Current Report Filing (8-k)
September 17 2020 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): September 16, 2020
Kaya Holdings,
Inc.
(Exact
name of registrant as specified in charter)
Delaware
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333-177532
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90-0898007
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(State
or other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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915
Middle River Drive, Suite 316,
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33304
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Fort
Lauderdale, FL
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954) 892-6911
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any
of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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As used in this Current Report
on Form 8-K, and unless otherwise indicated, the terms “the Company,” “Kaya Holdings, Inc.,”
“we,” “us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.
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Item
7.01
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Regulation
FD Disclosure.
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On September
16, 2020 KAYS issued a press release announcing that it had that
it commenced a $4.0 million through a private offering to be conducted pursuant to Rule 506(c) of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Offering”).
In the Offering,
the Company is offering and selling a maximum of one hundred and sixty (160) Units (“Units”) at an offering
price of $25,000.00 per Unit. The minimum investment is $12,500.00 (one-half Unit).
Each Unit
consists of:
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(a)
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1,000,000 shares of the Company’s common
stock (“KAYS Shares”);
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(b)
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1,000,000 one-year Class
A warrants (the “Class A Warrants”), each entitling the holder to purchase one additional KAYS Share, at an
exercise price of $0.075 per KAYS Share;
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(c)
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1,000,000
two-year Class B warrants (the “Class B Warrants”), each entitling the holder to purchase one additional KAYS
Share, at an exercise price of $0.125 per KAYS Share; and
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(d)
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100,000
shares of Kaya Brands International, Inc., a recently incorporated subsidiary
of KAYS through which the Company intends to launch its Kaya Farms Greece and Kaya Farms Israel operations.
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Each Class
A Warrant entitles the holder to purchase one KAYS Share at an exercise price of $0.075 per KAYS Share for a period of one (1)
year from the date of the final closing of the Offering, but is callable on thirty (30) days’ notice by the Company any
time after the Offering is closed if the average closing stock price of the preceding thirty (30) days exceeds $0.075, or the
then current exercise price, which may be reduced at the election of the Company.
Each Class
B Warrant entitles the holder to purchase one KAYS Share at an exercise price of $0.125 per KAYS Share for a period of two (2)
years from the date of the final closing of the Offering, but is callable on thirty (30) days’ notice by the Company after
nine months if the average closing stock price of the preceding thirty (30) days exceeds $0.125 or the current exercise price,
which may be reduced at the election of the Company.
The proceeds
of the offering will be used for the launch of Kaya Farms Greece and Kaya Farms Israel medical cannabis cultivation projects,
further development of Kaya Farms USA grow operations and Kaya Shack retail cannabis stores, the launch of the Company’s
cannabis extracted and infused brands and for general working capital and corporate purposes.
A copy of
the press release is included as Exhibit 99.1 to this report.
In accordance
with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit
99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated:
September 17, 2020
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KAYA HOLDINGS, INC.
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By:
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/s/
Craig Frank
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Craig Frank,
Chief Executive Officer
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