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): August 25, 2020
Kaya Holdings,Inc.
| (Exact name of registrant as specified in charter) | ||
|---|---|---|
| Delaware | 333-177532 | 90-0898007 |
| --- | --- | --- |
| (State or other Jurisdiction<br><br> of Incorporation) | (Commission File Number) | (IRS Employer<br><br> 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) 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting<br> material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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 |
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, and unless otherwise indicated, the terms “the Company,” “Kaya Holdings, Inc.,” “we,” “us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On August 25, 2020, KAYS issued a press release announcing that it has scheduled and commenced issuing reservation codes for an Online Shareholder Business Update, which is to be held on Wednesday, September 2, 2020 at 2:00 PM Eastern Time.
Seating for the webinar is limited so persons interested in participating should register now to reserve a place using the following link:
https://us02web.zoom.us/webinar/register/WN_fdKpjk8oTnWZeOzIwc2klw
Registered participants will receive a confirmation email containing information about joining the webinar. If a registered participant does not receive a confirmation email, the participant should contact KAYS via email at info@kayaholdings.com for assistance.
A copy of the press release is included as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No | Description |
|---|---|
| 99.1 | Press Release dated August 25, 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> August 26, 2020 | KAYA HOLDINGS, INC. | |
|---|---|---|
| By: | /s/<br> Craig Frank | |
| Craig Frank,<br><br> <br>Chief Executive Officer |
Exhibit99.1
KayaHoldings: Greek and Israeli Medical Cannabis Projects Zoom Update to be Held September 2, 2020
KAYSto report to shareholders on Q-2 results of operations, progress of medical cannabis cultivation projects in Greece and Israel,and other business developments
Fort Lauderdale, Florida -- August 25, 2020 -- **** Kaya Holdings, Inc., (“KAYS” or the “Company”) (OTCQB:KAYS), the first U.S. publicly traded company to vertically integrate cannabis retail, cultivation and processing operations announced today that it has scheduled and commenced issuing reservation codes for an Online Shareholder Business Update, which is to be held on Wednesday, September 2, 2020 at 2:00 PM Eastern Time.
Seating is limited so please register now using the following link to reserve your place for the program:
https://us02web.zoom.us/webinar/register/WN_fdKpjk8oTnWZeOzIwc2klw
After registering, you will receive a confirmation email containing information about joining the webinar. If you do not receive a confirmation email, please contact us via email at info@kayaholdings.com and we will assist you.
Participants will be able to view the presentation live on their computer, tablet or smartphone. The presentation is expected to last between 60-90 minutes and will feature online live discussion with Craig Frank, KAYS Chairman and CEO and W. David Jones, Senior Advisor for Business Development and Financial Operations, as well as live onsite reports from Management and Staff in Oregon, Greece and Israel.
Topics to be covered will include:
| 1. | Results<br> of Financial Operations for the three and six month periods ending June 30, 2020, as<br> reported on KAYS recently filed Form 10-Q. |
|---|---|
| 2. | Reports<br> on progress of our subsidiary Kaya Brands International, Inc.’s medical marijuana<br> cultivation projects in Greece and Israel. These two facilities, as currently envisioned<br> (and after obtaining successful financing, completing construction and obtaining final<br> requisite licensing), are configured to produce approximately 600,000 pounds of GMP Certified,<br> Premium Medical Grade, Cannabis annually for potential export to the European Union and<br> elsewhere. |
| --- | --- |
| 3. | Other<br> general business developments. |
| --- | --- |
“We have spent the last two years planning on the expansion of our business by developing international opportunities for KAYS. Management had determined that international projects would enable KAYS to leverage its 6+ years in the U.S. cannabis industry to foster growth and build increase shareholder value,” stated KAYS CEO Craig Frank. “We look forward on reporting KAYS’ progress shareholders.”
AboutKaya Holdings, Inc.(www.kayaholdings.com)
Kaya Holdings, Inc. ("KAYS") is a touch-the-plant vertically integrated legal cannabis company operating a number of majority-owned subsidiaries that retail, cultivate, produce and distribute premium medical and recreational cannabis products, including flower, concentrates, oils and extracts, cannabis-infused foods and beverages, topicals and cannaceuticals. KAYS is a fully reporting, US-based publicly traded company, listed for trading on the OTCQB Tier of the over-the-counter market under the symbol OTCQB:KAYS. ****
Summaryof Operations
KAYS corporate structure includes the following three majority-owned subsidiaries, each responding to various demands and opportunities in the cannabis industry:
MarijuanaHoldings Americas, Inc. owns the Kaya Shack™ brand of licensed medical and recreational marijuana stores (www.kayashack.com) and the Kaya Farms™ brand of cannabis production and processing operations that operate in the United States. Kaya BrandsUSA, Inc. owns a wide range of proprietary brands of cannabis extracts, oils, pre-rolls, topicals, food and beverages, cannaceuticals and related accessories. Kaya Brands International, Inc., was founded to serve as the vehicle for the Company's non-U.S. operations including retail franchising in Canada and cultivation activities in Greece and Israel.
MarijuanaHoldings Americas, Inc.- U.S. Cannabis Operations
KayaShack™ Retail Cannabis Stores
In 2014, KAYS became the first United States publicly-traded company to own and operate a Medical Marijuana Dispensary. KAYS presently operates two Kaya Shack™ OLCC licensed marijuana retail stores to service the legal medical and recreational marijuana market in Oregon, and is in the process of relocating a third retail cannabis license to serve as a delivery hub for the Eugene and Southern Oregon Cannabis Market.
KayaFarms™
Eugene,Oregon Indoor Grow, Processing & Cannaceutical Facility: The Company owns a 12,000 square foot Kaya Farms™ indoor grow and manufacturing facility in Eugene, Oregon, which serves as the Company’s center for cultivation trials, method experiments, genetic research and cannabis infused product development. The Company is presently conducting limited operations at this location under a Management Agreement with Sunstone Farms, the current licensee. Pending the successful acquisition and transfer of other existing OLCC Marijuana Production and Processing licenses, KAYS intends to build out the facility and ramp up to full production.
*Lebanon,Oregon Farm & Greenhouse Facility:*KAYS owns a 26-acre parcel in Lebanon, Linn County, Oregon which it intends to construct an 85,000-square-foot Kaya Farms™ greenhouse cultivation and production facility. To date KAYS has received Linn County Zoning approvals and upon issuance of OLCC Licensing it will begin construction. The farm is intended for immediate development and provides the Company with a potential additional capacity of more than 100,000 pounds annually, to be expanded once export from Oregon to other U.S. States and foreign countries where cannabis use is legal is permitted. Kaya Farms™ operates in accordance with a Grow Operations manual, as well as manuals for compliance, employment matters and safety.
KayaBrands USA, Inc.- Brand and Product Development
The Company maintains a genetics library of over 30 strains of cannabis and owns a number of proprietary brands in traditional and innovative cannabis categories including Kaya Buddies™ pre-rolls, Really Happy Glass™ cannabis accessories, and Kaya Gear™, company-related and cannabis-centric fashion. These brands are currently available at Kaya Shack™ stores.
The Company has made advances in the development of its Kumba Extracts™, Syzygy Extracts™, Pakalolo Juice Company™ Soothe Topicals™, Tony Giggles Pleasure Foods™ (frozen infused Italian entrees), Uptown Shaman™ (cannaceuticals), and Kaya Yums™ (chocolates, gummies, power bars) brands. Pending approval of our production and processing license, KAYS intends to begin a multi-state rollout planned in 2020 to the extent permitted by U.S. legal infrastructure. These brands are intended for all Kaya Shack™ stores, both corporate-owned and franchised.
KayaBrands International, Inc.- Foreign Cannabis Operations
After over six years of conducting "touch the plant" U.S. cannabis operations inside the strict regulatory confines of a public company, KAYS has formed a subsidiary, Kaya Brands International, Inc. ("KBI") to leverage its experience and expand into worldwide cannabis markets. KBI's current operations and initiatives include:
KayaKannabis- Kaya Farms™ Greece S.A. (“Kaya Farms Greece”, a Greek Corporation) is a majority owned subsidiary of KBI. The Company is in the final stages of completing their due diligence and expects to exercise their option (pursuant to terms of a previously disclosed 8-K filing) for Kaya Farms Greece to acquire a 50% interest in Greekkannabis, PC, an Athens, Greece based cannabis company which has received its license for the construction of a facility encompassing approximately 500,000 square feet of buildings on 15 acres of land outside of Athens, Greece to grow, process and export medical grade cannabis from Greece to the European Union and elsewhere.
KayaFarms™ Israel- Kaya Shalvah LTD (“Kaya Farms Israel”, an Israeli Corporation) is a majority owned subsidiary of KBI. Kaya Farms Israel is in the process of applying to various Israeli Government Agencies for a license to grow, process and export medical grade cannabis from Israel. Upon submission of the initial application to the Israeli Cannabis Authority, Kaya Shalvah intends to submit a bid to acquire 100 Dunams (approximately 25 acres) of land in Israel that is part of Greenegev, an Israeli Government backed Cannabinoid Ecosystem in Yerucham, Israel that is envisioned to become the Silicon Valley of Medical Cannabis Production and Research
Thesetwo facilities, as currently envisioned (and after obtaining successful financing, completing construction and obtaining finalrequisite licensing), are configured to produce approximately 600,000 pounds of GMP Certified, Premium Medical Grade, Cannabisannually for potential export to the European Union and elsewhere.
CanadianFranchising: KAYS has targeted Canada (the only G7 country that has legalized both medical and recreational cannabis production, sale and use on a national level) for its first international sale and operation of Kaya Shack™ cannabis store franchises, with a goal of 75-100 Kaya Shack™ Cannabis Retail locations throughout Canada through a multi-year structured rollout, subject to licensing and market conditions. KAYS has retained Toronto, Canada based law firm of Garfinkle Biderman, LLP to prepare the Franchise Disclosure Documents and related items for the sale of Kaya Shack™ cannabis store franchises in Canada. KAYS plans to ultimately expand its franchise operations to the U.S., as regulations and laws permit.
ImportantDisclosure
KAYS is planning execution of its stated business objectives in accordance with current understanding of state and local laws and federal enforcement policies and priorities as it relates to marijuana. Potential investors and shareholders are cautioned that KAYS and MJAI will obtain advice of counsel prior to actualizing any portion of their business plan (including but not limited to license applications for the cultivation, distribution or sale of marijuana products, engaging in said activities or acquiring existing cannabis production/sales operations). Advice of counsel with regard to specific activities of KAYS, federal, state or local legal action or changes in federal government policy and/or state and local laws may adversely affect business operations and shareholder value.
ForwardLooking Statements
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.
For more information contact Investor Relations: 561-210-7664
**SOURCE:**Kaya Holdings, Inc. via EQS Newswire