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): ~~April 24,~~September 17, 2025

Kaya Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-177532		90-0898007
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

915 Middle River Drive, Suite 316,

Fort Lauderdale, FL

33304

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (954) 480-1270

(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 Company 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ 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
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. ☐

As used in this Current Report on Form 8-K (the “Report ”), the terms “KAYS,” the “Company,” “we ,” “us” and “our” refer to Kaya Holdings, Inc. and its owned and controlled subsidiaries, unless the context indicates otherwise.

Item 5 8.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Effective~~On September ~~April 24~~17, 2025, ~~Carrie~~KAYS ~~Schwarz~~issued ~~stepped~~a ~~down~~press asrelease aannouncing ~~director~~that it had engaged Greentree Financial Group, Inc. and Conduit Advisors, LLC to assist the Company with the development of a new cryptocurrency operating subsidiary through which the Company will seek to develop, launch and implement of a Digital Assets Treasury (DAT) strategy and related cryptocurrency operations.

~~SIGNATURES~~A copy of the press release is filed with this Report as Exhibit 99.1.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~Item 9.01 ~~Registrant~~Financial ~~has~~Statements ~~duly~~and ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

Dated: April 28, 2025	KAYA HOLDINGS, INC.
	By:	/s/ Craig Frank
		Craig Frank, Chief Executive Officer

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 17, 2025
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.


Dated: September 22, 2025	KAYA HOLDINGS, INC.

	By:	/s/ Craig Frank
		Craig Frank, Chief Executive Officer

Filing Compare · Kaya Holdings, Inc.