If You Invested in Kaya Hldgs Inc (KAYS)

Kaya Holdings, Inc. (OTCQB: KAYS) is a fully reporting, US-based publicly traded company that describes itself as a "mind care" company. According to its public disclosures, Kaya Holdings has operations in the emerging psilocybin treatment sector and in medical/recreational cannabis, and is developing activities related to digital assets and cryptocurrency through a new subsidiary and a proposed Digital Assets Treasury (DAT) strategy.

Business Focus and Operating Segments

Kaya Holdings states that it has operations in the psilocybin treatment sector through its majority owned subsidiary Fifth Dimension Therapeutics, Inc. (FDT). FDT serves as the company’s operating branch in the psychedelic treatment sector, including operation of mushroom cultivation facilities and The Sacred Mushroom™ psilocybin treatment centers. The company reports that The Sacred Mushroom is a licensed psilocybin treatment center in Portland, Oregon, authorized by the Oregon Health Authority to administer psilocybin treatments within the state regulatory framework.

In addition to psychedelics, Kaya Holdings reports historical and ongoing involvement in medical and recreational cannabis. The company states that in 2014 it became the first US public company to own and operate a medical cannabis dispensary in Portland, Oregon, under the Kaya Shack™ brand. It further discloses interests in three cannabis licenses, with one license in Portland, Oregon, and two in Greece, and references cannabis-related activities through subsidiaries such as Marijuana Holdings Americas, Inc., Kaya Brands International, Inc., and Kaya Brands USA, Inc.

The Sacred Mushroom™ Psilocybin Treatment Center

Through FDT, Kaya Holdings operates The Sacred Mushroom psilocybin treatment center in Portland, Oregon. The company’s news releases describe The Sacred Mushroom as a legally licensed psilocybin treatment center authorized by the Oregon Health Authority to administer psilocybin treatments. The facility is described as occupying approximately 11,000 square feet on the top floor of a historic building in downtown Portland, offering private treatment rooms, group session areas, an indoor garden, and activity zones for yoga, listening stations, journaling, art expression, and other journey-enhancing activities.

The company highlights a proprietary experience framework called "Synergy by Design", which is presented as allowing guests to customize aspects of their psilocybin sessions, including space, sound, scent, and activities such as creative expression and mind-body practices. Kaya Holdings’ disclosures emphasize that The Sacred Mushroom is intended to provide a curated setting for psilocybin experiences in accordance with Oregon’s psilocybin regulations.

Cannabis Operations and International Footprint

Kaya Holdings reports that it continues to be involved in cannabis through several subsidiaries. Marijuana Holdings Americas, Inc. is described as owning the Kaya Shack brand of licensed medical and recreational marijuana stores and the Kaya Farms™ brand of cannabis production and processing operations in the United States. Kaya Brands International, Inc. is presented as the vehicle for non-U.S. operations, including cultivation activities under development in Greece and Israel. Kaya Brands USA, Inc. is reported to own proprietary brands of cannabis extracts, oils, pre-rolls, topicals, edibles and beverages, cannaceuticals and related accessories.

The company’s disclosures indicate that it has interests in three cannabis licenses, one in Portland, Oregon, and two in Greece, and that it has sought to shift portions of its cannabis operations to serve the European Union through its international subsidiaries.

Digital Assets and Cryptocurrency Strategy

In more recent communications, Kaya Holdings has described plans to develop a cryptocurrency operating subsidiary and pursue a Digital Assets Treasury (DAT) strategy. The company has announced that it engaged Greentree Financial Group, Inc. and Conduit Advisors, LLC to assist with the development of this subsidiary and related cryptocurrency operations. According to its press releases and related Form 8-K filings, Kaya Holdings and its advisors are reviewing potential plans to enter the cryptocurrency industry, including possibilities such as licensed cryptocurrency custody and trading services in the United States, Grand Cayman and other jurisdictions, and collaborations with cryptocurrency foundations, for-profit companies and Decentralized Autonomous Organizations.

The company has also stated that it is exploring a joint venture with one or more cryptocurrencies, with a focus on candidates among the top cryptocurrencies by market capitalization and potential alignment with networks such as Solana, Ethereum or Polygon. Kaya Holdings presents the DAT concept as a way to hold yield-generating digital assets on its balance sheet and has indicated that it views its public company status as a potential platform for implementing this strategy.

Capital Structure and Change in Control

According to a Form 8-K filed in October 2025, Kaya Holdings entered into debt reduction and debt conversion agreements with various debt holders, converting a substantial portion of its outstanding debt into equity. The filing reports that the company issued shares of common stock in satisfaction of debt obligations, including a significant issuance to CVC International Ltd., which has been described as a principal source of capital for the company since 2014. As a result of these conversions, the filing states that CVC now holds a majority of the voting power of the company’s capital stock, and that a change in control of the company is deemed to have taken place.

Regulatory Status and Reporting

Kaya Holdings identifies itself as a fully reporting company under the US securities laws, with its common stock listed for trading on the OTCQB market under the symbol KAYS. The company files periodic and current reports with the US Securities and Exchange Commission, including Forms 10-Q, 10-K, and 8-K. A Form 12b-25 notification of late filing indicates that the company has, at times, required additional time to complete financial statements and file quarterly reports, while stating its intention to file within the permitted extension period.

Risk and Legal Considerations

In its public communications, Kaya Holdings repeatedly notes that its business plans in psychedelics and cannabis are subject to state and local laws and to federal enforcement policies and priorities. The company cautions that advice of counsel, potential federal, state or local legal actions, and changes in government policy or law may affect its operations and shareholder value. It also notes that certain initiatives, such as the launch and expansion of The Sacred Mushroom psilocybin treatment center and the implementation of its digital assets strategy, are dependent on factors such as licensing, financing, capital structure adjustments and other conditions.

Summary

Overall, Kaya Holdings, Inc. presents itself as a diversified "mind care" holding company focused on regulated psilocybin treatment services, cannabis-related operations in the United States and abroad, and an emerging strategic focus on digital assets and cryptocurrency through a planned Digital Assets Treasury model. Its activities span licensed psilocybin service delivery in Oregon, branded cannabis retail and production, international cannabis cultivation projects, and exploratory work in digital asset treasuries, all within the framework of US public company reporting and applicable regulatory regimes.