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): December 31, 2020
| 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.) |
| 916 Middle River Drive, Suite 316,<br><br> <br>Fort Lauderdale, FL | 33304 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s<br> telephone number including area code: (954) 892-6911 | ||
| --- | ||
| (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))
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. ☐
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 |
As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “the Company,” “KayaHoldings, Inc.,” “we,” “us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.
ForwardLooking Statements
Information contained in the Letter to Stockholders attached as Exhibit 99.1 to this Current Report on Form 8-K contains “forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act ”). These forward-looking statements are generally identifiable by use of the words “ may ,” “ will ,” “ should ,” “ expect ,” “ anticipate ,” “ estimate ,” “ believe ,” “ intend ” or “ project ” or the negative of these words or other variations on these words or comparable terminology.
The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.
Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Item8.01 Other Matters.
| Item 8.01 | Other Events. |
|---|
On December 31, 2020, KAYS transmitted to its stockholders a letter containing our CEO’s 2020 Year-End Statement, which updated stockholders on the Company and its business developments as of year-end, including developments with respect to the Company’s legal cannabis cultivation and production projects in Israel and Greece.
A copy of the Company’s letter to stockholders dated December 31, 2020 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No | Description |
|---|---|
| 99.1 | Letter to Stockholders dated December 31, 2020 |
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:<br> December 31, 2020 | KAYA HOLDINGS, INC. | |
|---|---|---|
| By: | /s/<br> Craig Frank | |
| Craig Frank,<br><br> <br>Chief Executive Officer |
Exhibit 99.1
CEO’sYear End Statement
Dear Stockholders,
It is my hope that you and your loved ones are healthy and that you are enjoying this holiday season, with hopes toward a safer 2021.
This past year has been pivotal for Kaya Holdings as we continue to execute our strategic plan to secure our place as a leader in the cannabis sector and claim our share of market value.
We havethe history. KAYS was the very first publicly-held touch-the-plant cannabis company to trade on a U.S. exchange. We began at a time when authority reaction to cannabis photos in an SEC Annual Report on Form 10-K could not be fully measured. We were there at the dawn of an industry emerging from the black market, through the grey market and into a new, highly regulated and rapidly evolving environment.
We havethe experience. KAYS has spent the past 7 years – and relatively minor amounts of money – (a) honing its cannabis retailing concept and operational guidelines, (b) developing commercial scale cannabis cultivation protocol for greenhouse and indoor environments while experimenting with hundreds of strains, and (c) formulating and designing 18 proprietary brands of cannabis and cannabis products. The Company used its vertical loop to gain knowledge and experience in strain preferences, product favorites, product requirements, brand efficacy, selection and product mix, and pricing variants. We studied operational protocol for stress points as we increased size and scope and made operational adjustments to mitigate risks.
We havethe opportunities. As we honed our skills we sought out opportunities in places we thought had the potential to be long-term cannabis centers. We wanted inroads to the European market – clearly the Cannabis 2.0 epicenter - and we wanted access to technologies and know-how that improved upon and formalized our more anecdotal understandings. Our Greek and Israeli projects, upon their completion, have the potential to provide KAYS with significant production capacity, direct access to the EU market and a front row seat to cutting Israeli technologies.
The first wave of legal cannabis enterprises (“Cannabis 1.0”) delivered all the benefits and deficits Round One of an exciting new industry with incredible potential inevitably creates. As Cannabis 1.0 comes to an end – with leading companies merging, retracting operations, and struggling under tremendous debt, KAYS is actually uniquely positioned – with great opportunities and no real debt burden – to assume its position as a cannabis industry leader.
We have always tried to position the company for the future even while knowing that we would need to resist temptations to join the hype wagon, withstand the criticisms for missed chances because of our cautious pace, and risk losing relevancy by not actively seeking the limelight. Our understanding of the future of the cannabis industry and what we need to have in place to be sustainable and profitable have guided us. Interestingly, BDC Analytics, a Colorado based cannabis research company, in their report, “Cannabis Industry Investment Essentials” listed 5 areas of proficiency that will serve as the foundation of the future cannabis industry. They were:
- Large Scale Production
Our Greekproject, has the potential upon completion to provide up to 225,000 square feet of cannabis canopy, and our Israeli project, whencompleted will have 500,000 square feet of cannabis canopy.
- Production & Extraction
The Greekand Israeli projects, upon completion, are both planned to have 80,000 square foot processing and extraction facilities –for a combined 160,000 square feet of production facilities.
- Brands
KAYS hasdeveloped products and corresponding brands for a variety of extracted cannabis oil products, a wide selection of infused foodsand treats, creams and topicals, beverages, and a cannabis nutraceutical.
- Distribution
The Greekfarm has to potential to provide us with unfettered uninhibited access to the EU market, and the Greek entity has already signed4 purchase agreements with EU based distributors. The Israeli venture has 2 distributor purchase agreements in place.
- Retail
KAYS hasoperated its Kaya Shack™ retail brand for more than 6 years. Plans are in place for franchise offerings in Israel and theUnited States. The paperwork for the Canadian franchise program is complete and the Company will resume franchise efforts therepost-COVID.
During this coming year – 2021 – we expect to advance our international and U.S. based projects to solidify our place in the cannabis industry and allow us to exploit openings in the market as new markets emerge and once dominant market forces fade.
We spent the past 7 years positioning ourselves for this moment. Perhaps we were too quiet, and certainly we did not effectively communicate our progress – a weakness we plan to rectify with Zoom Updates to focus on specific projects. The first of these Zoom Updates, focusing on our Greek project, will be announced soon, and I hope everyone can attend and assist in spreading the word that “Here Comes KAYS”.
Wishing you and your loved one a safe, healthy, prosperous and joyous 2021.
Be well,
Craig Frank
CEO
Kaya Holdings, Inc.
Fort Lauderdale, Florida
December 31, 2020