, LP | ||
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/s/ Kevin “Duke” Pitts |
| /s/ Robert D. Keyser, Jr | ||
By: | Kevin “Duke” Pitts |
| By: | Robert D. Keyser, Jr |
Its: | President |
| Its: | President |
Page 3 of 3
Exhibit A
Payment Plan
No. | Payment Date | Beginning Balance | Total Payment | Principal | Interest | Ending Balance |
1 | 4/1/2024 | $122,222.00 | $4,657.62 | $3,129.85 | $1,527.77 | $119,092.15 |
2 | 5/1/2024 | $119,092.15 | $4,657.62 | $3,168.97 | $1,488.65 | $115,923.18 |
3 | 6/1/2024 | $115,923.18 | $4,657.62 | $3,208.58 | $1,449.04 | $112,714.60 |
4 | 7/1/2024 | $112,714.60 | $4,657.62 | $3,248.69 | $1,408.93 | $109,465.91 |
5 | 8/1/2024 | $109,465.91 | $4,657.62 | $3,289.30 | $1,368.32 | $106,176.61 |
6 | 9/1/2024 | $106,176.61 | $4,657.62 | $3,330.42 | $1,327.20 | $102,846.19 |
7 | 10/1/2024 | $102,846.19 | $4,657.62 | $3,372.05 | $1,285.57 | $99,474.14 |
8 | 11/1/2024 | $99,474.14 | $4,657.62 | $3,414.20 | $1,243.42 | $96,059.94 |
9 | 12/1/2024 | $96,059.94 | $4,657.62 | $3,456.88 | $1,200.74 | $92,603.06 |
10 | 1/1/2025 | $92,603.06 | $4,657.62 | $3,500.09 | $1,157.53 | $89,102.97 |
11 | 2/1/2025 | $89,102.97 | $4,657.62 | $3,543.84 | $1,113.78 | $85,559.13 |
12 | 3/1/2025 | $85,559.13 | $4,657.62 | $3,588.14 | $1,069.48 | $81,970.99 |
13 | 4/1/2025 | $81,970.99 | $4,657.62 | $3,632.99 | $1,024.63 | $78,338.00 |
14 | 5/1/2025 | $78,338.00 | $4,657.62 | $3,678.40 | $979.22 | $74,659.60 |
15 | 6/1/2025 | $74,659.60 | $6,757.62 | $5,824.38 | $933.24 | $68,835.22 |
16 | 7/1/2025 | $68,835.22 | $6,757.62 | $5,897.18 | $860.44 | $62,938.04 |
17 | 8/1/2025 | $62,938.04 | $6,757.62 | $5,970.90 | $786.72 | $56,967.14 |
18 | 9/1/2025 | $56,967.14 | $6,757.62 | $6,045.53 | $712.09 | $50,921.61 |
19 | 10/1/2025 | $50,921.61 | $6,757.62 | $6,121.10 | $636.52 | $44,800.51 |
20 | 11/1/2025 | $44,800.51 | $6,757.62 | $6,197.62 | $560.00 | $38,602.89 |
21 | 12/1/2025 | $38,602.89 | $6,757.62 | $6,275.09 | $482.53 | $32,327.80 |
22 | 1/1/2026 | $32,327.80 | $6,757.62 | $6,353.53 | $404.09 | $25,974.27 |
23 | 2/1/2026 | $25,974.27 | $6,757.62 | $6,432.95 | $324.67 | $19,541.32 |
24 | 3/1/2026 | $19,541.32 | $6,757.62 | $6,513.36 | $244.26 | $13,027.96 |
25 | 4/1/2026 | $13,027.96 | $6,757.62 | $6,594.77 | $162.85 | $6,433.19 |
26 | 5/1/2026 | $6,433.19 | $6,513.62 | $6,433.19 | $80.43 | $- |
SECOND AMENDMENT TO
10% OID PROMISSORY NOTE
This Second Amendment to the 10% OID Promissory Note (this “Amendment”) is entered into on May 3, 2024 (the “Execution Date”) and effective as of April 24, 2024 (the “Effective Date”) by and between Healthy Extracts, Inc., a Nevada corporation (the “Borrower”), and Walleye Opportunities Master Fund, Ltd (the “Holder”) (individually a “Party,” and collectively the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Securities Purchase Agreement dated as of January 24, 2023 (the “Agreement”);
WHEREAS, the Borrower executed a 10% OID Promissory Note in favor of Holder in the original principal amount of $277,778 and an Original Issue Date of January 24, 2023, pursuant to the Agreement (the “Note”);
WHEREAS, the Parties entered into a First Amendment to the Note on October 31, 2023 (the “First Note Amendment”), extending the Maturity Date to April 24, 2024 and increasing the Original Issue Discount from $27,778 to $55,555;
WHEREAS, capitalized terms not defined in this Amendment shall have the meaning assigned to them in the Agreement, Note, First Note Amendment, or other documents executed in connection therewith; and
WHEREAS, the Parties desire to amend the Note as set forth herein.
NOW THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follow:
AGREEMENT
1.Effective as of the Effective Date, the Maturity Date (as defined the Note) is hereby extended from April 24, 2024 to June 25, 2026 (the “Maturity Date Extension”).
2.As consideration for the Maturity Date Extension, effective as of and beginning on the Effective Date, the Borrower will make amortized monthly payments of principal and interest to Holder in the amount set forth in the Payment Plan attached hereto as Exhibit A.
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3.In the event Borrower raises a minimum of $100,000 in an equity capital raise, it will pay a minimum of twenty percent (20%) of the amount above $100,000 to Holder as a principal reduction. Borrower is working to uplist to a recognized stock exchange and will use its best efforts to shorten the timing of payback of the outstanding principal.
4.Except as set forth in this Amendment, the terms and conditions of the Note shall remain in full force and effect.
[remainder of page intentionally left blank; signature page to follow]
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the Execution Date.
“Borrower” |
| “Holder” | ||
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Healthy Extracts, Inc. |
| Walleye Opportunities Master Fund, Ltd | ||
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/s/ Kevin “Duke” Pitts |
| /s/ William England | ||
By: | Kevin “Duke” Pitts |
| By: | William England |
Its: | President |
| Its: | CEO of the Investment Manager |
Page 3 of 3
Exhibit A
Payment Plan
No. | Payment Date | Beginning Balance | Total Payment | Principal | Interest | Ending Balance |
1 | 4/25/24 | $305,555.00 | $11,644.06 | $7,824.62 | $3,819.44 | $297,730.38 |
2 | 5/25/24 | $297,730.38 | $11,644.06 | $7,922.44 | $3,721.62 | $289,807.94 |
3 | 6/25/24 | $289,807.94 | $11,644.06 | $8,021.46 | $3,622.60 | $281,786.48 |
4 | 7/25/24 | $281,786.48 | $11,644.06 | $8,121.73 | $3,522.33 | $273,664.75 |
5 | 8/25/24 | $273,664.75 | $11,644.06 | $8,223.25 | $3,420.81 | $265,441.50 |
6 | 9/25/24 | $265,441.50 | $11,644.06 | $8,326.04 | $3,318.02 | $257,115.46 |
7 | 10/25/24 | $257,115.46 | $11,644.06 | $8,430.12 | $3,213.94 | $248,685.34 |
8 | 11/25/24 | $248,685.34 | $11,644.06 | $8,535.49 | $3,108.57 | $240,149.85 |
9 | 12/25/24 | $240,149.85 | $11,644.06 | $8,642.19 | $3,001.87 | $231,507.66 |
10 | 1/25/25 | $231,507.66 | $11,644.06 | $8,750.22 | $2,893.84 | $222,757.44 |
11 | 2/25/25 | $222,757.44 | $11,644.06 | $8,859.59 | $2,784.47 | $213,897.85 |
12 | 3/25/25 | $213,897.85 | $11,644.06 | $8,970.34 | $2,673.72 | $204,927.51 |
13 | 4/25/25 | $204,927.51 | $11,644.06 | $9,082.46 | $2,561.60 | $195,845.05 |
14 | 5/25/25 | $195,845.05 | $11,644.06 | $9,196.00 | $2,448.06 | $186,649.05 |
15 | 6/25/25 | $186,649.05 | $17,144.06 | $14,810.95 | $2,333.11 | $171,838.10 |
16 | 7/25/25 | $171,838.10 | $17,144.06 | $14,996.09 | $2,147.97 | $156,842.01 |
17 | 8/25/25 | $156,842.01 | $17,144.06 | $15,183.53 | $1,960.53 | $141,658.48 |
18 | 9/25/25 | $141,658.48 | $17,144.06 | $15,373.33 | $1,770.73 | $126,285.15 |
19 | 10/25/25 | $126,285.15 | $17,144.06 | $15,565.50 | $1,578.56 | $110,719.65 |
20 | 11/25/25 | $110,719.65 | $17,144.06 | $15,760.06 | $1,384.00 | $94,959.59 |
21 | 12/25/25 | $94,959.59 | $17,144.06 | $15,957.07 | $1,186.99 | $79,002.52 |
22 | 1/25/26 | $79,002.52 | $17,144.06 | $16,156.53 | $987.53 | $62,845.99 |
23 | 2/25/26 | $62,845.99 | $17,144.06 | $16,358.49 | $785.57 | $46,487.50 |
24 | 3/25/26 | $46,487.50 | $17,144.06 | $16,562.96 | $581.10 | $29,924.54 |
25 | 4/25/26 | $29,924.54 | $17,144.06 | $16,770.01 | $374.05 | $13,154.53 |
26 | 5/25/26 | $13,154.53 | $13,318.96 | $13,154.53 | $164.43 | $0.00 |
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| $364,920.46 | $305,555.00 | $59,365.46 |
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Document and Entity Information |
May 03, 2024 |
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| Details | |
| Registrant CIK | 0001630176 |
| Document Type | 8-K |
| Document Period End Date | May 03, 2024 |
| Entity Registrant Name | HEALTHY EXTRACTS INC. |
| Entity Incorporation, State or Country Code | NV |
| Securities Act File Number | 333-202542 |
| Entity Tax Identification Number | 47-2594704 |
| Entity Address, Address Line One | 7375 Commercial Way |
| Entity Address, Address Line Two | Suite 125 |
| Entity Address, City or Town | Henderson |
| Entity Address, State or Province | NV |
| Entity Address, Postal Zip Code | 89011 |
| City Area Code | 702 |
| Local Phone Number | 463-1004 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |