Healthy Extracts issues $258K convertible note

Healthy Extracts Inc. entered into a Securities Purchase Agreement with LABRYS FUND II, L.P. on July 17, 2026, issuing a $258,750 promissory note that includes a $33,750 original issue discount.

Rhea-AI Filing Summary

Healthy Extracts Inc. entered into a Securities Purchase Agreement with LABRYS FUND II, L.P. on July 17, 2026, issuing a $258,750 promissory note that includes a $33,750 original issue discount. The note bears 10% annual interest, earned in full in advance, and matures in one year. Healthy Extracts received a net amount of $225,000, minus expenses, and may not prepay the note without the holder’s consent.

After 180 days, the note becomes convertible into common stock at the lesser of $2.00 per share or 75% of the lowest closing bid price during the prior 15 trading days. Beginning January 18, 2027, the company must make six monthly amortization payments of $36,964.28 for principal and interest, unless some or all of the note has been converted. The note and any conversion shares were issued in a private offering under Section 4(a)(2) of the Securities Act to an accredited investor without general solicitation.

Filing Explained

Conversion could dilute existing holders, but the filing does not establish that common shares have been issued yet.

Although the filing's equity-securities section is titled “Unregistered Sale of Equity Securities,” the filing describes the note as issued and common shares as issuable only if the holder converts after 180 days; it therefore records a debt financing with potential, not completed, common-share issuance.

If conversion occurs, the additional common shares would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note principal: $258,750 Original issue discount: $33,750 Net proceeds: $225,000 +5 more

8 metrics

Promissory note principal $258,750 Principal amount of the note issued to LABRYS FUND II, L.P.

Original issue discount $33,750 Discount applied to the promissory note

Net proceeds $225,000 Net amount received upon issuance of the note, minus expenses

Interest rate 10% per annum Interest on the note, earned in full in advance

Monthly amortization payment $36,964.28 Principal and interest due monthly from January 18, 2027 for six months

Conversion deferral period 180 days Period after issuance before the note becomes convertible

Fixed component of conversion price $2.00 per share Alternative cap in the conversion price formula

Variable conversion benchmark 75% of lowest closing bid Percentage of lowest closing bid over 15 prior trading days

Key Terms

Securities Purchase Agreement, original issue discount, Section 4(a)(2) of the Securities Act of 1933, accredited investor, +1 more

5 terms

Securities Purchase Agreement financial

"we entered into a Securities Purchase Agreement whereby we issued a Promissory Note"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

original issue discount financial

"The Note has an original issue discount of $33,750"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"

accredited investor regulatory

"The investor is an accredited investor as that term is defined in Rule 501(a) of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

general solicitation or advertisement regulatory

"The securities were not issued through any general solicitation or advertisement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Healthy Extracts Inc. (HYEX) enter on July 17, 2026?

Healthy Extracts Inc. entered a Securities Purchase Agreement with LABRYS FUND II, L.P. on July 17, 2026, issuing a $258,750 promissory note with a 10% interest rate, $33,750 original issue discount, and one-year maturity, yielding $225,000 in net proceeds, minus expenses.

What are the key terms of HYEX’s $258,750 promissory note?

The $258,750 promissory note bears 10% annual interest earned in advance, cannot be prepaid without the holder’s consent, and matures in one year. It includes a $33,750 original issue discount and requires six monthly amortization payments of $36,964.28 starting January 18, 2027.

How is the conversion price for Healthy Extracts (HYEX) note determined?

After 180 days, the note may be converted into common stock at the lesser of $2.00 per share or 75% of the lowest closing bid price during the 15 trading days immediately before conversion, creating a variable, market-linked conversion price for the investor.

When do amortization payments on HYEX’s note begin, and in what amount?

Healthy Extracts must begin making monthly amortization payments on January 18, 2027. For six months, the company is required to pay combined principal and interest of $36,964.28 each month, unless some or all of the note has been previously converted into common stock.

Under what exemption were Healthy Extracts (HYEX) securities issued, and to whom?

The note and any conversion shares were offered under Section 4(a)(2) of the Securities Act of 1933. They were sold privately to an accredited investor without general solicitation, with the investor acquiring the securities solely for investment and not for distribution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001630176 false 0001630176 2026-07-17 2026-07-17

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): July 17, 2026

HEALTHY EXTRACTS INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55572		47-2594704
(State or other		(Commission		(I.R.S. Employer
jurisdiction of incorporation)		File Number)		Identification No.)
7375 Commercial Way, Suite 125
Henderson, NV 89011
(Address of principal executive offices)  (zip code)
(702) 463-1004
(Registrant’s telephone number, including area code)
(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 the registrant under any of the following provisions: 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 (§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 1.01   Entry into a Material Definitive Agreement.

On July 17, 2026, we entered into a Securities Purchase Agreement whereby we issued a Promissory Note in the principal amount of $258,750 to LABRYS FUND II, L.P., a Delaware limited partnership (the “Holder”). The Note has an original issue discount of $33,750, a maturity date of one year, and bears interest at the rate of ten percent (10%) per annum (which is earned in full in advance). We received a net amount of $225,000, minus expenses, upon issuance of the Note. The Note may not be prepaid without the Holder’s consent. The Note is convertible after 180 days at a conversion price of the lesser of (i) $2.00 per share, or (ii) 75% of the lowest closing bid price of our common stock during the fifteen (15) trading days immediately preceding the conversion date. We are further required to make monthly amortization payments of principal and interest in the amount of $36,964.28 beginning January 18, 2027 and continuing for six (6) months thereafter, unless some or all of the Note has been converted into our common stock. 

Section 3 – Securities and Trading Markets

Item 3.02Unregistered Sale of Equity Securities. 

The disclosure in Item 1.01 above regarding the issuance of securities in the exchange is incorporated herein by reference.  

The Note and the shares of common stock issued upon conversion of the Note sold pursuant to the Securities Purchase Agreement were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D and has acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.

Section 9 – Financial Statements and Exhibits.

Item 9.01Financial Statements and Exhibits. 

(d)Exhibits 

10.1		Securities Purchase Agreement dated July 17, 2026
10.2		Promissory Note dated July 17, 2026

2

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.
Dated: July 23, 2026	/s/ Donald Swanson
	By:Donald Swanson
	Its:Chief Executive Officer

3

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT DATED JULY 17, 2026 152.7 KB
• EX-10.2 PROMISSORY NOTE DATED JULY 17, 2026 117.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.3 KB