What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-01 compared with 2024-04-01 · 33 added, 90 removed, 315 unchanged (28% of the section changed)

6 unchanged sentences

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

19 unchanged sentences

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

Management evaluated the impact of our failure to have segregation of duties on our

assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

80 unchanged sentences

Except as set forth below, to our knowledge, none of our officers, directors, or beneficial owners of more than ten percent of our common stock failed to file on a timely basis reports required by section 16(a) of the Exchange Act during the most recent fiscal or prior fiscal year.

· It has recently come to the attention of our management that William Bossung may have sold shares of our common stock into the open market during the year ended December 31, 2024 without filing a report of the change in his beneficial ownership.

We do not have further details at this time.

Board Committees

23 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.

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.

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.

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

24 unchanged sentences

Our nominating committee consists of two independent directors.

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

The 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.

15 unchanged sentences

We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our corporate website or in filings under the Exchange Act.

Insider Trading Policy

On September 8, 2020, our Board of Directors adopted the Grey Cloak Tech Inc.

Insider Trading Policy to take an active role in the prevention of insider trading violations by our officers, directors, employees, consultants, attorneys, advisors, and other related individuals.

ITEM 11 - EXECUTIVE COMPENSATION

16 unchanged sentences

Kevin “Duke” Pitts

William Bossung (1)

Secretary and CFO

Robert Madden (1)

Secretary and CFO

Bossung resigned as our Secretary and Chief Financial Officer effective June 2, 2022, and was replaced by Robert Madden.

Director Compensation

For the years ended December 31, 2024 and 2023, none of the members of our Board of Directors received compensation for his service as a director.

Outstanding Equity Awards at Fiscal Year-End

On June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc.

2020 Omnibus Stock Grant and Option Plan and set aside 208,334 shares of our common stock for issuance thereunder.

Pursuant to the plan, officers, directors, key employees and certain consultants may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted stock awards, or performance stock awards.

As of December 31, 2021, we have awarded an aggregate of 162,500 options to twenty-five (25) individuals at an exercise price of $6.00 per share.

On December 26, 2022, we canceled 101,250 of the options and, on that same date, we approved the Healthy Extracts Inc.

On December 26, 2022, we approved the Healthy Extracts Inc.

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

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.

As of December 31, 2024, there are options outstanding to acquire 38,333 shares of common stock at a weighted-average exercise price of $6.00 per share, and RSU’s outstanding for 58,958 shares at a weighted-average grant value of $1.20 per share.

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

23 unchanged sentences

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

Includes 20,929 shares held by Mr.

Madden’s spouse.

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

29 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:

Promissory Notes

On February 10, 2021, we issued promissory notes to Jay Decker dated December 14, 2020 and December 21, 2020 in the principal amount of $100,000 and $70,000 respectively.

On January 20, 2022, we issued a promissory note to Jay Decker in the principal amount of $185,000.

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.

On June 24, 2022, we entered into a Note Conversion Agreement with Jay Decker whereby Decker converted $17,000 in principal and $31.07 in interest on an outstanding convertible note into 2,838 shares of our common stock at a conversion price of $6.00 per share.

On February 10, 2021, but effective December 21, 2020, we issued warrants to purchase an aggregate of 62,500 shares of our common stock, at an exercise price of $6.00 per share, as follows (the “ Warrants ”), for consulting services rendered:

14 unchanged sentences

Croyle are independent directors.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

BF Borgers CPA PC was our independent registered public accounting firm for the years ended December 31, 2023 and 2022.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

BF Borgers CPA PC (“BF Borgers”) was our independent registered public accounting firm for the years ended December 31, 2023 and 2022.

Effective May 8, 2024, we dismissed BF Borgers CPA PC as our independent registered public accounting firm.

Also on May 8, 2024, we engaged Bush & Associates CPA LLC (“Bush”) as BF Borgers’ replacement, to act as our independent registered public accounting firm for the years ended December 31, 2024 and 2023.

Audit and Non-Audit Fees

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Articles of Incorporation of Grey Cloak Tech Inc.

Certificate of Amendment of Articles of Incorporation

filed December 19, 2014

Certificate of Amendment of Articles of Incorporation filed October 23, 2020

Certificate of Amendment of Articles of Incorporation filed December 19, 2023

Bylaws of Grey Cloak Tech Inc.

Supply Agreement with H&AD S.r.L.

dated January 1, 2019, as amended

Share Exchange Agreement dated February 4, 2019 by and among Grey Cloak Tech Inc., BergaMet NA, LLC, and the Members of BergaMet

Independent Contractor Agreement by and between the Company and Kevin “Duke” Pitts, dated October 1, 2019

Share Exchange Agreement with Ultimate Brain Nutrients, LLC and its members

Securities Purchase Agreement dated March 18, 2021

Promissory Note dated March 18, 2021

Licensing Agreement with Gelteq Ptd Ltd.

Private Label Agreement with Whitney Johns, Inc.

dated October 11, 2021

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

Common Stock Purchase Warrant dated February 10, 2022

Promissory Note dated February 22, 2022

Securities Purchase Agreement dated May 25, 2022

Convertible Promissory Note dated May 25, 2022

Consulting Agreement with Robert Madden

Loan Agreement with Amazon Capital Services, Inc.

entered into on October 7, 2022

Acquisition Agreement with Hyperion, L.L.C.

and Online Publishing & Marketing, LLC dated January 13, 2023

Securities Purchase Agreement dated January 24, 2023

10% OID Promissory Note dated January 24, 2023

Common Stock Purchase Warrant dated January 24, 2023

First Amendment to 10% OID Promissory Note

Code of Ethics

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

Certification of our Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of our Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of our Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

Certification of our Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Incorporated by reference from our Annual Report on Form 10-K dated and filed with the Commission on February 19, 2021.

Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on May 28, 2020.

Incorporated by reference from our Regulation A Offering Statement on Form 1-A dated and filed with the Commission on May 7, 2021.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 8, 2020

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 19, 2021

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 2, 2022.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 7, 2022.

Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on November 8, 2022.

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

Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on August 28, 2023.

Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on August 3, 2021.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on December 29, 2023.

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

ITEM 16 – 10-K SUMMARY

2 unchanged sentences

Healthy Extracts Inc.

April 1, 2024

March 31, 2025

/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.

April 1, 2024

March 31 , 2025

/s/ Kevin “Duke” Pitts

Kevin “Duke” Pitts

April 1, 2024

March 31 , 2025

/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