{"url_path":"/sec/hyex/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1630176/0001096906-26-000819-index.html","accession_number":"0001096906-26-000819","cik":"0001630176","ticker":"HYEX","issuer_name":"HEALTHY EXTRACTS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630176/0001096906-26-000819-index.html","primary_entity_key":"0001630176","primary_entity_name":"HEALTHY EXTRACTS INC."},"word_count":273,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.** \n \nAcquisition of Adli Gummies Inc. and the Imaraïs Beauty Brand*\n\n \n\nOn 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. \n\n \n\nIn connection with, and as a material term of, the transaction, we entered into a Consulting Agreement with Hefter to serve as our Chief Brand Officer. \n\n \n\n**Section 2 – Financial Information**"}