Form 8-K HEALTHY EXTRACTS INC. For: Jan 24

0001630176 false 0001630176 2023-01-24 2023-01-24

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):

January 24, 2023

 

HEALTHY EXTRACTS INC.

(Exact name of registrant as specified in its charter)

 

Nevada		333-202542		47-2594704
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
7375 Commercial Way, Suite 125 Henderson, NV 89011 (Address of principal executive offices)  (zip code)
(702) 463-1004 (Registrant’s telephone number, including area code)

(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))

 

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. ¨

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Section 1 – Registrant’s Business and Operations

 

Item 1.01   Entry into a Material Definitive Agreement.

 

On January 24, 2023, we entered into a Securities Purchase Agreement for the sale of convertible notes in the aggregate principal amount of $388,888, and warrants to acquire 7,421,544 shares of our common stock at an exercise price of $0.04716 per share, to two investors. The Notes contained an original issue discount of 10%, and thus the proceeds to us was $350,000. The Notes do not bear interest unless we are in default, have a maturity date of October 24, 2023, and all amounts are payable on the maturity date. The Notes are convertible into our common stock at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.

 

Section 3 – Securities and Trading Markets

 

Item 3.02   Unregistered Sales of Equity Securities.

 

See disclosure in Item 1.01, above. 

 

The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation involved in the offerings, and the parties were either sophisticated or accredited.

 

Section 9 – Financial Statements and Exhibits.

 

Item 9.01Financial Statements and Exhibits. 

 

(d)Exhibits 

 

Exhibit No.		Name and/or Identification of Exhibit
10.1		Securities Purchase Agreement dated January 24, 2023
10.2		10% OID Promissory Note dated January 24, 2023
10.3		Common Stock Purchase Warrant dated January 24, 2023

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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: January 27, 2023	/s/ Kevin “Duke” Pitts
	By:Kevin “Duke” Pitts
	Its:President

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