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): | February 10, 2022 |
HEALTHY EXTRACTS INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other
jurisdiction of incorporation) | | 333-202542
(Commission
File Number) | | 47-2594704
(I.R.S. Employer
Identification No.) |
| | | | | |
6445 S. Tenaya Way, Suite B110
Las Vegas, NV 89113
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 o
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. o
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 10, 2022 and February 22, 2022, we entered into a Common Stock Purchase Warrant and a Promissory Note, respectively, with Bruce Kaiman. The warrants are to acquire two million (2,000,000) shares of our common stock, are exercisable for three (3) years at an exercise price of $0.05 per share, and contain a cashless exercise option for the holder. The note is in the principal amount of Two Hundred Thousand Dollars ($200,000), bears interest at a rate of ten percent (10%) per annum, and has a maturity date of February 15, 2023. Eleven (11) monthly payments of $17,804.26 are due between the issue date and the maturity date.
Section 3 – Securities and Trading Markets
| Item 3.02 | Unregistered Sale of Equity Securities. |
The disclosure in Item 1.01 above regarding the issuance of securities in the exchange is incorporated herein by reference.
The shares of common stock issued pursuant to the Securities Purchase Agreements were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The investors have acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.
Section 9 – Financial Statements and Exhibits.
| Item 9.01 | Financial Statements and Exhibits. |
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: March 2, 2022 | /s/ Kevin Pitts |
| | By: Kevin “Duke” Pitts |
| | Its: President |
