Long-term investment

On May 15, 2026, we entered into an Acquisition Agreement (the “Acquisition Agreement”) with Adli Gummies Inc., an Ontario corporation which does business as Imaraïs Beauty (“Adli”), and its shareholders. Pursuant to the Acquisition Agreement, through our wholly-owned subsidiary Healthy Extracts Canada Inc., a British Columbia corporation (“HE Canada”), we acquired one-hundred percent (100%) of the outstanding membership interests of Adli, which became our wholly-owned subsidiary. As consideration for the purchase, 2,159,520 shares of Class B common stock of HE Canada (the “HE Canada Shares”) to Hefter, and 840,480 shares of our common stock to the rest of the Adli shareholders. The HE Canada Shares are exchangeable at the option of Hefter for shares of our common stock on a one-for-one basis. Combined with the cancellation of 3,000,000 shares of our common stock held by our Director and Chief Executive Officer Donald Swanson in connection with the transaction, and assuming the exchange of the HE Canada Shares for shares of our common stock, the total shares issued pursuant to the Acquisition Agreement constitute approximately 17.76% of our total issued and outstanding shares of common stock.

On July 19, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole member, Donald Swanson (“Swanson”). Under the terms of the MIPA, the Company acquired 100% of the outstanding membership interests of GUSA, and GUSA became a wholly owned subsidiary of the Company. As consideration for the acquisition, the Company issued 13,075,920 shares of its common stock (the “Purchase Shares”) to Swanson. The Purchase Shares represented approximately 77.5% of the Company’s issued and outstanding common stock immediately following the transaction. The total fair value of the shares issued was $23,536,656.

During July 2025, the Company identified certain unforeseen complications related to the structure and timing of the transaction and determined that it would pursue a rescission of the MIPA, while continuing to work toward completing a revised merger with GUSA. On September 26, 2025, the Company formally rescinded the MIPA, effective as of its original date.

On September 30, 2025, effective as of October 1, 2025, the Company entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into the Company’s wholly owned subsidiary, HE Gummy USA, Inc., a Nevada corporation.

Management did not cancel or reverse the previously issued Purchase Shares upon rescission of the MIPA. Instead, the related amount has been recorded and presented as a long-term investment as of March 31, 2026, pending completion of the merger and related consolidation analysis.