UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~December~~March 413, ~~2024~~2025

Commission File Number: 000-52047

Authentic Holdings, Inc.

(Exact name of registrant as specified in its charter.)

Nevada		11-3746201
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

50 Division Street

Somerset NJ 08873

(Address of principal executive offices)

(732) 695-4389

(Registrant’'s Telephone number)

___________________________________________________

(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))

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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

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. ☐

~~CAUTIONARY~~SECTION ~~STATEMENT~~1 ~~CONCERNING~~– ~~FORWARD~~Registrant’s ~~LOOKING~~Business ~~STATEMENTS~~and Operations

~~This~~Item ~~Current Report on Form 8-K includes forward-looking statements which reflect management’s current views and estimates regarding the Company’s results of operations, among other matters~~1.01 ~~The~~Entry ~~words~~into “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the full reporting period results and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the SEC and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a ~~result~~Material ofDefinitive ~~new information, future developments or otherwise, except as may be required by any applicable securities laws.~~Agreement

~~SECTION~~On March 13, 2025, we entered into a Debt Exchange Agreements with each of Chris Giordano, our President and Director, and Paul Serbiak, our Chief Executive Officer and Director, pursuant to which they converted an aggregate of $2,000,000 –in ~~Financial~~debt ~~Information~~held in our company into equity and other consideration as set forth below.

~~Item~~Under 2his Debt Exchange Agreement, Mr.02 ~~Results~~Giordano converted a total of ~~Operations~~$1,500,000 in debt into fifty thousand nine hundred and ~~Financial~~ten ~~Condition~~(50,910) shares of our newly created Series E Preferred Stock, three hundred and fifty million (350,000,000) shares of our common stock, and a Secured Promissory Note issued by our company, in the principal amount of two hundred and twenty-seven thousand two hundred and nine ($227,209) United States dollars.

~~“Over~~Under his Debt Exchange Agreement, Mr. Serbiak converted a total of $500,000 in debt into twenty-nine thousand ninety (29,090) shares of our Series E Preferred Stock, thirty-five million (35,000,000) shares of our common stock, and a Secured Promissory Note issued by our company, in the ~~Air”~~principal ~~Revenue~~amount ~~Growth~~of ~~for~~twenty-two ~~October~~thousand seven hundred and ~~December~~two ($22,702) United States dollars.

InThe ~~September~~foregoing description of ~~2024,~~the weDebt ~~concluded~~Exchange ~~our~~Agreements ~~agreement~~and ~~with~~Secured ~~Worldlink~~Promissory ~~Media~~Notes indoes ~~favor~~not ofpurport ~~another~~to ~~media~~be ~~buying~~complete ~~agency~~and -is ~~Bauza~~subject ~~Media. As a result~~to, ~~instead~~and ofqualified ~~reporting~~in onits aentirety ~~“cash~~by ~~basis~~reference to,” asthe wefull ~~did~~text ~~with~~of ~~Worldlink~~the weDebt ~~are~~Exchange ~~now reporting on an “accrual basis~~Agreements,” which ~~allows~~are usfiled toas ~~invoice~~Exhibits ~~the~~10.1, ad10.2, ~~agencies~~4.1 ~~directly~~ and ~~then~~4.2 ~~book~~hereto ~~all~~and adincorporated ~~sales~~herein asby ~~receivables which we were not able to do with our arrangement with Worldlink Media~~reference.

InSECTION ~~addition to marketing Comfy TV, Bauza Media is now marketing our iCowboy and Movie Giant channels and has plans to start marketing additional channels in 2025. Maybacks has 31 channels of which only~~ 3 ~~are~~– ~~being~~SECURITIES ~~marketed~~AND atTRADING ~~this moment, which we believe leaves extraordinary growth potential as we continue to have the balance of the channels marketed in the future.~~ MARKETS

~~For~~Item ~~the period of October and November 2024, we collected $36,195 in ad revenue from our insert ad inventory sales~~3.02 ~~For~~Unregistered ~~the~~Sales ~~same~~of ~~period,~~Equity Bauza Media booked $99,821.35 in ad sales, which will be reported on our balance sheet and subsequently on our income statement as we collect on the invoices from the ad agencies. For the December “broadcast month,” which we are only in the first week, Maybacks has booked $82,209 in ad sales with three weeks left in the broadcast month. Securities

WeThe ~~are~~information ~~very~~set ~~encouraged~~forth ~~by this rapid growth~~ in adItems ~~revenue~~1.01 ~~for the three “Over the Air” channels that are being marketed~~ and ~~look~~3.03 ~~forward~~is toincorporated ~~adding~~into ~~additional~~this ~~channels~~Item in3.02 ~~2025~~by ~~to fuel the Company’s growth even further in the OTA side of the Maybacks business~~reference.

~~Streaming~~The ~~Revenue~~issuance ~~Model~~of tothe ~~Launch~~above shares was made in ~~late~~reliance ~~December~~upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and/or Regulation D promulgated thereunder.

~~Our~~Item ~~digital ads program aka Vast Tags was approved for on-ramping and launch with Whale TV https://www.whaletv.com/ yesterday December~~ 3~~, 2024~~.03 ~~Whale~~Material TVModification isof ~~the~~Rights ~~operating~~of ~~system~~Security ~~for over 400 Smart TV brands such as Phillips, JVC and RCA to name a few. Whale TV is our Vast Tag ad partner.~~ Holders

2The information set forth in Items 1.01 and 3.02 is incorporated into this Item 3.03 by reference.

~~Whale~~On ~~will~~March be13, ~~placing~~2025, apursuant ~~banner~~to adour ~~introducing~~Articles ~~iDreamCTV~~of onIncorporation, ~~the~~our ~~“Home~~Board ~~Screen”~~ of ~~every~~Directors ~~Smart~~voted TVto ~~that~~designate ~~operates~~a inclass ~~conjunction~~of ~~with~~preferred astock ~~Whale~~entitled TVSeries OSE ~~from~~Preferred ~~over~~Stock, ~~400~~consisting ~~manufacturers~~of up to eighty thousand (80,000) ~~which~~shares. ~~serve~~The ~~over~~Certificate 41of ~~million~~Designation ~~homes~~for ~~globally.~~the Series E Preferred Stock contains the following features:

We1) ~~are~~No ~~extremely~~voting ~~excited~~rights; 2) No dividend rights except as may be declared by the ~~potential~~Board ~~that~~in ~~exists~~its ~~with~~sole ~~Whale~~and ~~TV.~~absolute Wediscretion; ~~are~~3) ~~expecting~~The holders of Series E Preferred Stock shall be entitled to ~~engage~~participate in ~~other~~any ~~opportunities~~distribution ~~with~~out ~~them~~of the assets of our company in an amount equal to $25 (the ~~near~~“Stated ~~future~~Value”) ~~outside~~for each share of Series E Preferred Stock before any distribution or payment shall be made to the ~~area~~holders of ~~Vast~~any ~~Tags.~~common stock, Series B Preferred Stock or Series C Preferred Stock, but after any distribution or payment on account of the Series D Preferred Stock; and 4) In the event of both (i) an uplist to a national exchange, and (ii) net income of the Corporation of no less than $1,000,000 in a 12 month period, the 80,000 outstanding share of Series E Preferred Stock held by the holders shall automatically convert into 55% of the issued and outstanding common shares of our company.

~~Our~~The ~~impression~~full ~~after~~rights ~~speaking~~afforded ~~with~~to ~~Whale is that~~ the ~~opportunity~~holders ~~here~~of ~~could~~Series ~~very~~E ~~well~~Preferred ~~dwarf~~Stock ~~anything~~are wedefined ~~can do~~ in the ~~insert~~relevant adCertificate ~~arena~~of ~~and~~Designation ~~with~~filed ~~OTA. The last time we had an opportunity in the Vast Tag area was~~ with ~~LocalBTV, which went “dark” right before~~ the ~~launch.~~Nevada WeSecretary ~~were tracking the test runs at the equivalent~~ of 48State ~~million~~on ~~impressions~~March ~~per~~13, ~~month~~2025, ~~without~~attached ~~the~~hereto ~~global~~as ~~footprint~~Exhibit ~~that~~3.1, ~~Whale~~and TVis ~~brings~~incorporated toby ~~the~~reference ~~table~~herein.

We are also waiting for the new on-ramping transition to complete itself in January of 2025 at VIDAA, a division of Hisense, the world’s second largest TV manufacturer. The program will be very similar to what we already have with Whale TV except it would be strictly with Hisense Smart TV’s. 2

WeSECTION ~~hope~~5 ~~this~~– ~~gives~~CORPORATE ~~not~~GOVERNANCE ~~only~~AND ~~insight on what our 4th quarter is shaping up to being but a deeper look into where we are going in 2025 and beyond.~~ MANAGEMENT

3Item 5.03 Amendments to Articles of Incorporation or Bylaws

~~SIGNATURES~~The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.

~~Pursuant~~Section to9 ~~the~~– ~~requirements~~FINANCIAL ofSTATEMENTS ~~the~~AND ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~EXHIBITS

	Authentic Holdings, Inc.
Date: December 4, 2024	By:	/s/ Chris Giordano
	Name:	Chris Giordano
	Title:	President

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
3.1		Certificate of Designation for Series E Preferred Stock
4.1		Secured Promissory Note to Chris Giordano
4.2		Secured Promissory Note to Paul Serbiak
10.1		Debt Exchange Agreement with Chris Giordano
10.2		Debt Exchange Agreement with Paul Serbiak
104		Cover Page Interactive Data File (embedded within 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.

	Authentic Holdings, Inc.

Date: March 13, 2025	By:	/s/ Chris Giordano
	Name:	Chris Giordano
	Title:	President

Filing Compare · Authentic Holdings, Inc.