UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): ~~March~~ April 1329, 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~~☐ Soliciting ~~registered~~material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: ~~None~~(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 (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. ☐

~~SECTION~~Securities 1registered –pursuant ~~Registrant’s~~to ~~Business~~Section ~~and~~12(b) ~~Operations~~of the Act: None

~~Item~~CAUTIONARY ~~1.01~~STATEMENT ~~Entry~~CONCERNING ~~into~~FORWARD aLOOKING ~~Material~~STATEMENTS ~~Definitive Agreement~~

OnThis ~~March~~Current 13Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements provide the Company’s current expectations and forecasts about future events. Forward-looking statements may be identified by the use of words such as “expect,” ~~2025~~“believe,” we“will,” ~~entered~~“would,” ~~into~~“should” aor ~~Debt~~comparable ~~Exchange~~terminology ~~Agreements~~or ~~with~~the ~~each~~negative of ~~Chris~~these ~~Giordano~~words, ~~our~~or ~~President~~by ~~and~~discussions ~~Director,~~of strategy. While the Company believes its assumptions and ~~Paul~~expectations ~~Serbiak~~underlying forward-looking statements are reasonable, ~~our~~there ~~Chief~~can ~~Executive~~be ~~Officer~~no assurance that actual results will not be materially different. Risks and ~~Director~~uncertainties that could cause actual results to differ include, ~~pursuant~~without limitation, failure to ~~which~~consummate ~~they~~or ~~converted~~delays anin ~~aggregate~~consummating ofthe $2transactions described herein,~~000~~ transaction costs associated with the transactions described herein,~~000~~ inunexpected ~~debt~~losses ~~held~~of economies of scope or scale as a result of the transactions described herein, a decrease or adjustment in ~~our~~the ~~company~~purchase ~~into~~price ~~equity~~or other amendment to the definitive agreements for the transactions described herein, failure to obtain necessary governmental approvals for the transactions described herein, and other ~~consideration~~risks and uncertainties included in reports the Company files with or furnishes to the Securities and Exchange Commission. The Company cautions you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect the Company’s view only as ~~set~~of ~~forth~~the ~~below~~date of this report. The Company undertakes no obligation to update any forward-looking information.

~~Under~~SECTION ~~his Debt Exchange Agreement, Mr. Giordano converted a total of $~~1~~,500,000~~ in debt into fifty thousand nine hundred and ten (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~~REGISTRANT'S ~~two~~BUSINESS ~~hundred~~AND ~~and nine ($227,209) United States dollars.~~ OPERATIONS

~~Under~~ITEM ~~his Debt Exchange Agreement, Mr~~1.01 ~~Serbiak converted a total of $500,000 in debt into twenty~~-~~nine~~ ~~thousand~~ENTRY ~~ninety~~INTO ~~(29,090)~~A ~~shares~~MATERIAL ofDEFINITIVE 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 principal amount of twenty-two thousand seven hundred and two ($22,702) United States dollars. AGREEMENT

~~The~~As ~~foregoing~~previously ~~description~~reported, ofon June 20, 2023, Authentic Holdings, Inc. (the ~~Debt~~“Company”), ~~Exchange~~signed ~~Agreements~~an ~~and~~Asset ~~Secured~~Purchase ~~Promissory~~Agreement ~~Notes~~with ~~does~~Goliath ~~not~~Motion ~~purport~~Picture toPromotions beowned ~~complete~~by ~~and~~Priscella isCooper ~~subject~~(the to“Seller”). Since execution, ~~and~~however, ~~qualified~~the infulfillment ~~its~~of ~~entirety~~the byAsset ~~reference~~Agreement has not been possible because the Assets could not be entirely conveyed to, Buyer as intended by the ~~full~~parties. Therefore, ~~text~~on ofMay 10, 2024, the ~~Debt~~parties ~~Exchange~~entered ~~Agreements~~into an Amended Asset Purchase Agreement, ~~which~~to ~~are~~be ~~filed~~effective as ~~Exhibits~~of ~~10.1~~December 31, 2023, to convert the purchase of Assets to a license to use those Assets for a period of 10.2 years in consideration for 100,000 ~~4.1~~shares ~~and~~of ~~4.2~~Series ~~hereto~~D ~~and~~Preferred ~~incorporated~~Stock ~~herein~~of bythe ~~reference~~Company.

~~SECTION~~On 3April –29, ~~SECURITIES~~2025, ~~AND~~the ~~TRADING~~Company ~~MARKETS~~signed and closed a new Asset Purchase Agreement (the “Purchase Agreement”) with Goliath Motion Picture Promotions owned by Seller to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provides that the Seller shall exchange the 100,000 shares of Series D Preferred Stock for 100,000 shares of the Buyer’s newly established Series F Preferred Stock.

~~Item~~On 3the Closing Date, pursuant to the Purchase Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”).02 ~~Unregistered~~As ~~Sales~~a result of ~~Equity~~the ~~Securities~~Purchase Agreement and the acquisition of the Assets, the Company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships.

~~The~~Maybacks ~~information~~Global ~~set~~Entertainment, ~~forth~~a insubsidiary ~~Items~~of ~~1.01~~the Company, has already been utilizing the Assets under the previous license and 3will continue to utilize the Assets, now acquired, to further its business plan.03 isMaybacks ~~incorporated~~has ~~into~~Vast ~~this~~Tag ~~Item~~ad 3driven “Rev-Share” partnerships with very large groups such as “Whale TV,” which controls through its Operating System over 41 million homes spread across 400 plus Smart TV manufacturers.02 byIn ~~reference~~addition, Maybacks also has a rev share agreement with LIME X, another content global distribution platform, which has had over 100 million downloads of its streaming app. Maybacks expect to launch its Vast Tag ad programs with both entities in early May 2025.

~~The~~As ~~issuance~~a result of now owning the ~~above~~Assets, ~~shares~~Maybacks ~~was~~is ~~made~~now in ~~reliance~~the ~~upon~~final anstages ~~exemption~~of ~~from~~negotiations ~~registration~~with ~~pursuant~~HISENSE toGROUP ~~Section~~Ltd. 4(for a~~)(2)~~ ~~under~~Vast ~~the~~Tag ~~Securities~~ad ~~Act~~partnership ofwith ~~1933~~their ~~and/or Regulation D promulgated thereunder~~organization.

~~Item~~In ~~3.03~~addition, ~~Material~~Maybacks ~~Modification~~is ofin ~~Rights~~the ofprocedures ~~Security~~and ~~Holders~~testing phase with another streaming industry player to distribute content in conjunction with another Vast Tag ad partnership, which is expected to be driven by an additional multimillion-person subscriber audience.

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

OnThe ~~March~~Purchase 13Agreement contains customary representations and warranties of the parties, ~~2025~~including, ~~pursuant~~among others, with respect to ~~our~~corporate ~~Articles~~organization, ofcapitalization, ~~Incorporation~~corporate authority, ~~our~~financial ~~Board~~statements and compliance with applicable laws. The representations and warranties of ~~Directors~~each ~~voted~~party toset ~~designate~~forth ain ~~class~~the Purchase Agreement were made solely for the benefit of ~~preferred~~the ~~stock~~other ~~entitled~~parties ~~Series~~to Ethe ~~Preferred~~Purchase ~~Stock~~Agreement, ~~consisting~~and investors are not third-party beneficiaries of upthe toPurchase ~~eighty~~Agreement. ~~thousand~~In addition, such representations and warranties (80a) are subject to materiality and other qualifications contained in the Purchase Agreement,~~000~~ which may differ from what may be viewed as material by investors, (b) ~~shares.~~were ~~The~~made ~~Certificate~~only as of ~~Designation~~the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the ~~Series~~purpose Eof ~~Preferred~~allocating ~~Stock~~risk ~~contains~~between the ~~following~~parties ~~features:~~rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses.

~~1) No voting rights; 2) No dividend rights except as may be declared by the Board in its sole and absolute discretion; 3)~~ The ~~holders~~foregoing ofdescription ~~Series E Preferred Stock shall be entitled to participate in any distribution out~~ of the ~~assets~~Purchase ofAgreement ~~our~~does ~~company~~not inpurport ~~an amount equal~~ to ~~$25 (the “Stated Value”) for each share of Series E Preferred Stock before any distribution or payment shall~~ be ~~made~~complete ~~to the holders of any 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)is Insubject ~~the event of both (i) an uplist~~ to ~~a national exchange~~, and ~~(ii)~~qualified ~~net~~in ~~income~~its ofentirety ~~the~~by ~~Corporation~~reference ~~of no less than $1~~to,~~000,000~~ ~~in a 12 month period,~~ the ~~80,000~~full ~~outstanding~~text ~~share~~ of ~~Series E Preferred Stock held by~~ the ~~holders~~Purchase ~~shall~~Agreement, ~~automatically~~which ~~convert~~is ~~into~~filed ~~55%~~as ofExhibit ~~the~~2.1 ~~issued~~hereto and ~~outstanding~~incorporated ~~common~~herein ~~shares~~by ~~of our company~~reference.

~~The~~SECTION ~~full~~2 ~~rights~~– ~~afforded~~FINANCIAL to the holders of Series E Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on March 13, 2025, attached hereto as Exhibit 3.1, and is incorporated by reference herein. INFORMATION

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

~~SECTION~~The 5information –set ~~CORPORATE~~forth ~~GOVERNANCE~~in ~~AND~~Item ~~MANAGEMENT~~1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.

~~Item~~SECTION ~~5.03~~3 ~~Amendments~~- toSECURITIES ~~Articles~~AND ofTRADING ~~Incorporation or Bylaws~~MARKETS

~~The~~ITEM ~~disclosures set forth in Item~~ 3.03 ~~are~~MATERIAL ~~incorporated~~MODIFICATION byOF ~~reference~~RIGHTS ~~into~~OF ~~this~~SECURITY ~~Item 5.03.~~HOLDERS

~~Section~~On 9April –29, ~~FINANCIAL~~2025, ~~STATEMENTS~~the ~~AND~~Board ~~EXHIBITS~~of Directors created, out of the available shares of preferred stock, par value $0.001 per share, a series of preferred stock known as “Series F Preferred Stock” consisting of 100,000 shares.

~~Item~~Under 9the terms of the Certificate of Designation for the Series F Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion.01 ~~Financial~~The ~~Statements~~Series F Preferred Stock shall not have voting rights except as it pertains to altering the rights associated with the Series F Preferred Stock. The Series F Preferred Stock shall have a stated value of $110 per share (the “Stated Value”) and ~~Exhibits~~each share shall be entitled to a preference over the common stock, the Series B Preferred Stock, and the Series C Preferred Stock of the Stated Value upon the liquidation, dissolution and winding up of the Company, but not the Series E Preferred Stock. Each share of Series F Preferred Stock shall be convertible, at any time after three years of issuance or immediately in the event of a change in control at the option of the Holder thereof, into that number of shares of common stock (subject to a beneficial ownership limitation of up to 9.99%) determined by dividing the Stated Value by the Conversion Price, which is closing price of the common stock of the Company on the OTC, on the day immediately prior to the conversion.

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)

The rights of the holders of Series F Preferred Stock are defined in the relevant Certificate of Designation for the Series F Preferred Stock filed with the Nevada Secretary of State on May 1, 2025, attached hereto as Exhibit 3.1 and is incorporated by reference herein.

SECTION 3 – SECURITIES AND TRADING MARKETS

~~SIGNATURES~~ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin ~~the~~Item ~~Securities~~1.01 ~~Exchange Act~~ of ~~1934,~~this ~~the~~Current ~~registrant~~Report ~~has~~on ~~duly~~Form ~~caused~~8-K ~~this~~that ~~report~~relates to bethe ~~signed~~unregistered onsales ~~its~~of ~~behalf~~equity securities is incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~3.02.

	Authentic Holdings, Inc.
Date: March 13, 2025	By:	/s/ Chris Giordano
	Name:	Chris Giordano
	Title:	President

4Upon the filing of the Certificate of Designation for the Series F Preferred Stock, the Company will issued a total of 100,000 shares of Series F Preferred Stock in connection with the Purchase Agreement, in exchange for the investor’s 100,000 shares of Series D Preferred Stock.

The issuance of the shares is exempt from registration in reliance upon Sections 3(a)(9), 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

The information set forth in Items 1.01 and 3.01 of this Current Report on Form 8-K that relates to the Certificate of Designation for the Series F Preferred Stock is incorporated by reference into this Item 5.03.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description
2.1		Asset Purchase Agreement
3.1		Certificate of Designation for the Series F Preferred Stock
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: May 1, 2025	By:	/s/ Paul Serbiak
	Name:	Paul Serbiak
	Title:	Chief Executive Officer

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