Material Agreement, Asset Transaction, Private Placement, Management Change/Compensation (Form 8-K)

Item 1.01Entry into a Material Definitive Agreement.

Acquisition of Adli Gummies Inc. and the Imaraïs Beauty Brand

On 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.

In 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.

Section 2 - Financial Information

Item 2.01Completion of Acquisition or Disposition of Assets.

See the description of the Acquisition of Adli Gummies Inc. in Item 1.01.

Section 3 - Securities and Trading Markets

Item 3.02Unregistered Sales of Equity Securities.

See the description of the Acquisition of Adli Gummies Inc. in Item 1.01.

In 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.

Section 5 - Corporate Governance and Management

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See the description of the Acquisition of Adli Gummies Inc. in Item 1.01.

In connection with, and as a material term of, the transaction, effective on May 15, 2026 Aaron Hefter was appointed as our Chief Brand Officer.

Aaron Hefter, age 45, was appointed as our Chief Brand Officer on May 15, 2026. Mr. Hefter has been the Chief Executive Officer of Adli Gummies Inc. since August 2020 and Co-Chief Executive Officer of Nutrabolics Inc. since October 2022.

Hefter is a highly accomplished entrepreneur, executive, and product innovator with more than two decades of experience in the global nutraceutical, wellness, and sports nutrition industries. He currently serves as CEO and lead formulator of the rapidly growing ingestible beauty and wellness company he co-founded alongside globally recognized fitness and wellness icon Sommer Ray. Under his leadership, Imaraïs Beauty has emerged as a disruptive force within the health and beauty sector by combining science-backed formulations, innovative delivery systems, and culturally driven branding that resonates with modern consumers. Throughout his career, Hefter has formulated more than 100 nutraceutical products that have collectively generated over $200 million in sales across multiple wellness and performance categories. His expertise spans product development, formulation science, international brand expansion, manufacturing strategy, retail growth, and consumer health innovation. He is widely recognized for his ability to identify emerging market trends and develop premium, science-driven products that deliver measurable consumer results. Hefter is also the co-CEO of one of the world's leading sports nutrition brands. Since its founding, Nutrabolics has grown into a globally recognized premium supplement company distributed across six continents and more than 50 countries, including Canada, the United States, Australia, Brazil, Egypt, Indonesia, and numerous international markets. The company has built a reputation for producing cutting-edge, scientifically validated sports nutrition products designed for professional athletes, fitness enthusiasts, and health-conscious consumers worldwide. Under Hefter's leadership, Nutrabolics established itself as an innovation-driven organization focused on precision nutrition, advanced ingredient science, and high-performance supplementation. The company's commitment to research, purity, efficacy, and consumer education has allowed it to maintain a strong international presence while adapting to the evolving demands of the global wellness marketplace. Hefter's entrepreneurial accomplishments and industry influence have earned widespread recognition, including being named a finalist for the 2024 Beauty Independent Beacon Awards "Brand Builder of the Year," finalist for the Ernst & Young Entrepreneur of the Year Award in 2015, recipient of Business in Vancouver's "Top Forty Under 40" recognition in 2014, and being named one of the most influential individuals in sports nutrition by DXL Magazine in 2007. Known for blending scientific innovation with powerful brand development, Aaron Hefter continues to play a significant role in shaping the future of nutraceuticals, ingestible beauty, sports nutrition, and functional wellness products on a global scale.

Section 9 - Financial Statements and Exhibits.