What changed in this filing

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Item 9A. Controls and Procedures

2026-04-09 compared with 2025-04-01 · 118 added, 57 removed, 291 unchanged (38% of the section changed)

47 unchanged sentences

Family relationships among any of the directors and officers are described below.

Donald Swanson

Chief Executive Officer, Chairman of the Board (2025)

Kevin “Duke” Pitts

President, Director (2018)

President, Chief Operating Officer, Director (2018)

Robert Madden

Secretary, Chief Financial Officer (2022)

William Bossung

Director (2019)

William Bossung

Director (2026)

Donald Swanson , age 67, was appointed as a member of our Board of Directors, Chairman, and as our Chief Executive Officer on September 30, 2025.

Swanson was the founder and has been the CEO of Gummy USA LLC since its inception in 2021.

Swanson brings over eight years of deep experience in pharmaceutical-grade manufacturing and gummy innovation.

He has successfully designed and implemented state-of-the-art production facilities across multiple international locations, and his proprietary processes deliver unmatched precision.

Under his leadership, Gummy USA has not only secured significant purchase orders but also positioned itself to set a new industry benchmark for quality, regulatory compliance, and supply chain efficiency.

His expertise spans automated controls, advanced fluid dynamics, and blockchain-enabled product authentication, solving critical production inefficiencies and protecting brand integrity.

Kevin “Duke” Pitts , age 66, was appointed to our Board of Directors on September 28, 2018, and as our President on September 24, 2019.

15 unchanged sentences

from 2021 to the present.

He graduated from the University of Utah with a bachelor’s degree in accounting and from Westminster College with an MBA with a certificate of accounting.

William Bossung , age 65, has served as a member of the Board of Directors since our inception, and was our Secretary and Chief Financial Officer from our inception until June 2, 2022.

He graduated from the University of Utah with a

bachelor’s degree in accounting and from Westminster College with an MBA with a certificate of accounting.

Bill Croyle , age 73, was appointed to our Board of Directors on September 24, 2019.

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 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.

Bill served in the Marine Corps 1972-1974.

Croyle holds Certificates in Energy Finance and Management from the University of Denver and International Trade from World Trade Center Denver.

He graduated from the University of California, Santa Barbara, with a BA in History and minor in French.

Our directors believed that Mr.

Croyle’s experience as a business founder and finance certifications made him an attractive candidate to serve on our board of directors.

William Bossung , age 66, served as a member of the Board of Directors since our inception through October 1, 2025, and was our Secretary and Chief Financial Officer from our inception until June 2, 2022.

Bossung was re-appointed to our Board of Directors effective April 1, 2026.

Bossung has a diverse background in Corporate Finance, Insurance and accounting.

7 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.

1 unchanged sentence

Bossung’s broad experience in corporate financing and accounting, dating back to 2003, made him an attractive candidate to serve on our board of directors.

Bill Croyle , age 72, was appointed to our Board of Directors on September 24, 2019.

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 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.

Bill served in the Marine Corps 1972-1974.

Croyle holds Certificates in Energy Finance and Management from the University of Denver and International Trade from World Trade Center Denver.

He graduated from the University of California, Santa Barbara, with a BA in History and minor in French.

Our directors believed that Mr.

Croyle’s experience as a business founder and finance certifications made him an attractive candidate to serve on our board of directors.

Family Relationships

17 unchanged sentences

Our Board of Directors maintains separate audit, nominating and compensation committees.

The members of all three committees are only our two independent directors, William Bossung and Bill Croyle

The members of all three committees are only our two independent directors, Bill Croyle and William Bossung.

Audit Committee .

Our audit committee consists of two independent directors.

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

The audit committee will consist exclusively of directors who are financially literate.

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

The audit committee consists exclusively of directors who are financially literate.

In addition, Mr.

13 unchanged sentences

The Committee shall monitor the independence and effectiveness and approve the fees and other compensation to be paid to the registered public accountants.

On an annual basis, the Committee should review and discuss with the accountants all significant relationships the accountants have with us to confirm the accountants’ independence.

On an annual basis, the

Committee should review and discuss with the accountants all significant relationships the accountants have with us to confirm the accountants’ independence.

· Meet with the registered public accountants to review the scope, accuracy, completeness and overall quality of the annual financial statements.

· 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.

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

8 unchanged sentences

Our compensation committee consists of two independent directors.

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

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

The compensation committee responsibilities include:

13 unchanged sentences

Our nominating committee consists of two independent directors.

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

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

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

13 unchanged sentences

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our code of business conduct and ethics will be posted on our corporate website and is filed as an exhibit to this registration statement.

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.

The full text of our code of business conduct and ethics will be posted on our corporate website and is filed as an exhibit to this annual report.

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

3 unchanged sentences

Narrative Disclosure of Executive Compensation

Swanson Consulting Services Agreement

On July 30, 2025, we entered into a Consulting Services Agreement with Donald Swanson.

Pursuant to this agreement, Mr.

Swanson has agreed to serve as our President (subsequently changed to Chief Executive Officer) and as the Chairman of our Board of Directors in exchange for $360,000 per year.

The agreement has an expiration date of July 30, 2027, and will automatically renew for successive 12 month period thereafter unless terminated by either party.

Pitts Independent Contractor Agreement

1 unchanged sentence

Pursuant to this agreement, Mr.

Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year.

The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then.

Pitts agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year.

The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then, and Mr.

Pitts currently serves as our President and Chief Operating Officer.

Madden Consulting Agreement

8 unchanged sentences

Nonqualified Deferred Compensation ($)

Donald Swanson

Kevin “Duke” Pitts

5 unchanged sentences

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

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.

As of December 31, 2025, there are options outstanding to acquire 15,833 shares of common stock at a weighted-average exercise price of $6.00 per share.

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

5 unchanged sentences

Percentage of Common Stock Beneficial Ownership (2)

Donald Swanson (3)

Kevin “Duke” Pitts (3)(6)

William Bossung (3)(6)

Bill Croyle (3)(4)(7)

Robert Madden (3)(5)

Jay Decker (9)

Shelton Decker (10)

Logan Decker (11)

Bill Croyle (3)(4)

William Bossung (3)

All Officers and Directors as a Group (5 Persons)

5 unchanged sentences

Croyle is the controlling party.

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 20,929 shares held by Mr.

Madden’s spouse.

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

Jay Decker disclaims any ownership of securities held by his adult sons.

Shelton Decker is the adult son of Jay Decker.

Includes warrants to acquire 12,500 shares of common stock at $6.00 per share.

Logan Decker is the adult son of Jay Decker.

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.

Includes 2,250 shares held by DT Growth Partners LLC, of which Mr.

Pitts is the controlling party.

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.

2 unchanged sentences

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Swanson Consulting Services Agreement

On July 30, 2025, we entered into a Consulting Services Agreement with Donald Swanson.

Pursuant to this agreement, Mr.

Swanson has agreed to serve as our President (subsequently changed to Chief Executive Officer) and as the Chairman of our Board of Directors in exchange for $360,000 per year.

The agreement has an expiration date of July 30, 2027, and will automatically renew for successive 12 month period thereafter unless terminated by either party.

Pitts Independent Contractor Agreement

1 unchanged sentence

Pursuant to this agreement, Mr.

Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year.

The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then.

Pitts agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year.

The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then, and Mr.

Pitts currently serves as our President and Chief Operating Officer.

Madden Consulting Agreement

2 unchanged sentences

The agreement is effective for one year, and will automatically renew for successive one-year terms.

Donald Swanson Transactions

Acquisition of Gummy USA LLC

On July 19, 2025, we entered into a Membership Interest Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole-member, Donald Swanson (“Swanson”), pursuant to which we acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which became our wholly-owned subsidiary.

As consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the “Purchase Shares”) which represented 77.5% of our issued and outstanding common stock after the transaction, to Swanson.

In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants.

In connection with, and as a material term of, the transaction, effective on July 19, 2025, Donald Swanson was appointed to our Board of Directors as our fourth director, Chairman, and as our President (Swanson was appointed as our CEO on September 16, 2025).

Kevin “Duke” Pitts, who was our President prior to the transaction, was appointed as our Chief Executive Officer (Pitts was appointed as our President and COO on September 16, 2025).

Further in connection with the transaction, Robert Madden, our Secretary and Chief Financial Officer, was appointed as the Manager of GUSA.

Rescission of Gummy USA LLC Acquisition and Appointment of Director;

Merger Agreement

On September 26, 2025, we rescinded the MIPA as of its effective date.

On September 30, 2025, we entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into our wholly-owned subsidiary, HE Gummy USA, Inc., a Nevada corporation.

We re-issued the Purchase Shares, which continued to represent 77.5% of our issued and outstanding common stock after the transaction, to Swanson.

In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants.

In connection with, and as a material term of, the rescission, the appointment of Swanson to our Board of Directors was also terminated as of its effective date, and effective on September 30, 2025, Donald Swanson was re-appointed to our Board of Directors as our fourth director, Chairman, and as our Chief Executive Officer.

Kevin “Duke” Pitts, who was our President prior to the transaction, was re-appointed as our President and Chief Operating Officer.

Further in connection with the transaction, Robert Madden, our Secretary and Chief Financial Officer, was re-appointed as the Manager of GUSA.

Swanson Consulting Services Agreement

On July 30, 2025, we entered into a Consulting Services Agreement with Donald Swanson.

Pursuant to this agreement, Mr.

Swanson has agreed to serve as our President (subsequently changed to Chief Executive Officer) and as the Chairman of our Board of Directors in exchange for $360,000 per year.

The agreement has an expiration date of July 30, 2027, and will automatically renew for successive 12 month period thereafter unless terminated by either party.

Jay Decker Transactions

We have entered into numerous transactions with Jay Decker, our majority shareholder, as follows:

We have entered into numerous transactions with Jay Decker, our majority shareholder until the September 30, 2025 transaction with Gummy USA, as follows:

BergaMet Acquisition

8 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.

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:

Shelton Decker

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, to Jay Decker and his adult sons for consulting services rendered.

The warrants expired in October 2025.

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

5 unchanged sentences

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

All of the RSU’s and RSA’s have been exercised.

Director Independence

3 unchanged sentences

According to the NYSE American definition, Mr.

Bossung and Mr.

Croyle are independent directors.

Croyle and Mr.

Bossung are our only independent directors.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

28 unchanged sentences

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

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

Consulting Agreement with Robert Madden effective June 1, 2022

Consulting Services Agreement with Donald Swanson dated July 30, 2025

Rescission Agreement and General Mutual Release dated September 26, 2025

Agreement and Plan of Merger dated September 30, 2025

Code of Ethics

Grey Cloak Tech Inc.

Insider Trading Policy

Consent of Bush & Associates CPA LLC, 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 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 .

5 unchanged sentences

XBRL Presentation Linkbase Document

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.

* Filed herewith

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

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.

Incorporated by reference from our Registration Statement on Form S-1/A filed with the Commission on September 14, 2023.

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 Annual Report on Form 10-K filed with the Commission on March 31, 2023.

Incorporated by reference from our Registration Statement on Form S-1/A filed with the Commission on April 11, 2023.

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

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on October 2, 2025

ITEM 16 – 10-K SUMMARY

2 unchanged sentences

Healthy Extracts Inc.

March 31, 2025

April 8, 2026

/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 , 2025

April 8, 2026

/s/ Kevin “Duke” Pitts

Kevin “Duke” Pitts

March 31 , 2025

April 8, 2026

/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