HEALTHY EXTRACTS INC. 8-K

What Happened

• Healthy Extracts Inc. (HYEX) announced it acquired 100% of Adli Gummies Inc., which does business as Imaraïs Beauty, through its wholly owned subsidiary Healthy Extracts Canada Inc. The Acquisition Agreement was signed May 15, 2026 (promissory notes dated May 15–16, 2026). As part of the deal, HYEX issued secured promissory notes, equity in HE Canada that is exchangeable for HYEX stock, and HYEX common stock to Adli’s sellers. HYEX also entered into a Consulting Agreement with Adli’s largest shareholder, Aaron Hefter, who will serve as Chief Brand Officer.

Key Details

• Purchase consideration includes: a $165,000 secured promissory note to Aaron Hefter and a $629,000 secured promissory note to the other Adli shareholders.
• Equity issued: 2,159,520 Class B common shares of HE Canada to Hefter (exchangeable 1-for-1 for HYEX common stock) and 840,480 shares of HYEX common stock to the other sellers.
• Transaction included cancellation of 3,000,000 HYEX shares held by CEO/Director Donald Swanson. Assuming Hefter exchanges the HE Canada shares, total new shares issued represent ~17.76% of HYEX’s outstanding common stock.
• HYEX filed that required financial statements and pro forma information related to the acquisition will be provided in an amendment within 71 days.

Why It Matters

• This is a material acquisition and creates immediate debt (secured promissory notes) and potential equity dilution (exchangeable HE Canada shares and issued HYEX shares). Investors should note the potential increase in outstanding shares—HYEX reports the issuance could equal about 17.76% of outstanding stock if exchanged.
• The deal expands HYEX’s product/brand footprint by adding the Imaraïs Beauty brand and integrates the acquired business into a Canadian subsidiary. The appointment of Aaron Hefter as Chief Brand Officer signals management involvement from the acquired company.
• HYEX will provide post-acquisition financial statements and pro forma results, which investors should review when filed to understand the transaction’s impact on revenue, earnings, and balance sheet metrics.