8-K
Kaya Holdings, Inc. (KAYS)
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): October21, 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,<br><br> <br>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.
Item5.01 Changes in Control of Registrant.
As described in “Item 8.01 Other Events,”****in a press release issued on October 21, 2025, KAYS announced, among other matters, that it has entered into both debt reduction and debt conversion agreements with its debt holders to convert over 90% of its existing debt into equity in order to improve its balance sheet in connection with the planned implementation of its recently announced digital assets treasury strategy.
Pursuant to such debt reduction and debt conversion agreements, the Company issued a total of 642,868,838 shares of its common stock in satisfaction of $13,979,148 of debt to various debt holders, including 581,914,466 shares to CVC International Ltd., a Cayman Islands company (“CVC”) in conversion $11,638,289 million in principal and interest for convertible notes held by CVC.
As has been previously disclosed, CVC has been the principal source of capital for the Company since 2014, providing an aggregate in excess of $10,000,000 of debt financing since that time. CVC converted the debt at the request of the Company in order to clean up the balance sheet and position the Company to proceed with its business plan of developing its new cryptocurrency subsidiary and potentially implementing its digital assets treasury strategy.
CVC now holds approximately 56.19% of the voting power of the Company’s capital stock and accordingly a “Change in Control” of the Company has deemed to have taken place.
Item8.01 Other Events.
On October 21, 2025, KAYS issued a press release updating the development of its cryptocurrency subsidiary and digital assets treasury strategy. The release also announced that the Company had it has entered into both debt reduction and debt conversion agreements with its debt holders to convert over 90% of its existing debt into equity in order to improve its balance sheet in connection with the planned implementation of its digital assets treasury strategy.
A copy of the press release is filed with this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated October 21, 2025 |
| 104 | Cover Page Interactive<br> 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: October 23, 2025 | KAYA HOLDINGS, INC. | |
|---|---|---|
| By: | /s/<br> Craig Frank | |
| Craig<br> Frank,<br><br> <br>Chief<br> Executive Officer |
Exhibit99.1
KayaHoldings, Inc. Releases Update on Development of Cryptocurrency Subsidiary and Digital Assets Treasury
**Ft.Lauderdale, FL /ACCESS Newswire/ October 21, 2025 /**Kaya Holdings, Inc. (OTCQB:KAYS) (the “Company” or “KAYS”) confirmed that its newly formed cryptocurrency operating subsidiary is conducting ongoing discussions with cryptocurrency foundations and other entities/individuals through its representatives Thomas Gaffney of Conduit Advisors (“Thomas”) and the team at Greentree Financial Group (“Greentree”) to develop a strategy for becoming a Digital Asset Treasury Company (“DATCO”).
Thomas is a seasoned corporate attorney and capital markets strategist with extensive experience in the digital asset sector and has worked on billion-dollar transactions with leading venture firms in the crypto space, including Polychain Capital, VanEck, Frictionless Capital, EV3, and others. The Greentree Team has been involved with a number of recent high profile crypto treasury deals both as an investor and as a financial advisor, providing introductions to and working with registered broker-dealers and investment banking firms that have provided investment capital to companies that have built crypto treasuries.
While the Company has not yet entered into a definitive agreement with any third party, Thomas and the Company’s representatives are exploring opportunities with two different groups introduced by Thomas. The Company also plans to engage in dialogue with other cryptocurrency foundations.
KAYSSeeks Potential Cryptocurrency Candidates for Joint Venture Partnership Leading to a Kaya Holdings DATCO
The Company is seeking to develop a joint venture with one or more of the top 200+/- crypto currencies as ranked by market cap. The preferred candidate(s) would most likely be built on the Solana Network (Solana, with its high throughput offers low transaction costs, is ideal for smart contracts, offers optimal strategies for liquidity, lending and leveraged trading, and is user friendly with an emphasis on security), or the Ethereum or Polygon Networks, which both have significant advantages as well. Interested cryptocurrency foundations and other entities and individuals involved with cryptocurrency organizations are urged to reach out to info@kayaholdings.com and open a confidential dialogue.
WhyWould Investors Buy a DATCO Instead of the Underlying Cryptocurrency?
One of the structural tailwinds supporting the DATCO model is the regulatory limitation on direct crypto exposure faced by large institutional allocators. As economist Lyn Alden notes in “The Rise of Bitcoin Stocks and Bonds,” trillions of dollars in global capital are managed under mandates that prohibit direct ownership of digital assets but permit investments in publicly listed equities. For these investors (pensions, sovereign wealth funds, endowments), DATCOs offer compliant access to crypto exposure, and their share prices often reflect this scarcity. Instead of just buying the crypto already on the balance sheet, investors are buying the regulatory arbitrage and capital formation flywheel these companies represent.
JointVenture and the Path Forward
When and if a a joint venture is established and the Company begins to bring yield generating digital assets onto its balance sheet, the goal is for the Company to work towards an uplisting to the Nasdaq Stock Market LLC. Nasdaq is a much more mature and sophisticated trading market with access to a large number of potential investors which could potentially assist the Company in fully implementing its Digital Asset Treasury strategy in a relatively short period of time.
The Company confirms it has entered into both debt reduction and debt conversion agreements with its debt holders to convert over 90% of its existing debt into equity, so as to provide a much cleaner balance sheet for the potential joint venture and restructuring to a DATCO.
Additionally, the Company has begun to reach out to different entities in Grand Cayman, a leading global offshore financial center, to help build out its planned cryptocurrency operations. In recent years, Grand Cayman and the Cayman Islands have emerged as a Cryptocurrency and Digital Assets Financial Center, and the Company is working to leverage its contacts there for both potential investment in the cryptocurrency subsidiary and access to cryptocurrency trading and service platforms.
AboutGreentree Financial Group (https://gtfinancial.com) and L&L CPAs (https://llcpas.net)
Founded in 1999, Greentree is a family office with locations in Plantation, Florida and Cornelius, North Carolina. Greentree is not a broker dealer or registered investment advisor but aids high-growth companies in accessing the U.S. capital markets through a public listing or uplisting to a senior exchange and assists numerous public companies with their ongoing periodic compliance filing needs.
KAYS has worked with another entity associated with Greentree, L&L CPAs (“L&L”), since 2014 when L&L first served as the Company’s independent registered public accounting firm and subsequently provided KAYS with outsourced CFO and accounting services. The staff at both Greentree and L&L have a deep background in various aspects of public company finance and have extensive experience in providing accounting to numerous public companies and companies in the process of becoming public or uplisting to a senior exchange. Their clients have shares listed for trading on the Nasdaq Stock Market LLC, NYSE American, the Shanghai Stock Exchange and the Hong Kong Stock Exchange.
AboutConduit Advisors and Thomas Gaffney
Conduit combines legal acumen, capital markets experience, and deep knowledge of digital asset markets. This combination enables clients to institutionalize their crypto strategy, minimize risk, and position themselves as forward-thinking leaders in the digital asset economy.
Thomas Gaffney, founder of Conduit, is a seasoned corporate attorney and capital markets strategist with extensive experience in the digital asset sector. He has advised both private and publicly traded companies on institutional-grade crypto treasury strategies, equity line financings, token warrant arrangements, and governance frameworks for digital assets. Over the course of his career, Thomas Gaffney has worked on billion-dollar transactions with leading venture firms in the crypto space, including Polychain Capital, VanEck, Frictionless Capital, EV3, and others. His experience spans token financings, venture investments, SAFEs with token rights, and SPAC/PIPE integrations, as well as advising issuers on allocation models, custody solutions, and covered-call strategies for large-scale digital asset portfolios. With this unique combination of legal expertise, capital markets experience, and hands-on Web3 knowledge, Mr. Gaffney delivers the institutional credibility and executional capacity needed to help companies develop and implement forward-looking digital asset strategies.
AboutKaya Holdings, Inc.( https://kayaholdings.com)
Kaya Holdings, Inc is a fully reporting, US-based publicly traded company, listed for trading on the OTCQB market under the symbol KAYS. KAYS is a holding company with historical operations in cannabis and biofuels.
InvestorCaution
The ability of KAYS to develop, launch and implement its proposed Digital Assets Strategy and related cryptocurrency operations is dependent on the various factors, including, with the assistance of Greentree and Conduit, satisfying or converting the Company’s existing indebtedness into equity and otherwise restructuring the Company’s capital to support a Digital Assets Treasure strategy, identifying and negotiating the acquisition of digital assets and financing the acquisition and implementation of the strategy. Accordingly, there can be no assurance that KAYS can successfully develop, launch and implement its proposed cryptocurrency
Forward-LookingStatements
This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe,” “estimate,” “project,” “expect” or similar statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, acceptance of the Company’s current and future products and services in the marketplace, the ability of the Company to develop effective new products and receive regulatory approvals of such products, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
Contact: W. David Jones 561-400-1971
SOURCE: Kaya Holdings, Inc.