UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~May 54, ~~2025~~2026

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FARMHOUSE, INC.

(Exact name of registrant as specified in its charter)

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NEVADA (NV)	333-238326	46-3321759
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

548 Market Street, Suite 90355, San Francisco, CA 94104

(Address of Principal Executive Office) (Zip Code)

(888) 420-6856

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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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))

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

None

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 ~~[X]~~☒

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 §13(a) of the Exchange Act. ☐

Item 1.01 – Entry into a Material Definitive Agreement.

On ~~November~~May 54, ~~2025~~2026, ~~Farmhouse, Inc. (~~the “Company”) entered into a ~~Common~~Securities ~~Stock~~ Purchase Agreement (the “~~Equity~~Purchase ~~Financing~~ Agreement”) with ~~GHS~~Axiom ~~Investments,~~Holdings Group LLC, ~~a Nevada limited liability company~~ (the “~~GHS~~Investor”), pursuant to which the Company ~~may,~~issued ata ~~its~~senior ~~sole~~unsecured ~~discretion~~convertible ~~and~~promissory ~~from~~note ~~time~~in tothe ~~time,~~original ~~direct~~principal ~~GHS~~amount toof ~~purchase~~$2,222,222 up(the to“Note”), anrepresenting ~~aggregate~~gross proceeds of $202,000,000 ofafter ~~the~~a ~~Company’s~~ten ~~common~~percent ~~stock~~ (~~the “Equity Line”~~10%) ~~during~~original aissue ~~24-month~~discount. ~~period~~The ~~following~~Purchase ~~the~~Agreement ~~effectiveness~~was oforiginally aexecuted ~~registration~~on ~~statement~~April to29, be2026 ~~filed~~and ~~with~~subsequently ~~the~~amended ~~U.S.~~to ~~Securities~~reflect ~~and~~a ~~Exchange~~May ~~Commission~~4, ~~(the~~2026 ~~“SEC”)~~effective date.

~~Under~~The ~~the~~$2,000,000 ~~Equity~~aggregate ~~Financing~~consideration ~~Agreement,~~consisted ~~and~~of ~~subject~~$1,000,000 toin ~~the~~cash ~~effectiveness~~and of$1,000,000 ain ~~registration~~digital ~~statement~~asset onconsideration. ~~Form~~The ~~S-1,~~Company ~~the~~previously ~~Company~~received ~~may~~a ~~deliver~~$100,000 ~~“Put~~advance ~~Notices”~~from tothe ~~GHS~~Investor ~~from~~in ~~time~~March to2026, ~~time~~which towas ~~sell~~applied ~~registered~~toward ~~shares~~the ofInvestor’s ~~its~~subscription ~~common~~at ~~stock~~closing. ~~Each~~Net ~~draw~~cash ~~(each,~~proceeds areceived ~~“Put”)~~at ~~must~~closing bewas ~~for~~$884,000 aafter ~~minimum~~repayment of ~~$10,000~~the advance and apayment ~~maximum~~ of $~~500~~16,000, ~~may not exceed 200%~~ of ~~the~~Investor ~~average~~legal ~~daily~~expenses ~~trading~~in ~~dollar~~accordance ~~volume~~with ~~for~~ the ~~ten~~terms ~~(10)~~of ~~trading days preceding~~ the ~~applicable~~Purchase ~~Put~~Agreement. ~~Notice,~~The ~~and~~Company ~~must~~intends beto ~~separated~~deploy bythe atproceeds ~~least~~in ~~ten~~accordance ~~(10)~~with ~~trading~~its ~~days~~treasury ~~between closings~~strategy.

The ~~purchase~~Note ~~price~~bears ~~for~~interest ~~each~~at ~~Put~~a ~~will~~rate beof ~~the~~fifteen ~~lower~~percent of (i15%) ~~95%~~per ofannum ~~the~~and ~~Market~~matures ~~Price~~ten (as10) ~~defined~~months infrom the ~~Agreement)~~date ~~or (ii) 100%~~ of ~~the~~issuance, ~~lowest~~unless ~~intraday~~earlier ~~price~~converted ~~during~~in ~~the~~accordance ~~applicable~~with ~~Pricing~~its ~~Period~~terms. ~~GHS~~The isNote ~~subject~~provides tofor aautomatic ~~4.99%~~conversion ~~beneficial-ownership~~upon ~~limitation~~the ~~and~~occurrence ~~has~~of ~~agreed~~certain ~~not~~events, toas ~~engage~~more fully described in ~~short~~Item ~~sales~~2.03 ofbelow. ~~the~~Following ~~Company’s~~a ~~common~~mandatory ~~stock~~conversion ~~during~~event, the ~~term~~Note ofis ~~the~~no ~~Equity~~longer ~~Financing~~repayable ~~Agreement~~in cash.

AsThe ~~consideration~~conversion ~~for~~price ~~entering~~is ~~into~~equal ~~the~~to ~~Equity~~seventy-five ~~Financing~~percent ~~Agreement,~~(75%) of the ~~Company~~lowest ~~issued~~volume-weighted ~~500,000~~average ~~restricted~~price ~~shares~~(“VWAP”) of ~~its~~the Company’s common stock toduring ~~GHS (~~the ~~“Shares”~~twenty (20). ~~The~~consecutive ~~Shares~~trading ~~will~~days beimmediately ~~included~~preceding ~~for~~the ~~resale~~applicable inconversion ~~the~~date, ~~registration~~subject ~~statement~~ to bea ~~filed~~minimum ~~with~~conversion ~~the~~price ~~SEC~~of $0.15 ~~The~~per ~~Company~~share ~~intends~~and toa ~~use~~maximum ~~proceeds~~conversion ~~from~~price ~~the~~of ~~Equity~~$0.50 ~~Line~~per ~~for~~share. ~~growth~~The ~~initiatives,~~issuance ~~digital-asset~~of ~~activities,~~shares ~~general~~upon ~~corporate~~conversion ~~and~~of ~~working-capital~~the ~~purposes,~~Note ~~and~~will ~~potential~~result ~~acquisitions~~in dilution to existing stockholders.

~~The~~In ~~foregoing~~connection ~~description~~with of the ~~Equity~~Note, ~~Financing~~the ~~Agreement~~Company ~~does~~is ~~not~~required ~~purport~~ to bereserve ~~complete~~shares ~~and~~of ~~is qualified in~~ its ~~entirety~~common bystock ~~reference~~equal to ~~the~~two ~~full~~hundred ~~text~~percent (200%) of the ~~agreement,~~maximum ~~which~~number isof ~~filed~~shares ~~herewith~~issuable asupon ~~Exhibit~~conversion ~~10.1~~of ~~and~~the ~~incorporated~~Note ~~herein~~at bythe ~~reference~~minimum conversion price.

In the event of a change of control of the Company prior to conversion of the Note, the Company is required to repay the outstanding principal and accrued interest in cash, unless the Investor elects to convert the Note in connection with such transaction.

The Purchase Agreement contains customary representations, warranties, and covenants for transactions of this nature, including most-favored-nation provisions, restrictions on certain future variable rate financings, and limitations on the Investor’s resale of shares based on trading volume, in each case subject to the terms and conditions set forth therein.

In connection with the financing, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission within ninety (90) days covering the resale of the shares of common stock issuable upon conversion of the Note, and to use commercially reasonable efforts to cause such registration statement to become effective and remain effective in accordance with the terms of the Registration Rights Agreement.

The foregoing descriptions of the Purchase Agreement, the Note, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On May 4, 2026, the Company issued a Convertible Promissory Note (the “Note”) to Axiom Holdings Group LLC (the “Investor”) with an original principal amount of $2,222,222, reflecting gross proceeds of $2,000,000 and a ten percent (10%) original issue discount. The Note was originally executed on April 29, 2026 and, pursuant to an amendment, has an effective date of May 4, 2026.

The Note bears interest at a rate of fifteen percent (15%) per annum, calculated on a simple interest basis, and matures ten (10) months from the date of issuance, unless earlier converted in accordance with its terms. Accrued interest is payable only upon conversion, and no periodic cash interest payments are required. The Note is unsecured.

The Note provides for automatic and mandatory conversion into shares of the Company’s common stock upon the earliest to occur of: (i) one hundred eighty (180) days following issuance, (ii) the consummation of a firm underwritten public offering, uplisting, or other equity financing approved by the Company’s board of directors, (iii) the consummation of a qualified financing resulting in at least $5,000,000 of gross proceeds to the Company, or (iv) the closing price of the Company’s common stock equaling or exceeding $1.00 per share for twenty (20) consecutive trading days. The Note does not provide for holder-optional conversion and will convert automatically upon the occurrence of such events. Following a mandatory conversion event, the Note is no longer repayable in cash.

The conversion price is equal to seventy-five percent (75%) of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty (20) consecutive trading days immediately preceding the applicable conversion date, subject to a minimum conversion price of $0.15 per share and a maximum conversion price of $0.50 per share.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 – Unregistered Sales of Equity Securities.

The ~~information~~securities ~~set~~described ~~forth~~ in Item 1.01 ofabove ~~this~~were ~~Current~~offered ~~Report~~and onsold ~~Form~~in ~~8-K~~reliance isupon ~~incorporated~~the exemption from registration provided by ~~reference~~Section ~~into~~4(a)(2) ~~this~~of ~~Item~~the 3Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder.02 The securities have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

~~The~~Item ~~issuance~~7.01 of– ~~the 500,000 Shares to GHS was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of~~ Regulation DFD promulgated thereunder. No underwriters were involved in the issuance of these securities, and no commissions or finder’s fees were paid in connection therewith. The Shares are “restricted securities” as defined in Rule 144 under the Securities Act. The Company has agreed to register the resale of the Shares pursuant to a registration statement on Form S-1.Disclosure

On May 4, 2026, the Company issued a press release announcing the financing transaction described in Item 71.01 ~~Regulation~~of FDthis ~~Disclosure~~Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

OnThe ~~November~~information 6,furnished ~~2025,~~pursuant ~~the~~to ~~Company~~this ~~issued~~Item a7.01, ~~press~~including ~~release~~Exhibit ~~announcing~~99.1, ~~the~~shall ~~execution~~not ofbe ~~the~~deemed ~~Equity~~“filed” ~~Financing~~for ~~Agreement~~purposes ~~with~~of ~~GHS.~~Section A18 ~~copy~~ of the ~~press~~Securities ~~release~~Exchange isAct ~~furnished~~of ~~herewith~~1934, as ~~Exhibit~~amended, ~~99.1~~or ~~and~~otherwise issubject ~~incorporated~~to bythe ~~reference~~liabilities ~~herein.~~of ~~The~~that ~~information~~section, ~~contained~~and inshall ~~this~~not ~~Item~~be ~~7.01~~deemed ~~and~~incorporated ~~Exhibit~~by ~~99.1~~reference isinto ~~being~~any ~~furnished~~filing ~~and~~under ~~shall~~the ~~not~~Securities beAct ~~deemed~~of ~~“filed”~~1933, ~~for~~as ~~purposes~~amended, ofexcept ~~Section~~as 18expressly ofset forth by specific reference in such filing.

the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits.

~~The~~(d) ~~following exhibit is furnished as part of this Current Report on Form 8-K~~Exhibits.

ExhibitNumber		Description
Exhibit No.		Description
10.1		~~Equity~~Securities ~~Financing~~Purchase Agreement, dated ~~November~~April 529, ~~2025~~2026, by and between ~~Farmhouse,~~the ~~Inc.~~Company and ~~GHS~~Axiom ~~Investments,~~Holdings Group LLC (*)
99.1		Press Release dated November 7, 2025
10.2		Convertible Promissory Note in favor of Axiom Holdings Group LLC, dated April 29, 2026 (*)
10.3		Registration Rights Agreement, dated April 29, 2026, by and between the Company and Axiom Holdings Group LLC (*)
10.4		Amendment to Transaction Documents, dated May 4, 2026
99.1		Press Release dated May 4, 2026

(*) Pursuant to Exhibit 10.4, the operative date of the Transaction Documents is May 4, 2026.

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.

FARMHOUSE, INC.

Date: On November 12, 2025			By:	/s/ Evan Horowitz
Date: May 6, 2026	By:	/s/ Evan Horowitz
		EVAN HOROWITZ		~~EVAN HOROWITZ~~
		Chief Executive Officer, Director		~~Chief Executive Officer, Director~~
		(Principal Executive Officer)		~~(Principal Executive Officer)~~

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