What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 62 added, 33 removed, 343 unchanged (22% of the section changed)

81 unchanged sentences

Bossung was the Director of Corporate Finance of Chadmoore Wireless Group, the company was engaged in the business of wireless communications utilizing 800 MHZ frequencies.

Chadmoore aggregated over 5500 Specialized Mobile Radio licenses from the Federal Communications Commission, the licenses were acquired by Nextel, then merged into the Sprint PCS wireless network.

Chadmoore aggregated over 5500 Specialized Mobile

Radio licenses from the Federal Communications Commission, the licenses were acquired by Nextel, then merged into the Sprint PCS wireless network.

Bossung currently holds an Insurance License and earned a bachelor’s degree in accounting and finance from Bloomsburg State University.

3 unchanged sentences

Croyle is a private investor and an accomplished Senior Executive with more than 40 years of success across the IT, energy, manufacturing, telecommunications, venture capital, and finance industries.

His broad areas of expertise include M&A, negotiations, service contracts and delivery, executive development and mentoring, and managing complexities.

Since 2009 Bill is has been a founder, owner or executive of EnTX Group, Impact Legacy Partners, FB Oilfield Special Tools and Western Energy Advisors.

His broad areas of expertise include mergers and acquisitions, negotiations, service contracts and delivery, executive development and mentoring, and managing complexities.

Since 2009 Bill has been a founder, owner or executive of EnTX Group, Impact Legacy Partners, FB Oilfield Special Tools and Western Energy Advisors.

He is Chairman of the Colorado Chapter of the Marine Corps Scholarship Foundation, and he has served on the boards of Hill City Silica LLC, the University of Colorado Advocates program, the Association for Corporate Growth/Denver, and the Denver Consulting Alliance.

8 unchanged sentences

Director Independence

Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

Other than as set forth above, none of our officers and directors are directors of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

For purposes of determining director independence, we have applied the definitions set out in NYSE Rule 303A.02.

The OTCQB on which shares of our common stock are quoted does not have any director independence requirements.

The NASDAQ definition of “independent director” means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Mr.

The NYSE American definition of “Independent Director” means a person that has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

According to the NYSE American definition, Mr.

Bossung and Mr.

23 unchanged sentences

· Establish procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters;

the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

· The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of our registered public accounting firm.

3 unchanged sentences

· Receive from the registered public accountants the information they are required to communicate to the Committee under generally accepted auditing standards, including, without limitation a formal written statement delineating all relationships between the registered public accountants and us, consistent with Independence Standards Board Standard No.

1, engage in a dialogue with the registered public accountants with respect to any disclosed relationships or services that may impact the objectivity and independence of the registered public accountants, and recommend that the Board take appropriate action to enhance the independence of the registered public accountants, and reapprove all auditing services (which may entail providing comfort letters in connection with securities underwritings) and all non-audit services as provided for under Section 202 of Sarbanes-Oxley Act of 2002.

appropriate action to enhance the independence of the registered public accountants, and reapprove all auditing services (which may entail providing comfort letters in connection with securities underwritings) and all non-audit services as provided for under Section 202 of Sarbanes-Oxley Act of 2002.

· In consultation with the registered public accountants, review the integrity of our financial reporting processes, both internal and external.

10 unchanged sentences

The compensation committee responsibilities include:

· Review the competitiveness of our executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to

achieve our business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of our shareholders.

· Review the competitiveness of our executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to achieve our business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of our shareholders.

Assist the Board in establishing CEO annual goals and objectives.

11 unchanged sentences

Our nominating committee consists of two independent directors.

The members of the nominating committee are William Bossung and Bill Croyle.

members of the nominating committee are William Bossung and Bill Croyle.

The nominating committee responsibilities include screening and recommending to the full Board director candidates for nomination.

4 unchanged sentences

On November 14, 2022, BergaMet NA, LLC, our subsidiary, received a warning letter from the FDA regarding claims we allegedly make about our Cholesterol Command product.

Specifically, that claims on our website, Facebook page, and the webpage of a retailer claim that

the products are intended for use in the cure, mitigation, treatment, or prevention of disease because they reduce cholesterol or are an anti-inflammatory.

Specifically, the warning letter related to claims on our website, Facebook page, and the webpage of a retailer claim that the products are intended for use in the cure, mitigation, treatment, or prevention of disease because they reduce cholesterol or are an anti-inflammatory.

On December 1, 2022, we responded to the warning letter notifying the FDA that we had hired a third-party to review our advertising and revise portions of our website, Facebook page, and online product listings.

This was the first warning letter we received from the FDA, and we are awaiting their response.

This was the only warning letter we received from the FDA to date, and we are awaiting their response.

Other than as set forth above, we are not a party to or otherwise involved in any legal proceedings.

38 unchanged sentences

2022 Equity Incentive Plan and set aside 433,334 shares of our common stock for issuance thereunder.

On December 26, 2022, we approved a total of 15,975,000 Restricted Stock Units at $0.01 per share and 36,000,000 Restricted Stock Awards with a strike price of $0.00 to $0.01 to a total of sixteen (16) individuals.

On December 26, 2022, we approved the grant of a total of 133,125 Restricted Stock Units on April 28, 2023 at $1.20 per share, and the grant of 300,000 Restricted Stock Awards upon our uplisting with a strike price of $0.00 to $1.20 to a total of sixteen (16) individuals.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

19 unchanged sentences

Croyle is the controlling party.

Includes 16,000,000 Restricted Stock Awards that have vested, and 8,000,000 that have not vested.

Includes 2,475,000 Restricted Stock Units that have vested.

Includes 800,000 Restricted Stock Units that have vested.

Includes 3,000,000 Restricted Stock Awards that have vested, and 3,000,000 that have not vested.

Includes 200,000 Restricted Stock Awards that have not vested.

Includes 208 Restricted Stock Units that have not vested.

Includes 2,500 Restricted Stock Units that have not vested.

Includes 50,000 Restricted Stock Awards that have not vested.

Includes warrants to acquire 37,500 shares of common stock at $6.00 per share.

3 unchanged sentences

Logan Decker is the adult son of Jay Decker.

Includes warrants to acquire 1,500,000 shares of common stock at $0.05 per share, 100,000 Restricted Stock Units that have vested, and 1,050,000 Restricted Stock Units that have not vested.

Includes warrants to acquire 12,500 shares of common stock at $6.00 per share and 8,750 Restricted Stock Units that have vested and 834 Restricted Stock Units that have not vested.

The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.

23 unchanged sentences

The shares of common stock issued in the acquisition were equal to approximately 42.5% of our outstanding common stock immediately following the closing.

Note Conversion Agreements and Advance Conversion Agreements

Effective April 13, 2020, we entered into a total of eighteen (18) agreements (16 Note Conversion Agreements and 2 Advance Conversion Agreements) whereby an aggregate of $1,508,408 in outstanding principal and accrued interest was converted into an aggregate of 327,074 shares of our common stock.

The conversion price was either $3.60 per share or $6.00 per share, depending on the individual agreement.

The conversions included notes and advances held by our officers and directors and our largest shareholder, as follows:

Aggregate Principal and Interest

Aggregate Shares

William Bossung

First Capital Properties LLC

Innovation Group Holdings, LLC

Note Conversion Agreements

Effective September 2, 2020, we entered into five (5) Note Conversion Agreements whereby an aggregate of $1,791,383 in outstanding principal and accrued interest was converted into an aggregate of 298,564 shares of our common stock.

The conversion price was $6.00 per share.

The conversions included a note held by our largest shareholder, as follows:

Genuine Partners

Matthew Dee Grabau

Securities Purchase Agreements

Effective October 15, 2020, we entered into four (4) Securities Purchase Agreements whereby we sold and issued 49,167 shares of our common stock at $6.00 per share for aggregate consideration of $295,000.

The purchasers included our officers and directors and our largest shareholder, as follows:

Aggregate Principal and Interest

Aggregate Shares

Securities Purchase Agreements

On February 10, 2021, and effective December 29, 2020, we entered into Securities Purchase Agreements with Shelton Decker and Logan Decker for the purchase and sale of an aggregate of 16,667 shares of our common stock at $6.00 per share, as follows:

8 unchanged sentences

In conjunction therewith and on the same date, we issued to Jay Decker warrants to purchase 16,667 shares of our common stock at an exercise price of $6.00 per share.

Restricted Stock Units and Restricted Stock Awards

On December 26, 2022, we approved the grant of a total of 133,125 Restricted Stock Units at $1.20 per share, and the grant of 300,000 Restricted Stock Awards upon our uplisting with a strike price of $0.00 to $1.20 to a total of sixteen (16) individuals.

On April 28, 2023 the RSU’s were granted and issued.

Bill Croyle received 6,667 of the RSU’s and William Bossung received 20,834 of the RSU’s.

Kevin Pitts received 200,000 of the RSA’s and Robert Madden received 50,000 of the RSA’s.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

For purposes of determining director independence, we have applied the definitions set out in NYSE Rule 303A.02.

The OTCQB on which shares of common stock are quoted does not have any director independence requirements.

The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the company or any other

individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Mr.

According to the NYSE American definition, Mr.

Bossung and Mr.

36 unchanged sentences

dated October 11, 2021

Lease Agreement for warehouse and distribution facility dated January 20, 2022

Common Stock Purchase Warrant dated February 10, 2022

10 unchanged sentences

Common Stock Purchase Warrant dated January 24, 2023

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

First Amendment to 10% OID Promissory Note

Code of Ethics

Consent of BF Borgers CPA PC, independent registered public accounting firm

XBRL Instance Document

4 unchanged sentences

XBRL Presentation Linkbase Document

Filing Fee Table

* Filed herewith

Incorporated by reference from our Registration Statement on Form S-1 dated and filed with the Commission on March 6, 2015.

8 unchanged sentences

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 26, 2023.

Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on February 10, 2023.

Previously filed.

Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on March 31, 2023.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 8, 2023.

ITEM 16 – 10-K SUMMARY

2 unchanged sentences

Healthy Extracts Inc.

March 31, 2023

April 1, 2024

/s/ Kevin “Duke” Pitts

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 31, 2023

April 1, 2024

/s/ Kevin “Duke” Pitts

Kevin “Duke” Pitts

March 31, 2023

April 1, 2024

/s/ Robert Madden

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures