UNITED STATES
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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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:
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. [_]
Section 1 – Registrant’s Business and Operations
Item 1.01Entry into a Material Definitive Agreement.
Acquisition of Gummy USA LLC
On July 19, 2025, we entered into a Membership Interest Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole-member, Donald Swanson (“Swanson”), pursuant to which we acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which is now our wholly-owned subsidiary. As consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the “Purchase Shares”) which represents 77.5% of our issued and outstanding common stock after the transaction, to Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants.
In connection with, and as a material term of, the transaction, effective on July 19, 2025, Donald Swanson was appointed to our Board of Directors as our fourth director, Chairman and as our President. Kevin “Duke” Pitts, who was our President prior to the transaction, was appointed as our Chief Executive Officer. Further in connection with the transaction, Robert Madden, our Secretary and Chief Financial Officer, was appointed as the Manager of GUSA.
Section 2 – Financial Information
Item 2.01Completion of Acquisition or Disposition of Assets.
See the description of the Acquisition of Gummy USA LLC in Item 1.01.
Section 3 – Securities and Trading Markets
Item 3.02Unregistered Sales of Equity Securities.
See the description of the Acquisition of Gummy USA LLC in Item 1.01.
In connection with the transaction, as consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the “Purchase Shares”) which represents 77.5% of our issued and outstanding common stock after the transaction, to Donald Swanson, who was appointed as a member of our Board of Directors, Chairman, and as our President. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants. The issuance was exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and Swanson is an accredited and sophisticated shareholder.
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Section 5 – Corporate Governance and Management
Item 5.01Changes in Control of Registrant.
See the description of the Acquisition of Gummy USA LLC in Item 1.01.
There are no arrangements that may at a subsequent date result in a further change of control.
Item 5.02Departure of Directors or Certain Officers; Election of Directdors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See the description of the Acquisition of Gummy USA LLC in Item 1.01.
In connection with, and as a material term of, the transaction, effective on July 19, 2025, Donald Swanson was appointed to our Board of Directors as our fourth director, Chairman and as our President. Kevin “Duke” Pitts, who was our President prior to the transaction, was appointed as our Chief Executive Officer.
Donald Swanson, age 67, was appointed as a member of our Board of Directors, Chairman and as our President on July 19, 2025. Mr. Swanson was the founder and has been the CEO of Gummy USA LLC since its inception in 2021. Mr. Swanson brings over eight years of deep experience in pharmaceutical-grade manufacturing and gummy innovation. He has successfully designed and implemented state-of-the-art production facilities across multiple international locations, and his proprietary processes deliver unmatched precision. Under his leadership, Gummy USA has not only secured significant purchase orders but also positioned itself to set a new industry benchmark for quality, regulatory compliance, and supply chain efficiency. His expertise spans automated controls, advanced fluid dynamics, and blockchain-enabled product authentication, solving critical production inefficiencies and protecting brand integrity.
There are no family relationships between any of our officers or directors. Other than the transactions in connection with the acquisition of Gummy USA LLC, there are not transactions with related persons.
Section 9 – Financial Statements and Exhibits.
Item 9.01Financial Statements and Exhibits.
(a)Financial Statements of business or funds acquired.
The financial statements required by this Item will be filed in an amendment to this Current Report not later than 71 days after the date that this Current Report was required to be filed.
(b)Pro forma financial information.
The financial statements required by this Item will be filed in an amendment to this Current Report not later than 71 days after the date that this Current Report was required to be filed.
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(d)Exhibits
Exhibit No. |
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10.1 |
| Membership Interest Purchase Agreement with Gummy USA LLC dated July 19, 2025 |
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: July 24, 2025 | /s/ Kevin “Duke” Pitts |
| By:Kevin “Duke” Pitts |
| Its:Chief Executive Officer |
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