HYEX 8-K
Healthy Extracts Inc. (HYEX)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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.
Convertible Notes and Warrants
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 61,847 shares of our common stock at an exercise price of $5.64 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.
Effective October 31, 2023, we entered into a First Amendment to each of the convertible notes, extending the Maturity Dates to April 23, 2024 and April 24, 2024 and increasing the original issue discount to 20%.
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
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10.1 |
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10.2 |
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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. |
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Dated: November 6, 2023 | /s/ Kevin “Duke” Pitts |
| By:Kevin “Duke” Pitts |
| Its:President |
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FIRST AMENDMENT TO
10% OID PROMISSORY NOTE
This First Amendment to the 10% OID Promissory Note (this “Amendment”) is entered into on October 31, 2023 (the “Execution Date”) and effective as of October 23, 2023 (the “Effective Date”) by and between Healthy Extracts, Inc., a Nevada corporation (the “Borrower”), and Sixth Borough Capital Fund, LP (the “Holder”) (individually a “Party,” and collectively the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Securities Purchase Agreement dated as of January 24, 2023 (the “Agreement”);
WHEREAS, the Borrower executed a 10% OID Promissory Note in favor of Holder in the original principal amount of $111,111 and an Original Issue Date of January 23, 2023, pursuant to the Agreement (the “Note”);
WHEREAS, Capitalized terms not defined in this Amendment shall have the meaning assigned to them in the Agreement, Note, or other documents executed in connection therewith; and
WHEREAS, the Parties desire to amend the Note as set forth herein.
NOW THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follow:
AGREEMENT
1.Effective as of the Effective Date, the Maturity Date (as defined the Note) is hereby extended from October 23, 2023 to April 23, 2024 (the “Maturity Date Extension”).
2.As consideration for the Maturity Date Extension, effective as of the Effective Date, the Original Issue Discount is increased from ten percent (10%) (or $11,111) to twenty percent (20%) (or $22,222).
3.Except as set forth in this Amendment, the terms and conditions of the Note shall remain in full force and effect.
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the Execution Date.
“Borrower” |
| “Holder” | ||
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Healthy Extracts, Inc., |
| Sixth Borough Capital Fund, LP | ||
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/s/ Kevin “Duke” Pitts |
| /s/ Robert D. Keyser, Jr. | ||
By: | Kevin “Duke” Pitts |
| By: | Robert D. Keyser, Jr. |
Its: | President |
| Its: | President |
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FIRST AMENDMENT TO
10% OID PROMISSORY NOTE
This First Amendment to the 10% OID Promissory Note (this “Amendment”) is entered into on October 31, 2023 (the “Execution Date”) and effective as of October 24, 2023 (the “Effective Date”) by and between Healthy Extracts, Inc., a Nevada corporation (the “Borrower”), and Walleye Opportunities Master Fund, Ltd (the “Holder”) (individually a “Party,” and collectively the “Parties”).
RECITALS
WHEREAS, the Parties entered into a Securities Purchase Agreement dated as of January 24, 2023 (the “Agreement”);
WHEREAS, the Borrower executed a 10% OID Promissory Note in favor of Holder in the original principal amount of $277,778 and an Original Issue Date of January 24, 2023, pursuant to the Agreement (the “Note”);
WHEREAS, Capitalized terms not defined in this Amendment shall have the meaning assigned to them in the Agreement, Note, or other documents executed in connection therewith; and
WHEREAS, the Parties desire to amend the Note as set forth herein.
NOW THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follow:
AGREEMENT
1.Effective as of the Effective Date, the Maturity Date (as defined the Note) is hereby extended from October 24, 2023 to April 24, 2024 (the “Maturity Date Extension”).
2.As consideration for the Maturity Date Extension, effective as of the Effective Date, the Original Issue Discount is increased from ten percent (10%) (or $27,778) to twenty percent (20%) (or $55,556).
3.Except as set forth in this Amendment, the terms and conditions of the Note shall remain in full force and effect.
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the Execution Date.
“Borrower” |
| “Holder” |
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Healthy Extracts, Inc., |
| Walleye Opportunities Master Fund, Ltd |
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/s/ Kevin “Duke” Pitts |
| /s/ William England |
By:Kevin “Duke” Pitts |
| By: William England |
Its:President |
| Its: CEO of the Investment Manager |
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