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): ~~September~~May 2615, ~~2025~~2026

HEALTHY EXTRACTS INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	000-55572 (Commission File Number)	47-2594704 (I.R.S. Employer Identification No.)
Nevada	000-55572	47-2594704
7375 Commercial Way, Suite 125 Henderson, NV 89011 (Address of principal executive offices) (zip code)
(State or other	(Commission	(I.R.S. Employer
(702) 463-1004 (Registrant’s telephone number, including area code)
jurisdiction of incorporation)	File Number)	Identification No.)
(Former name or former address, if changed since last report.)

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 1.01Entry into a Material Definitive Agreement.

~~Item~~Acquisition 1of Adli Gummies Inc.~~02Termination~~ ofand athe ~~Material~~Imaraïs ~~Definitive~~Beauty ~~Agreement.~~Brand

On May 15, 2026, we entered into an Acquisition Agreement (the “Acquisition Agreement”) with Adli Gummies Inc., an Ontario corporation which does business as Imaraïs Beauty (“Adli”), and its shareholders. Pursuant to the Acquisition Agreement, through our wholly-owned subsidiary Healthy Extracts Canada Inc., a British Columbia corporation (“HE Canada”), we acquired one-hundred percent (100%) of ~~Gummy~~the ~~USA~~outstanding ~~LLC~~membership interests of Adli, which became our wholly-owned subsidiary. As consideration for the purchase, we issued (i) a secured promissory note in the amount of $165,000 to Aaron Hefter (“Hefter”), the largest shareholder of Adli, (ii) a secured promissory note in the amount of $629,000 to the rest of the Adli shareholders, (iii) 2,159,520 shares of Class B common stock of HE Canada (the “HE Canada Shares”) to Hefter, and (iv) 840,480 shares of our common stock to the rest of the Adli shareholders. The HE Canada Shares are exchangeable at the option of Hefter for shares of our common stock on a one-for-one basis. Combined with the cancellation of 3,000,000 shares of our common stock held by our Director and Chief Executive Officer Donald Swanson in connection with the transaction, and assuming the exchange of the HE Canada Shares for shares of our common stock, the total shares issued pursuant to the Acquisition Agreement constitute approximately 17.76% of our total issued and outstanding shares of common stock.

OnIn ~~July~~connection 19with, ~~2025,~~and weas ~~entered into~~ a ~~Membership~~material ~~Interest~~term ~~Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole-member, Donald Swanson (“Swanson”), pursuant to which we acquired one-hundred percent (100%)~~ of ~~the outstanding membership interests of GUSA~~, ~~which became our wholly-owned subsidiary. As consideration for~~ the ~~purchase~~transaction, we ~~issued~~entered ~~thirteen~~into ~~million~~a ~~seventy-five~~Consulting ~~thousand~~Agreement ~~nine~~with ~~hundred~~Hefter ~~twenty (13,075,920) shares of our common stock (the “Purchase Shares”) which represented 77.5% of our issued and outstanding common stock after the transaction,~~ to ~~Swanson.~~serve Inas ~~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~~Chief ~~outstanding~~Brand ~~options and warrants~~Officer.

InSection ~~connection~~2 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 (Swanson was appointed as our CEO on September 16, 2025). Kevin “Duke” Pitts, who was our President prior to the transaction, was appointed as our Chief Executive Officer (Pitts was appointed as our President and COO on September 16, 2025). Further in connection with the transaction, Robert Madden, our Secretary and Chief – Financial ~~Officer, was appointed as the Manager of GUSA.~~ Information

Rescission of Gummy USA LLC Acquisition and Appointment of Director; Merger Agreement

On September 26, 2025, we rescinded the MIPA as of its effective date. On September 30, 2025, we entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into our wholly-owned subsidiary, HE Gummy USA, Inc., a Nevada corporation. We re-issued the Purchase Shares, which continued to represent 77.5% of our issued and outstanding common stock after the transaction, to Swanson. 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.

In connection with, and as a material term of, the rescission, the appointment of Swanson to our Board of Directors was also terminated as of its effective date, and effective on September 30, 2025, Donald Swanson was re-appointed to our Board of Directors as our fourth director, Chairman, and as our Chief Executive Officer. Kevin “Duke” Pitts, who was our President prior to the transaction, was re-appointed as our President and Chief Operating Officer. Further in connection with the transaction, Robert Madden, our Secretary and Chief Financial Officer, was re-appointed as the Manager of GUSA.

Section 2 – Financial Information

Item 2.01Completion of Acquisition or Disposition of Assets.

See the description of the Acquisition of ~~Gummy~~Adli ~~USA~~Gummies ~~LLC~~Inc. in Item 1.01 ~~and 1~~.~~02.~~

Section 3 – Securities and Trading Markets

Item 3.02Unregistered Sales of Equity Securities.

See the description of the Acquisition of ~~Gummy~~Adli ~~USA~~Gummies ~~LLC~~Inc. in Item 1.01 ~~and 1~~.~~02.~~

In connection with the transaction, effective as of ~~September~~May 3015, ~~2025~~2026 and as consideration for the purchase, we issued ~~thirteen~~2,159,520 ~~million~~shares ~~seventy-five~~of ~~thousand~~Class ~~nine~~B ~~hundred~~common ~~twenty~~stock of HE Canada (13the “HE Canada Shares”) to Hefter,~~075~~ and 840,~~920)~~480 shares of our common stock (to the ~~“Purchase~~rest ~~Shares”)~~of ~~which~~the ~~represents~~Adli 77shareholders.5% ofThe ~~our~~HE ~~issued~~Canada ~~and~~Shares ~~outstanding~~are ~~common~~exchangeable ~~stock~~at ~~after~~ the ~~transaction,~~option toof ~~Donald~~Hefter ~~Swanson,~~for ~~who~~shares ~~was~~of ~~appointed~~our ascommon stock on a ~~member~~one-for-one ofbasis. ~~our~~Combined ~~Board~~with the cancellation of ~~Directors~~3, ~~Chairman~~000,000 ~~and~~shares asof our ~~President.~~common Instock ~~addition,~~held ~~Swanson~~by ~~was~~our ~~granted~~Director ~~anti-dilution~~and ~~rights~~Chief toExecutive ~~maintain~~Office ~~that~~Donald ~~same~~Swanson ~~ownership~~in ~~percentage~~connection inwith the ~~event~~transaction, ofand assuming the ~~exercise~~exchange of ~~any~~the HE Canada Shares for shares of our ~~154~~common stock,~~306~~ ~~outstanding~~the ~~options~~total shares issued pursuant to the Acquisition Agreement constitute approximately 17.76% of our total issued and ~~warrants~~outstanding shares of common stock. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and ~~Swanson~~the isshareholders anare ~~accredited and~~ sophisticated ~~shareholder~~shareholders.

Section 5 – Corporate Governance and Management

Item 5.01Changes in Control of Registrant.

See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02.

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 Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See the description of the Acquisition of ~~Gummy~~Adli ~~USA~~Gummies ~~LLC~~Inc. in Item 1.01 ~~and 1~~.~~02.~~

In connection with, and as a material term of, the transaction, effective on ~~September~~May 3015, ~~2025,~~2026 ~~Donald~~Aaron ~~Swanson~~Hefter was ~~re-~~appointed ~~to our Board of Directors~~ as our ~~fourth director, Chairman, and as our~~ Chief ~~Executive~~Brand Officer. ~~Kevin “Duke” Pitts, who was our President prior to the transaction, was re-appointed as our President and Chief Operating Officer.~~

~~Donald~~Aaron ~~Swanson~~Hefter, age 6745, was appointed as ~~a member of~~ our ~~Board of Directors, Chairman, and as our~~ Chief ~~Executive~~Brand Officer on ~~September~~May 3015, ~~2025~~2026. Mr. ~~Swanson~~Hefter ~~was the founder and~~ has been the ~~CEO~~Chief ofExecutive ~~Gummy~~Officer ~~USA LLC since its inception in 2021. Mr. Swanson brings over eight years~~ of ~~deep~~Adli ~~experience~~Gummies ~~in pharmaceutical-grade manufacturing and gummy innovation~~Inc. Hesince ~~has~~August ~~successfully~~2020 ~~designed~~ and ~~implemented state~~Co-~~of-the-art~~Chief ~~production~~Executive ~~facilities~~Officer ~~across~~of ~~multiple~~Nutrabolics ~~international locations, and his proprietary processes deliver unmatched precision~~Inc. ~~Under~~since ~~his~~October ~~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~~2022. ~~His expertise spans automated controls, advanced fluid dynamics, and blockchain-enabled product authentication, solving critical production inefficiencies and protecting brand integrity.~~

~~There~~Hefter ~~are~~is noa ~~family~~highly ~~relationships~~accomplished ~~between~~entrepreneur, ~~any~~executive, and product innovator with more than two decades of ~~our~~experience ~~officers~~in orthe ~~directors~~global nutraceutical, wellness, and sports nutrition industries. ~~Other~~He currently serves as CEO and lead formulator of the rapidly growing ingestible beauty and wellness company he co-founded alongside globally recognized fitness and wellness icon Sommer Ray. Under his leadership, Imaraïs Beauty has emerged as a disruptive force within the health and beauty sector by combining science-backed formulations, innovative delivery systems, and culturally driven branding that resonates with modern consumers. Throughout his career, Hefter has formulated more than 100 nutraceutical products that have collectively generated over $200 million in sales across multiple wellness and performance categories. His expertise spans product development, formulation science, international brand expansion, manufacturing strategy, retail growth, and consumer health innovation. He is widely recognized for his ability to identify emerging market trends and develop premium, science-driven products that deliver measurable consumer results. Hefter is also the ~~transactions~~co-CEO of one of the world’s leading sports nutrition brands. Since its founding, Nutrabolics has grown into a globally recognized premium supplement company distributed across six continents and more than 50 countries, including Canada, the United States, Australia, Brazil, Egypt, Indonesia, and numerous international markets. The company has built a reputation for producing cutting-edge, scientifically validated sports nutrition products designed for professional athletes, fitness enthusiasts, and health-conscious consumers worldwide. Under Hefter’s leadership, Nutrabolics established itself as an innovation-driven organization focused on precision nutrition, advanced ingredient science, and high-performance supplementation. The company’s commitment to research, purity, efficacy, and consumer education has allowed it to maintain a strong international presence while adapting to the evolving demands of the global wellness marketplace. Hefter’s entrepreneurial accomplishments and industry influence have earned widespread recognition, including being named a finalist for the 2024 Beauty Independent Beacon Awards “Brand Builder of the Year,” finalist for the Ernst & Young Entrepreneur of the Year Award in ~~connection~~2015, recipient of Business in Vancouver’s “Top Forty Under 40” recognition in 2014, and being named one of the most influential individuals in sports nutrition by DXL Magazine in 2007. Known for blending scientific innovation with powerful brand development, Aaron Hefter continues to play a significant role in shaping the ~~acquisition~~future of ~~Gummy~~nutraceuticals, ~~USA~~ingestible ~~LLC~~beauty, ~~there~~sports ~~are~~nutrition, noand ~~transactions~~functional ~~with~~wellness ~~related~~products ~~persons~~on a global scale.

On October 1, 2025, William Bossung resigned as a member of our Board of Directors.

Section 9 – Financial Statements and Exhibits.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of business or funds acquired.

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		~~Rescission~~Acquisition Agreement ~~and General Mutual Release~~ dated ~~September~~May 2615, ~~2025~~2026
10.2		~~Agreement~~Secured ~~and~~Promissory ~~Plan~~Note ~~of Merger~~ dated ~~September~~May 3016, ~~2025~~2026 in the principal amount of $165,000
10.3		Secured Promissory Note dated May 15, 2026 in the principal amount of $629,000
10.4		Consulting Services Agreement with Aaron Hefter dated May 15, 2026
10.5		Exchange Agreement dated May 15, 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.

	Healthy Extracts Inc.
Dated: October 2, 2025	/s/ Kevin “Duke” Pitts
Dated: May 18, 2026	/s/ Kevin “Duke” Pitts
	By:Kevin “Duke” Pitts
	Its:President

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