aibioHealthy Extracts acquires Adli Gummies, which does business as Imaraïs Beauty
Tickers HYEX
Healthy Extracts Inc. acquired 100% of Adli Gummies Inc. under an agreement dated May 15, 2026. It issued secured promissory notes of $165,000 and $629,000 and shares equal to approximately 17.76% of its outstanding common stock.
Key facts
- Company
- HEALTHY EXTRACTS INC. (OTC: HYEX)
- News type
- Mergers
- Primary source
- HEALTHY EXTRACTS INC. 8-K (2026-05-18)
Healthy Extracts Inc. (HYEX) said in a Form 8-K filed in May 2026 that it completed the acquisition of Adli Gummies Inc., an Ontario corporation that does business as Imaraïs Beauty. The Acquisition Agreement is dated May 15, 2026. Healthy Extracts made the purchase through its wholly-owned subsidiary, Healthy Extracts Canada Inc., a British Columbia corporation. That subsidiary acquired one hundred percent (100%) of the outstanding membership interests of Adli, which became a wholly-owned subsidiary of Healthy Extracts.
The report was filed under Item 1.01 (Entry into a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.02 (Unregistered Sales of Equity Securities), Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits).
The terms
The filing lists four parts to the consideration. Healthy Extracts issued a secured promissory note in the amount of $165,000 to Aaron Hefter, the largest shareholder of Adli. It issued a second secured promissory note in the amount of $629,000 to the rest of the Adli shareholders. It also issued 2,159,520 shares of Class B common stock of HE Canada to Hefter, and 840,480 shares of Healthy Extracts common stock to the rest of the shareholders.
The HE Canada shares can be exchanged at Hefter's option for shares of Healthy Extracts common stock on a one-for-one basis. The filing says the transaction also included the cancellation of 3,000,000 shares of Healthy Extracts common stock held by Donald Swanson, the company's Director and Chief Executive Officer. Taking that cancellation together with the shares issued, and assuming the exchange of the HE Canada shares, the total shares issued under the agreement amount to approximately 17.76% of the company's total issued and outstanding common stock.
The filing describes a Consulting Agreement with Hefter under which he will serve as Chief Brand Officer. The company says that agreement was a material term of the transaction.
The new Chief Brand Officer
Under Item 5.02, the filing says Aaron Hefter was appointed Chief Brand Officer effective May 15, 2026. It gives his age as 45. Hefter has been Chief Executive Officer of Adli Gummies Inc. since August 2020, and Co-Chief Executive Officer of Nutrabolics Inc. since October 2022.
The filing says Hefter is the chief executive and lead formulator of Imaraïs Beauty, which he co-founded with fitness and wellness figure Sommer Ray. It credits him with formulating more than 100 nutraceutical products that have collectively generated over $200 million in sales across several wellness and performance categories.
Financial position
The company's SEC XBRL financial data draws on its annual report filed April 9, 2026, which predates the acquisition. It reports revenue of $4.5 million for the fiscal year ended December 31, 2025, compared with $3.1 million for the fiscal year ended December 31, 2024. It reports a net income (loss) of negative $881,119 for 2025 and negative $840,671 for 2024.
For the same two years, cash from operations was $165,520 for 2025 and $281,968 for 2024. The 8-K does not state how the results of Adli will be combined with those of Healthy Extracts, and it does not give any pro forma figures for the combined company.
What is not yet known
The 8-K gives no revenue, profit or valuation for Adli, so readers cannot tell what the company paid for. The financial statements of the acquired business and the pro forma figures are due in an amendment not later than 71 days after the date the report was required to be filed. Meanwhile the price is paid in company paper: two secured promissory notes of $165,000 and $629,000, which are debt the company must service, and shares that, with the exchange, make up about 17.76% of its common stock, a dilution for existing holders even after counting the cancellation of 3,000,000 shares held by the chief executive. The company reported a net loss of $881,119 for 2025.