UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 319, ~~2024~~2025

HEALTHY EXTRACTS INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	~~333~~000-~~202542~~55572 (Commission File Number)	47-2594704 (I.R.S. Employer Identification No.)
7375 Commercial Way, Suite 125 Henderson, NV 89011 (Address of principal executive offices) (zip code)
(702) 463-1004 (Registrant’s telephone number, including area code)
(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) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 1.0101Entry ~~Entry~~ into a Material Definitive Agreement.

~~Convertible~~Acquisition ~~Notes~~of ~~and~~Gummy ~~Warrants~~USA LLC

On ~~January~~July 2419, ~~2023~~2025, we entered into a ~~Securities~~Membership Interest Purchase Agreement ~~for~~ (the ~~sale~~“MIPA”) ofwith ~~convertible~~Gummy ~~notes~~USA inLLC ~~the~~(“GUSA”) ~~aggregate~~and ~~principal~~its ~~amount of $388~~sole-member,~~888,~~ ~~and~~Donald ~~warrants~~Swanson ~~to acquire 61~~(“Swanson”),~~847~~ ~~shares~~pursuant ofto ~~our~~which ~~common~~we ~~stock~~acquired atone-hundred anpercent ~~exercise~~(100%) ~~price~~ of ~~$5.64~~the ~~per~~outstanding ~~share,~~membership tointerests ~~two investors. The Notes contained an original issue discount~~ of ~~10%~~GUSA, ~~and~~which ~~thus~~is ~~the~~now ~~proceeds~~our towholly-owned ~~us was $350,000~~subsidiary. ~~The~~As ~~Notes~~consideration dofor ~~not~~the ~~bear~~purchase, ~~interest unless~~ we ~~are~~issued inthirteen ~~default,~~million ~~have~~seventy-five athousand ~~maturity~~nine ~~date~~hundred oftwenty ~~October 24~~(13, ~~2023~~075,920) ~~and~~shares ~~all~~of ~~amounts~~our ~~are~~common ~~payable~~stock on (the ~~maturity~~“Purchase ~~date.~~Shares”) ~~The~~which ~~Notes~~represents ~~are~~77.5% ~~convertible~~of ~~into~~ our issued and outstanding common stock atafter the ~~election~~transaction, ofto ~~the~~Swanson. ~~holder~~In ataddition, ~~means~~Swanson ~~ninety~~was ~~percent~~granted ~~(90%)~~anti-dilution ofrights ~~the~~to ~~lowest~~maintain ~~VWAP~~that ofsame ~~our~~ownership ~~common~~percentage ~~stock~~in ~~for~~ the ~~five~~event ~~(5)~~of ~~consecutive~~the ~~Trading~~exercise ~~Days~~of ~~immediately~~any ~~preceding the date~~ of ~~the~~our ~~issuance~~154,306 ofoutstanding aoptions ~~Conversion~~and ~~Election~~warrants.

~~Effective~~In ~~October~~connection 31with, ~~2023~~and as a material term of, wethe ~~entered~~transaction, ~~into~~effective aon ~~First~~July ~~Amendment~~19, 2025, Donald Swanson was appointed to ~~each~~our Board of ~~the~~Directors ~~convertible~~as ~~notes~~our fourth director, ~~extending~~Chairman ~~the~~and ~~Maturity~~as ~~Dates~~our President. Kevin “Duke” Pitts, who was our President prior to ~~April~~the 23transaction, ~~2024~~was ~~and~~appointed ~~April~~as 24our Chief Executive Officer. Further in connection with the transaction, ~~2024~~Robert Madden, our Secretary and ~~increasing~~Chief ~~the~~Financial ~~original~~Officer, ~~issue~~was ~~discount~~appointed toas ~~20%~~the Manager of GUSA.

OnSection ~~May~~2 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.– Financial Information

~~Section~~Item 42.01Completion ~~– Matters~~of ~~Related~~Acquisition toor ~~Accountants~~Disposition ~~and~~of ~~Financial Statements~~Assets.

~~Item~~See ~~4.01~~the ~~Change~~description inof ~~Registrant’s~~the ~~Certifying~~Acquisition ~~Accountant~~of Gummy USA LLC in Item 1.01.

~~Effective~~Section ~~May~~3 8,– Securities 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~~Trading ~~of our Audit Committee.~~Markets

BFItem 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 principles3.02Unregistered ~~The~~Sales ~~reports~~ of BFEquity ~~Borgers did include an explanatory paragraph as to our ability to continue as a going concern~~Securities. 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~~See the ~~Audit~~description ~~Period,~~of ~~and~~the ~~through~~Acquisition ~~May~~of 8,Gummy ~~2024,~~USA ~~there~~LLC ~~were~~in ~~no reportable events within the meaning of~~ Item ~~304(a)(~~1~~)(v) of Regulation S-K~~.01.

In connection with the transaction, as consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the “Purchase Shares”) which represents 77.5% of our issued and outstanding common stock after the transaction, to Donald Swanson, who was appointed as a member of our Board of Directors, Chairman, and as our President. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants. The issuance was exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and Swanson is an accredited and sophisticated shareholder.

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, 2024.2

Section 95 – ~~Financial~~Corporate ~~Statements~~Governance and ~~Exhibits.~~Management

Item 5.01Changes in Control of Registrant.

See the description of the Acquisition of Gummy USA LLC in Item 1.01.

There are no arrangements that may at a subsequent date result in a further change of control.

Item 5.02Departure of Directors or Certain Officers; Election of Directdors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See the description of the Acquisition of Gummy USA LLC in Item 1.01.

In connection with, and as a material term of, the transaction, effective on July 19, 2025, Donald Swanson was appointed to our Board of Directors as our fourth director, Chairman and as our President. Kevin “Duke” Pitts, who was our President prior to the transaction, was appointed as our Chief Executive Officer.

Donald Swanson, age 67, was appointed as a member of our Board of Directors, Chairman and as our President on July 19, 2025. Mr. Swanson was the founder and has been the CEO of Gummy USA LLC since its inception in 2021. Mr. Swanson brings over eight years of deep experience in pharmaceutical-grade manufacturing and gummy innovation. He has successfully designed and implemented state-of-the-art production facilities across multiple international locations, and his proprietary processes deliver unmatched precision. Under his leadership, Gummy USA has not only secured significant purchase orders but also positioned itself to set a new industry benchmark for quality, regulatory compliance, and supply chain efficiency. His expertise spans automated controls, advanced fluid dynamics, and blockchain-enabled product authentication, solving critical production inefficiencies and protecting brand integrity.

There are no family relationships between any of our officers or directors. Other than the transactions in connection with the acquisition of Gummy USA LLC, there are not transactions with related persons.

Section 9 – Financial Statements and Exhibits.

Item 9.01Financial Statements and Exhibits.

(da)~~Exhibits~~Financial Statements of business or funds acquired.

Exhibit No.		Name and/or Identification of Exhibit
10.1		Second Amendment to 10% OID Promissory Note
10.2		Second Amendment to 10% OID Promissory Note

The financial statements required by this Item will be filed in an amendment to this Current Report not later than 71 days after the date that this Current Report was required to be filed.

(b)Pro forma financial information.

The financial statements required by this Item will be filed in an amendment to this Current Report not later than 71 days after the date that this Current Report was required to be filed.

(d)Exhibits

Exhibit No.		Name and/or Identification of Exhibit

10.1		Membership Interest Purchase Agreement with Gummy USA LLC dated July 19, 2025

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.
Dated: May 10, 2024	/s/ Kevin “Duke” Pitts
Dated: July 24, 2025	/s/ Kevin “Duke” Pitts
	By:Kevin “Duke” Pitts
	Its:President
	Its:Chief Executive Officer

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