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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): October
21, 2025
| Kaya Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
333-177532 |
|
90-0898007 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
915 Middle River Drive, Suite 316,
Fort Lauderdale, FL |
|
|
33304 |
|
| (Address of principal executive offices) |
|
|
(Zip Code) |
|
| Registrant’s telephone number including area code: (954) 480-1270 |
| (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 Company 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐
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))
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 |
|
|
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.
As
used in this Current Report on Form 8-K (the “Report ”), the terms “KAYS,” the “Company,”
“we ,” “us” and “our” refer to Kaya Holdings, Inc. and its owned and controlled
subsidiaries, unless the context indicates otherwise.
Item
5.01 Changes in Control of Registrant.
As
described in “Item 8.01 Other Events,” in a press release issued on October 21, 2025, KAYS announced, among
other matters, that it has entered into both debt reduction and debt conversion agreements with its debt holders to convert over 90%
of its existing debt into equity in order to improve its balance sheet in connection with the planned implementation of its recently
announced digital assets treasury strategy.
Pursuant
to such debt reduction and debt conversion agreements, the Company issued a total of 642,868,838 shares of its common stock in satisfaction
of $13,979,148 of debt to various debt holders, including 581,914,466 shares to CVC International Ltd., a Cayman Islands company (“CVC”)
in conversion $11,638,289 million in principal and interest for convertible notes held by CVC.
As
has been previously disclosed, CVC has been the principal source of capital for the Company since 2014, providing an aggregate in excess
of $10,000,000 of debt financing since that time. CVC converted the debt at the request of the Company in order to clean up the balance
sheet and position the Company to proceed with its business plan of developing its new cryptocurrency subsidiary and potentially implementing
its digital assets treasury strategy.
CVC
now holds approximately 56.19% of the voting power of the Company’s capital stock and accordingly a “Change in Control”
of the Company has deemed to have taken place.
Item
8.01 Other Events.
On
October 21, 2025, KAYS issued a press release updating the development of its cryptocurrency subsidiary and digital assets treasury strategy.
The release also announced that the Company had it has entered into both debt reduction and debt conversion agreements with its debt
holders to convert over 90% of its existing debt into equity in order to improve its balance sheet in connection with the planned implementation
of its digital assets treasury strategy.
A
copy of the press release is filed with this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated October 21, 2025 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: October 23, 2025 |
KAYA HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Craig Frank |
| |
|
Craig
Frank,
Chief
Executive Officer |
