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): ~~August~~November 2719, 2024

INTEGRATED VENTURES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55681

82-1725385

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

18385 Route 287, Tioga, PA		16946
412 East Madison Street, Suite 1122 Tampa, Florida		33602
(Address of principal executive offices)		(Zip Code)

(215) 613-9898

(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:

☐	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
N/A		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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Acquisition~~2024 ofEquity ~~Healthy~~and ~~Lifestyle~~Incentive Plan

On ~~August~~November 2919, 2024, Integrated Ventures, Inc. (the “Company”), ~~through~~approved ~~MedWell~~the ~~Direct,~~2024 ~~LLC~~Equity and Incentive Plan (“~~Medwell~~2024 Plan”). The 2024 Plan authorized 1,000,000 ashares ~~Nevada~~of ~~limited~~Common ~~liability~~Stock ~~company~~to ~~and~~be aissued ~~wholly-owned~~pursuant ~~subsidiary~~to awards. The approval of the plan will allow the Company, ~~consummated~~to ~~its~~provide ~~acquisition~~equity ofawards ~~51%~~as part of the ~~membership~~Company’s ~~interests~~compensation ~~(the~~program, ~~“Membership~~an ~~Interests”)~~important oftool ~~Healthy~~for ~~Lifestyle~~motivating, ~~USA~~attracting ~~LLC,~~and aretaining ~~Florida~~talented ~~limited~~employees ~~liability~~and ~~company~~for ~~(“Healthy~~creating ~~Lifestyle”),~~stockholder ~~pursuant~~value. The 2024 Plan will allow the Company to ~~execution~~significantly ~~and~~increase ~~delivery~~the cash component of employee compensation to attract and retain key employees. The Company believes that ~~certain~~long-term ~~membership~~incentive ~~interest~~compensation ~~purchase~~programs ~~agreement~~align the interests of management, ~~dated~~employees and stockholders to create long-term stockholder value. Equity plans such as the 2024 Plan increase the Company’s ability to achieve this objective, and, by allowing for several different forms of ~~August~~long-term 14incentive awards, ~~2024~~helps (the ~~“Purchase~~Company ~~Agreement”)~~to recruit, ~~between~~reward, ~~Medwell~~motive, ~~Healthy~~and ~~Lifestyle~~retain talented personnel, and that the ~~members~~approval (of the ~~“Selling~~2024 ~~Members”)~~Plan ofis ~~Healthy~~essential ~~Lifestyle~~to its continued success, and in particular, the ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor marks in which the Company will compete. Such awards are also crucial to the Company’s ability to motivate employees to achieve its goals.

The ~~purchase~~Plan ~~price~~will ~~for~~be administered by the ~~Membership~~Company’s ~~Interests~~Chief ~~was~~Executive ~~$350~~Officer,~~000,~~ ~~consisting~~with ofsuch ~~$250~~1,000 ~~in cash (the “Cash Payment”) and 97~~,~~087~~000 shares of the Company’s common stock (reserved for the ~~“Purchase~~grant ~~Shares”)~~of ~~with~~stock aoptions, ~~market~~both ~~value~~incentive ofstock ~~$100~~options and nonqualified stock options,~~000.~~ ~~The~~stock ~~number~~appreciation ofrights, ~~Purchased~~restricted ~~Shares~~stock, ~~was~~restricted ~~based~~stock onunits, ~~the~~and $1performance awards.03 ~~closing~~Unless ~~price~~the ofadministrator provides otherwise, the ~~Company’s~~2024 ~~common~~Plan ~~stock~~generally ondoes ~~the~~not ~~OTCQB~~allow ~~marketplace~~for onthe ~~August~~transfer ~~28,~~or ~~2024,~~disposal ~~the~~of ~~date~~awards ~~immediately~~and ~~preceding~~only the ~~closing date.~~recipient ~~The~~of ~~Selling~~an ~~Members~~award ~~are~~may ~~also~~exercise ~~entitled~~an toaward aduring ~~potential~~his ~~post-closing~~or ~~earn-out~~her ~~payment~~lifetime. ~~based~~Any onunauthorized ~~Healthy~~transfer ~~Lifestyle’s~~will ~~financial~~be ~~performance~~void.

~~Pursuant~~The topreceding ~~the~~description ~~Purchase~~of ~~Agreement,~~the ~~Medwell~~2024 ~~shall~~Equity ~~facilitate~~and ~~(i)~~Incentive anPlan ~~operating~~is ~~loan~~provided for ~~Healthy~~summary ~~Lifestyle~~purposes inonly ~~the~~and ~~aggregate~~are ~~amount~~qualified ofin ~~$182,000~~their ~~for~~entirety ~~working~~by ~~capital~~reference ~~and~~to ~~(ii)~~such anagreement, ~~advertising~~a ~~credit~~copy ~~line~~of ~~for~~which ~~Healthy~~is ~~Lifestyle~~filed uphere as Exhibit 10.1 to ~~$300,000~~this Current Report on ~~commercially~~Form ~~reasonable~~8-K ~~terms~~and ~~for~~are ~~advertising~~incorporated ~~expenses~~herein by reference.

Promissory Note

Effective August 27, 2024, Healthy Lifestyle made a promissory note in favor of Medwell (the “Note”) in the principal amount of $182,000, for working capital purposes, with such principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii) $60,000 15 days after such effective date of the Note and (iii)$80,000 45 days after such effective date of the Note. The Note shall not bear any interest, and the repayment of the principal amount is due on or before the six-month anniversary of the Note.

Line of Credit to Healthy Lifestyle

On August 27, 2024, Medwell entered into a line of credit agreement (the “Line of Credit Agreement”) with Healthy Lifestyle whereby Medwell agreed to loan Healthy Lifestyle $100,000 to be used exclusively for pay-per-click advertising (“PPC”). Pursuant to the Line of Credit Agreement, if Healthy Lifestyle repays the $100,000 loan amount and achieves a certain cost to acquire a customer (“CPA”) of $225 (not including marketing admin fees/commissions), Medwell shall lend Healthy Lifestyle $200,000 to be used exclusively for PPC, and if Healthy Lifestyle repays the $200,000 loan amount and achieves a CPA of $225, Medwell shall lend Healthy Lifestyle $300,000 to be used exclusively for PPC. Such $100,000 initial funding was made on August 27, 2024.

The principal amount of the loan bears interest at 0.00% per annum. The principal amount of the loan shall be due and payable in full on or before the six (6) month anniversary of August 26, 2024.

The preceding descriptions of the Purchase Agreement, the Note, and the Line of Credit Agreement are provided for summary purposes only and are qualified in their entirety by reference to such agreements, copies of which are filed, respectively, as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Acquisition of Healthy Lifestyle

The information contained in Item 1.01 of this Current Report about the Company’s acquisition of 51% of the membership interests of Healthy Lifestyle is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Promissory Note issued by Medwell Direct LLC to Healthy Lifestyle USA LLC
10.1		Integrated Ventures, Inc. 2024 Equity and Incentive Plan
4.2		Line of Credit Agreement between MedWell Direct, LLC and Healthy Lifestyle USA LLC
10.1		Membership Interest Purchase Agreement between MedWell Direct, LLC, Healthy Lifestyle USA LLC, and the Selling Members
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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.

	Integrated Ventures, Inc.
Dated: September 3, 2024	By:	/s/ Steve Rubakh
Dated: November 20, 2024	By:	/s/ Steve Rubakh
	Name:	Steve Rubakh
	Title:	Chief Executive Officer

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