v3.26.1
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2026
Notes  
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Healthy Extracts Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014 as Grey Cloak Tech Inc. On October 23, 2020, the Company changed its name from Grey Cloak Tech Inc. to Healthy Extracts Inc. to more accurately reflect its business. The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products. On October 1, 2025, the Company acquired Gummy USA which manufactures supplemental gummies.

 

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, we issued (i) a secured promissory note in the amount of $165,000 to Aaron Hefter (“Hefter”), the largest shareholder of Adli, (ii) a secured promissory note in the amount of $629,000 to the rest of the Adli shareholders, (iii) 2,159,520 shares of Class B common stock of HE Canada (the “HE Canada Shares”) to Hefter, and (iv) 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”), pursuant to which the Company acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which became its wholly-owned subsidiary. As consideration for the purchase, the Company issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of its common stock (the “Purchase Shares”) which represented 77.5% of its 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 the Company’s 154,306 outstanding options and warrants.

 

On September 26, 2025, the Company rescinded the MIPA as of its effective 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. The Company re-issued the Purchase Shares, which continued to represent 77.5% of its 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 the Company’s 154,306 outstanding options and warrants.

 

In connection with the transaction, as of September 30, 2025 and as consideration for the purchase, the Company issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of its common stock (the “Purchase Shares”) which represented 77.5% of its issued and outstanding common stock after the transaction, to Donald Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of the Company’s 154,306 outstanding options and warrants.