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): September 16, 2020
Kaya Holdings,Inc.
(Exactname of registrant as specified in charter)
| Delaware | 333-177532 | 90-0898007 |
|---|---|---|
| (State or other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) | |
| 915 Middle River Drive, Suite 316, | 33304 | |
| Fort Lauderdale, FL | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (954) 892-6911
(Formername 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) |
|---|---|
| ☐ | 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)) |
| --- | --- |
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,” “Kaya Holdings, Inc.,” “we,” “us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 16, 2020 KAYS issued a press release announcing that it had that it commenced a $4.0 million through a private offering to be conducted pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Offering”).
In the Offering, the Company is offering and selling a maximum of one hundred and sixty (160) Units (“Units”) at an offering price of $25,000.00 per Unit. The minimum investment is $12,500.00 (one-half Unit).
Each Unit consists of:
| (a) | 1,000,000 shares of the Company’s common<br>stock (“KAYS Shares”); |
|---|---|
| (b) | 1,000,000 one-year Class<br>A warrants (the “Class A Warrants”), each entitling the holder to purchase one additional KAYS Share, at an<br>exercise price of $0.075 per KAYS Share; |
| (c) | 1,000,000<br>two-year Class B warrants (the “Class B Warrants”), each entitling the holder to purchase one additional KAYS<br>Share, at an exercise price of $0.125 per KAYS Share; and |
| (d) | 100,000<br>shares of Kaya Brands International, Inc., a recently incorporated subsidiary<br>of KAYS through which the Company intends to launch its Kaya Farms Greece and Kaya Farms Israel operations. |
Each Class A Warrant entitles the holder to purchase one KAYS Share at an exercise price of $0.075 per KAYS Share for a period of one (1) year from the date of the final closing of the Offering, but is callable on thirty (30) days’ notice by the Company any time after the Offering is closed if the average closing stock price of the preceding thirty (30) days exceeds $0.075, or the then current exercise price, which may be reduced at the election of the Company.
Each Class B Warrant entitles the holder to purchase one KAYS Share at an exercise price of $0.125 per KAYS Share for a period of two (2) years from the date of the final closing of the Offering, but is callable on thirty (30) days’ notice by the Company after nine months if the average closing stock price of the preceding thirty (30) days exceeds $0.125 or the current exercise price, which may be reduced at the election of the Company.
The proceeds of the offering will be used for the launch of Kaya Farms Greece and Kaya Farms Israel medical cannabis cultivation projects, further development of Kaya Farms USA grow operations and Kaya Shack retail cannabis stores, the launch of the Company’s cannabis extracted and infused brands and for general working capital and corporate purposes.
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 September 16, 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> September 17, 2020 | KAYA HOLDINGS, INC. | |
|---|---|---|
| By: | /s/<br> Craig Frank | |
| Craig Frank,<br><br> <br>Chief Executive Officer |
Exhibit 99.1
InternationalCannabis Company Kaya Holdings Launches
$4 MillionRule 506(c) Offering
Useof proceeds includes launch of Kaya Farms Greece and Kaya Farms Israel Medical Cannabis Cultivation Projects, further developmentof Kaya Farms USA and Kaya Shack cannabis stores, and the launch of the Kaya’s cannabis extracted and infused brands.
Fort Lauderdale, FL September 16, 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 is seeking to raise up to $4 million through an offering to be conducted pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act (the “Offering”).
Information regarding the Offering is available by accessing https://invest.kayaholdings.com the interactive investor portal that the Company has commissioned so that potential investors may gain access to the Private Placement Memorandum and all relevant documents, or by emailing info@kayaholdings.com
The Company is offering, through a Confidential Private Placement Memorandum, a maximum of one hundred and sixty (160) Units (“Units”) at an offering price of $25,000.00 per Unit. The minimum investment is $12,500.00 (one-half Unit).
Each Unit consists of:
- (a) 1,000,000 shares of the Company’s common stock (“KAYS Shares”);
- (b) 1,000,000 one-year Class A warrants (the “Class A Warrants”), each entitling the holder to purchase one additional KAYS Share, at an exercise price of $0.075 per KAYS Share;
- (c) 1,000,000 two-year Class B warrants (the “Class B Warrants,” and together with the Class A Warrants, collectively, the “Warrants”), each entitling the holder to purchase one additional KAYS Share, at an exercise price of $0.125 per KAYS Share; and
- (d) 100,000 shares of Kaya Brands International, Inc. “KBI Shares” Kaya Brands International, Inc. is a newly-incorporated subsidiary of KAYS through which the Company intends to launch its Kaya Farms Greece and Kaya Farms Israel operations.
Each Class A Warrant entitles the holder to purchase one KAYS Share at an exercise price of $0.075 per KAYS Share for a period of one (1) year from the date the Offering is closed but are callable on thirty (30) days’ notice by the Company any time after the Offering is closed if the average closing stock price of the preceding 30 days exceeds $0.075, or the current exercise price, which may be reduced at the election of the Company.
Each Class B Warrant entitles the holder to purchase one KAYS Share at an exercise price of $0.125 per KAYS Share for a period of two (2) years from the date the final closing of the Offering is closed but are callable on thirty (30) days’ notice by the Company after nine months if the average closing stock price of the preceding 30 days exceeds $0.125 or the current exercise price, which may be reduced at the election of the Company.
“The funds from this offering will allow us to advance Kaya Farms Greece and Kaya Farms Israel,” said Craig Frank, KAYS Chairman and CEO. “These two facilities, as currently envisioned are configured to produce approximately 600,000 pounds of GMP certified, medical grade cannabis annually for potential export to the European Union and elsewhere.”
This press release is not a solicitation or offer to buy or sell securities. Under Rule 506(c), general solicitation of offerings is permitted, however, only accredited investors who meet the SEC Regulation D 501 “accredited investor” accreditation standards and who provide suitable verification of accredited status may invest into this Offering. Investments may be speculative, illiquid and carry a risk of loss. Past performance is not indicative of future results. There is no guarantee that any specific outcome will be achieved.
About KayaHoldings, Inc.-
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.
**KayaBrands USA, Inc.**owns a wide range of proprietary brands of cannabis extracts, oils, pre-rolls, topicals, food and beverages, cannaceuticals and related accessories.
KayaBrands 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.
For moreinformation on KAYS please access this link:
http://www.icontactarchive.com/archive?c=1460235&f=8960&s=9503&m=348450&t=a2b1e598b7df8e0993c343462a5dfe40bfa282691f9a1942580265128301edc5
ForwardLooking Statements
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. These 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.