Healthy Extracts Inc. Reports Multiple Material Events

TL;DR

Healthy Extracts Inc. filed an 8-K detailing asset deals, equity sales, and control changes.

AI Summary

Healthy Extracts Inc. filed an 8-K on October 2, 2025, reporting several material events. These include entering into and terminating definitive agreements, completing an acquisition or disposition of assets, and unregistered sales of equity securities. The company also reported changes in control, director/officer changes, and compensatory arrangements. The filing covers events up to September 26, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity for Healthy Extracts Inc., including potential changes in control and asset transactions, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions changes in control and unregistered sales of equity, which can introduce uncertainty and potential dilution.

Key Numbers

• 20250926 — Report Date (The date as of which the report's events occurred.)
• 20251002 — Filing Date (The date the 8-K was officially filed with the SEC.)

Key Players & Entities

• HEALTHY EXTRACTS INC. (company) — Registrant
• GREY CLOAK TECH INC. (company) — Former Company Name
• 0001630176 (company) — Central Index Key
• NV (state) — State of Incorporation

FAQ

Filing Documents

• hyex-20250926_8k.htm (8-K) — 34KB
• hyex_ex10z1.htm (EX-10.1) — 32KB
• hyex_ex10z2.htm (EX-10.2) — 169KB
• 0001096906-25-001627.txt ( ) — 392KB
• hyex-20250926_def.xml (EX-101.DEF) — 2KB
• hyex-20250926_lab.xml (EX-101.LAB) — 15KB
• hyex-20250926_pre.xml (EX-101.PRE) — 9KB
• hyex-20250926.xsd (EX-101.SCH) — 2KB
• hyex-20250926_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Acquisition of Gummy USA LLC On July 19, 2025, we entered into a Membership Interest 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, we issued thirteen million seventy-five thousand nine hundred 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. 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 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. 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-

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02. 2 Section 3 – Securities and Trading Markets

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02. In connection with the transaction, effective as of September 30, 2025 and as consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the "Purchase Shares") which represents 77.5% of our issued and outstanding common stock after the transaction, to Donald Swanson, who was appointed as a member of our Board of Directors, Chairman, and as our President. 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. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and Swanson is an accredited and sophisticated shareholder. Section 5 – Corporate Governance and Management

01 Changes in Control of Registrant

Item 5.01 Changes 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 5.02 Departure 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 USA LLC in Item 1.01 and 1.02. In connection with, and as a material term of, the transaction, 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. Donald Swanson, age 67, was appointed as a member of our Board of Directors, Chairman, and as our Chief Executive Officer on September 30, 2025. Mr. Swanson was the founder and has been the CEO of Gummy USA LLC since its inception in 2021. Mr. Swanson brings over eight years of deep experience in pharmaceutical-grade manufacturing and gummy innovation. He has successfully designed and implemented state-of-the-art production facilities across multiple international locations, and his proprietary processes deliver unmatched precision. Under his 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. His expertise spans automated controls, advanced fluid dynamics, and blockchain-enabled product authentication, solving critical production inefficiencies and protecting brand integrity. There are no family relationships between any of our officers or directors. Other than the transactions in connection with the acquisition of Gummy USA LLC, there are no transactions with related persons. On October 1, 2025, William Bossung resign

01 Financial Statements and Exhibits

Item 9.01 Financial 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 Agreement and General Mutual Release dated September 26, 2025 10.2 Agreement and Plan of Merger dated September 30 , 2025 4

SIGNATURES

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 By: Kevin "Duke" Pitts Its: President 5

View Full Filing

View this 8-K filing on SEC EDGAR