{"url_path":"/sec/hyex/8-k/2026-05-18/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 ****Unregistered Sales of Equity Securities.**","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":185,"has_tables":true,"body_markdown":"**Item 3.02****Unregistered Sales of Equity Securities.** \n\n \n\nSee the description of the Acquisition of Adli Gummies Inc. in Item 1.01. \n\n \n\nIn connection with the transaction, effective as of May 15, 2026 and as consideration for the purchase, we issued 2,159,520 shares of Class B common stock of HE Canada (the “HE Canada Shares”) to Hefter, and 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 Office 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. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and the shareholders are sophisticated shareholders. \n\n \n\n**Section 5 – Corporate Governance and Management**"}