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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~July 62, 2024

WORLD HEALTH ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30256

59-2762023

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1825 NW Corporate Blvd. Suite 110

Boca Raton, FL 33431

(Address of principal executive offices, including zip code)

(561) 870-0440

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐	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)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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. ☐

Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On July 2, 2024, World Health Energy Holdings, Inc., a Delaware corporation ( “WHEN”), entered into and executed an agreement (the “Agreement”) with Intent HQ Limited (“IHQ”), a company incorporated under the laws of England and Wales pursuant to which IHQ Invested and granted to WHEN a worldwide, royalty-free, perpetual, nonexclusive, sublicensable, irrevocable license to IHQ’s Edge SDK, in both source-code and object-code formats and associated documentation (collectively, the “Perpetual License”). In consideration of the Perpetual License. WHEN undertook to issue on or prior to July 13, 2024, 25,038,272,832 shares ~~Dismissal~~(the “Consideration Shares”) of ~~Independent~~WHEN’s ~~Registered~~common ~~Public~~stock, ~~Accounting~~par ~~Firm~~value $0.00001 per share (the “Common Stock”). The Consideration Shares represents approximately 4.8% of the issued and outstanding share capital of WHEN following such issuance. Under the terms of the Agreement, IHQ also undertook to provide professional consulting services to enable WHEN to implement, develop and commercialize its own and joined products based on the product materials or any portions or derivative works thereof, all subject to the terms and conditions set forth therein.

OnThe ~~March~~strategic 6,alliance ~~2024,~~represented ~~the~~by ~~Board~~this ofagreement ~~Directors~~aims ~~(the~~to ~~“Board”)~~leverage ofWHEN’s ~~World~~cybersecurity ~~Health~~products ~~Energy~~in ~~Holdings,~~combination ~~Inc.~~with ~~(the “Company”)~~IHQ’s ~~dismissed~~modules ~~Brightman~~to ~~Almagor~~introduce ~~Zohar~~to &the ~~Co.,~~market ~~Certified~~novel ~~Public~~products ~~Accountants, a Firm~~ in the ~~Deloitte~~cybersecurity ~~Global~~field ~~Network~~applicable ~~(“Deloitte”) as~~to ~~the~~both ~~Company’s independent registered public accounting firm (~~the ~~“Dismissal’).~~business ~~Deloitte~~and ~~had~~individual ~~served as the Company’s independent registered public accounting firm since 2022~~level.

The ~~audit~~Agreement ~~report~~provides that the Consideration Shares are subject to a Lock Up Agreement for a period of ~~Deloitte~~12 onmonths from the ~~consolidated~~date ~~financial~~of ~~statements~~their issuance, but the lock up would be automatically canceled on the date of the ~~Company~~Uplisting ~~for~~(as defined below). In addition, the ~~fiscal~~lock ~~year~~up ~~ended~~may be ~~December~~cancelled 31unilaterally by IHQ, ~~2022~~in ~~did~~its ~~not~~sole discretion, in which case the Perpetual License will be considered fully paid. Under the ~~contain~~terms anof ~~adverse~~the ~~opinion~~Agreement, orWHEN aundertook ~~disclaimer~~to complete an uplisting (the “Uplisting”) of ~~opinion~~its ~~and~~shares ~~were~~of ~~not~~Common ~~qualified~~Stock on NYSE, NASDAQ or ~~modified~~the asChicago Board Options Exchange prior to ~~uncertainty~~June 28, ~~audit~~2025 ~~scope~~(the or“Uplisting ~~accounting principles~~Target Date”).

~~During~~Under the ~~fiscal~~terms ~~year~~of ~~ended~~the ~~December 31~~Agreement, ~~2022,~~WHEN ~~and~~may ~~through~~at ~~the~~any ~~date~~time ofprior ~~this~~to ~~Current~~the ~~Report~~Uplisting Target Date, ~~there~~at ~~were~~its nosole ~~(i)~~discretion ~~disagreements~~without ~~with~~any ~~Deloitte~~obligation onwhatsoever, ~~any~~pay ~~matter~~IHQ ofin ~~accounting~~cash ~~principles~~$5 ormillion ~~practices,~~dollar ~~financial~~as ~~statement~~a ~~disclosure~~license fee for the Perpetual License, orupon ~~auditing~~which ~~scope~~the orentirety ~~procedure~~of ~~that,~~the ifConsideration ~~not~~Shares ~~resolved~~shall be returned to ~~Deloitte’s~~WHEN. ~~satisfaction~~If the Uplisting occurs on or before the Uplisting Target Date, ~~would~~then ~~have~~upon ~~caused~~Uplisting ~~Deloitte~~the toPerpetual ~~make~~License ~~reference~~shall be deemed to ~~the~~have ~~subject~~been ~~matter~~fully ofpaid for by the ~~disagreement~~issuance inof ~~connection with~~the ~~its~~Consideration ~~report~~Shares, and; ~~(ii)~~all ~~“reportable~~of ~~events”~~IHQ’s asrights ~~defined~~of intermination ~~Item~~of ~~304(a)(1)(v)~~the Agreement and rights related to cancellation of ~~Regulation~~Lock ~~S-K~~Up shall terminate and no longer be in force and effect. ~~Deloitte~~However, ~~did~~if the Uplisting does not ~~act~~occur as before the ~~Company’s~~Uplisting ~~independent~~Target ~~registered~~Date ~~public~~and, ~~accounting~~or ~~firm~~WHEN ~~during~~has not paid $5 million license fee for the ~~fiscal~~Perpetual ~~year~~License, ~~ending~~then ~~December~~IHQ has 31the right, ~~2021~~within 30 days of the Uplisting Target Date, to terminate the Agreement and return to WHEN all of the Consideration Shares.

~~The~~In ~~Company~~the ~~has~~event ~~provided~~that ~~Deloitte~~WHEN or a ~~copy~~subsidiary ofwill ~~the~~raise ~~disclosures~~funds inon ~~this~~or ~~Form~~prior ~~8-K~~to ~~and~~December ~~has~~28, ~~requested~~2025 ~~Deloitte~~(the to“Target ~~furnish~~Fundraise ~~the~~Period”) ~~Company~~in connection with, afrom ~~letter addressed~~or relating to the ~~Securities~~Uplisting ~~and~~(whether ~~Exchange~~or ~~Commission~~not ~~stating~~the ~~whether~~Uplisting itultimately ~~agrees~~occurs) ~~with~~for a specified amount (the ~~Company’s~~“Target Fundraise”), ~~statements~~WHEN ~~herein.~~is Aobligated ~~copy~~to ofpay ~~such letter,~~IHQ ~~which~~a ismarketing ~~dated~~advisory ~~March~~fee ~~11,~~at ~~2024,~~a isspecified ~~filed~~the asrate ~~Exhibit~~for ~~16.1~~each todollar ~~this~~cumulatively ~~Form~~raised during ~~8-K.~~the Target Fundraise Period over and above the Target Fundraise

~~(b)~~The ~~Appointment~~foregoing description of ~~Independent~~the ~~Registered~~Agreement ~~Public~~and ~~Accounting~~the ~~Firm~~Lock Up Agreement are not complete and are subject to and qualified in its entirety by reference to the Agreement and the Lock Up Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and the terms of which are incorporated by reference herein.

~~On March~~Item ~~11,~~3.02 ~~2024,~~Unregistered inSales ~~connection~~of ~~with~~Equity ~~the Dismissal, the Board appointed Barzily and Co CPAs (“Barzily”), as the Company’s independent registered public accounting firm for the year ending December 31, 2023.~~Securities;

~~During~~The ~~the~~disclosure ~~two~~set ~~most~~forth ~~recent~~under ~~fiscal~~Item ~~years~~1.01 ~~ended~~of ~~December~~this ~~31,~~Current ~~2022~~Report ~~and~~on ~~December~~Form ~~31,~~8-K ~~2021~~is ~~and~~incorporated ~~during~~by ~~the~~reference ~~subsequent~~in ~~interim~~this ~~period~~Item ~~from~~3.02. ~~January~~The issuance 1,of ~~2023~~the ~~through~~Agreed ~~March~~Consideration ~~11,~~Shares ~~2024,~~to ~~neither~~IHQ ~~the~~shall ~~Company~~be ~~nor~~exempt ~~anyone~~from onregistration ~~its~~pursuant ~~behalf~~to ~~consulted~~Section ~~Barzily regarding either~~ 4(ia)(2) ~~the application~~ of ~~accounting~~ ~~principles~~the toSecurities aAct ~~specified~~of ~~transaction~~1933, as ~~either~~amended ~~completed~~(the ~~or proposed~~“Act”), oras ~~the~~a ~~type~~transaction ofby ~~audit opinion that might be rendered on~~ the Company’s ~~financial~~not ~~statements,~~involving ~~and neither~~ a ~~written~~public ~~report~~offering. ~~nor~~At ~~oral~~the ~~advice~~time ~~was~~of ~~provided~~their toissuance, the ~~Company that Barzily concluded~~ ~~was~~shares anof ~~important~~common ~~factor~~stock ~~considered~~will bybe ~~the~~deemed ~~Company in reaching a decision as~~ to ~~any~~be ~~accounting,~~restricted ~~auditing~~securities orfor ~~financial~~purposes ~~reporting~~of ~~issue, or (ii) any matter that was either~~ the ~~subject~~Act ofand awill ~~“disagreement”~~bear orrestrictive alegends ~~“reportable~~to ~~event”,~~that ~~each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively~~effect.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Brightman Almagor Zohar & Co. dated March 11, 2024
10.1*		Agreement by and between the Company and Intent HQ Limited
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.2		Lock-Up Agreement
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

* Portions of this exhibit (indicated by bracketed asterisks) are omitted in accordance with the rules of the Securities and Exchange Commission because they are both not material and the Company customarily and actually treats such information as private or confidential.

SIGNATURE

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.

	WORLD HEALTH ENERGY HOLDINGS, INC.
Date: March 11, 2024	By:	/s/ Giora Rozensweig
Date: July 8, 2024	By:	/s/ Giora Rozensweig
		Giora Rozensweig
		Chief Executive Officer

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