Filing Analysis
Healthy Extracts Inc. entered into a $258,750 promissory note agreement with LABRYS FUND II, L.P. on July 17, 2026. The deal includes an original issue discount and a conversion feature that could lead to significant dilution.
🚩 Red Flags
- Death Spiral Conversion Feature: The conversion price is tied to a percentage (75%) of the lowest closing bid price, which can lead to massive dilution if the stock price drops.
- High Cost of Capital: Includes an Original Issue Discount (OID) and interest paid in advance.
- Liquidity Pressure: Mandatory monthly amortization payments starting January 2027 may strain cash flow.
📋 Key Facts
- Principal amount of Promissory Note: $258,750
- Holder: LABRYS FUND II, L.P.
- Net proceeds received: $225,000 (minus expenses)
- Original Issue Discount (OID): $33,750
- Interest rate: 10% per annum (earned in full in advance)
- Maturity date: One year from issuance
- Conversion price: Lesser of $2.00 or 75% of the lowest closing bid price during the 15 trading days preceding conversion
- Amortization requirement: Monthly payments of $36,964.28 starting January 18, 2027, for six months
Healthy Extracts Inc. announced the resignation of its Chief Brand Officer, Aaron Hefter, effective July 7, 2026. The company stated that the position will remain vacant until further notice.
🚩 Red Flags
- Sudden departure of a C-suite officer without an immediate replacement plan mentioned.
📋 Key Facts
- Aaron Hefter resigned from the position of Chief Brand Officer on July 7, 2026.
- The Chief Brand Officer role is currently vacant and has no immediate successor named.
- The filing was signed by CEO Donald Swanson on July 13, 2026.
Healthy Extracts Inc. announced the resignation of its President, Chief Operating Officer, and Board Member, Kevin “Duke” Pitts, effective July 1, 2026.
🚩 Red Flags
- Sudden departure of the President and COO simultaneously
- Leadership vacuum: The company explicitly states these key executive roles will remain vacant until further notice
- Loss of institutional knowledge and operational leadership in a micro-cap environment
📋 Key Facts
- Kevin “Duke” Pitts resigned from his roles as President, COO, and a member of the Board of Directors on July 1, 2026.
- The positions of President and Chief Operating Officer will remain vacant until further notice.
- The departure was reported via an 8-K filed on July 6, 2026.
Healthy Extracts Inc. underwent a complex restructuring involving the rescission of an initial acquisition agreement and the subsequent merger of Gummy USA LLC into a subsidiary. The transaction resulted in Donald Swanson acquiring 77.5% of the company's total outstanding common stock, effectively granting him controlling interest.
🚩 Red Flags
- Extreme dilution/concentration: A single individual (Donald Swanson) now controls 77.5% of the company's equity.
- Anti-dilution rights: The issuance includes specific protections to maintain ownership percentage against existing warrants/options, which is highly non-standard for public micro-cap issuances and heavily dilutive to existing shareholders.
- Complex transaction structure: The rescission of a previous agreement followed immediately by a merger suggests significant legal or structural maneuvering.
- Change in control: The company has undergone a massive shift in ownership and management structure.
📋 Key Facts
- Rescinded the original July 19, 2025 Membership Interest Purchase Agreement (MIPA) on September 26, 2025.
- Entered into an Agreement and Plan of Merger with Gummy USA LLC effective September 30, 2025.
- Issued 13,075,920 shares to Donald Swanson as consideration for the merger/acquisition.
- The issued shares represent 77.5% of the company's total issued and outstanding common stock.
- Donald Swanson granted anti-dilution rights to maintain his 77.5% ownership against existing options and warrants (154,306 outstanding).
- Donald Swanson appointed as Chairman and CEO effective September 30, 2025.
- William Bossung resigned from the Board of Directors on October 1, 2025.
Healthy Extracts Inc. announced a major leadership reshuffle effective September 16, 2025. Donald Swanson has been appointed as the new CEO, while Kevin 'Duke' Pitts has transitioned from his previous role to become President and Chief Operating Officer.
🚩 Red Flags
- Sudden reshuffling of top leadership can sometimes indicate internal friction or strategic pivots, though not explicitly stated here.
📋 Key Facts
- Effective date of management change: September 16, 2025.
- Donald Swanson appointed as Chief Executive Officer (CEO).
- Kevin 'Duke' Pitts appointed as President and Chief Operating Officer (COO), replacing Donald Swanson in his previous capacity.
- The company confirmed no family relationships exist between officers or directors.
Healthy Extracts Inc. has acquired 100% of Gummy USA LLC in a transaction that results in a massive change of control. The acquisition was funded through the issuance of common stock, which grants the seller, Donald Swanson, a controlling 77.5% interest in the company.
🚩 Red Flags
- Massive dilution: The issuance of shares represents 77.5% of the company's equity.
- Change of Control: A single individual now controls the majority of the voting power and equity.
- Anti-dilution rights granted to a new director/insider, which can further dilute existing shareholders if options are exercised.
- Significant concentration of ownership in one individual.
📋 Key Facts
- Acquired 100% of Gummy USA LLC via a Membership Interest Purchase Agreement (MIPA) dated July 19, 2025.
- Consideration consisted of 13,075,920 shares of common stock issued to Donald Swanson.
- Post-transaction, Donald Swanson holds 77.5% of the company's issued and outstanding common stock.
- Donald Swanson appointed as Chairman and President; Kevin 'Duke' Pitts promoted from President to CEO.
- Swanson granted anti-dilution rights to maintain his ownership percentage against existing options and warrants (154,306 total).
- The transaction resulted in a change of control (Item 5.01).
Healthy Extracts Inc. has dismissed its independent auditor, BF Borgers CPA PC, and appointed Bush & Associates CPA LLC as its replacement. The dismissal follows an SEC order against the former auditor, and the company's previous audits included a going concern warning.
🚩 Red Flags
- Auditor change combined with previous 'going concern' warnings in audit reports.
- The former auditor (BF Borgers) is under SEC sanctions/cease-and-desist orders.
- History of multiple amendments to convertible notes, indicating liquidity struggles and debt restructuring needs.
📋 Key Facts
- Dismissed BF Borgers CPA PC effective May 8, 2024.
- Engaged Bush & Associates CPA LLC as replacement auditor on May 8, 2024.
- The SEC issued an Order against BF Borgers on May 3, 2024, prohibiting them from appearing or practicing before the Commission.
- Previous audit reports by BF Borgers included an explanatory paragraph regarding the company's ability to continue as a going concern.
- Second Amendment to convertible notes extends maturity dates to June 25, 2026, with monthly amortized payments.
Healthy Extracts Inc. has terminated its long-standing acquisition agreement for Hyperion, L.L.C. and Online Publishing & Marketing, LLC. The termination was initiated by the target companies on April 18, 2024.
🚩 Red Flags
- Failure to close a material acquisition after more than a year (stalled deal risk).
- Termination initiated by the target companies rather than the registrant, suggesting potential breakdown in terms or due diligence issues.
- Significant delay in execution of growth strategy via M&A.
📋 Key Facts
- The Acquisition Agreement was originally entered into on January 13, 2023.
- The deal involved merging Hyperion, L.L.C. and Online Publishing & Marketing, LLC into newly-formed subsidiaries (Green Valley Natural Solutions, LLC and OPM).
- The target companies (Hyperion and OPM) issued a Notice of Termination on April 18, 2024.
- The acquisition has remained incomplete for over 15 months since the initial agreement.