Healthy Extracts issues $258,750 promissory note to Labrys Fund II

Healthy Extracts Inc. (HYEX) said in a Form 8-K filed July 24, 2026 that it issued a promissory note in the principal amount of $258,750 to LABRYS FUND II, L.P., a Delaware limited partnership, under a Securities Purchase Agreement dated July 17, 2026. The company received a net amount of $225,000, minus expenses, when the note was issued. The Nevada corporation gives its principal executive offices as 7375 Commercial Way, Suite 125, in Henderson, NV 89011. It filed the report under Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sale of Equity Securities) and Item 9.01 (Financial Statements and Exhibits).

The filing refers to the investor as the Holder. It is dated July 23, 2026, and it is signed by Donald Swanson, the company's Chief Executive Officer. The filing names no underwriter or placement agent for this transaction.

The terms

The note has an original issue discount of $33,750 and a maturity date one year after issue. It bears interest at the rate of ten percent (10%) per annum, which the filing says is earned in full in advance. The note may not be prepaid without the Holder's consent.

The note becomes convertible after 180 days. The conversion price is the lesser of two figures: $2.00 per share, or 75% of the lowest closing bid price of the company's common stock during the fifteen (15) trading days immediately preceding the conversion date. Because the second figure depends on the market price at the time of conversion, the number of shares that could be issued on conversion is not fixed by the filing.

The company must also make monthly amortization payments of principal and interest in the amount of $36,964.28. Those payments begin January 18, 2027, and continue for six (6) months thereafter, unless some or all of the note has been converted into common stock.

Under Item 3.02, the company says the note, and any common stock issued on conversion, were offered and sold in reliance on the exemption in Section 4(a)(2) of the Securities Act of 1933, as amended. The filing describes the investor as an accredited investor as defined in Rule 501(a) of Regulation D, and says the investor acquired the securities for investment purposes only. The securities were not issued through any general solicitation or advertisement.

Financial position

The most recent annual figures in the company's SEC XBRL data come from the Form 10-K filed April 9, 2026. Revenue was $4.5 million for the fiscal year ended December 31, 2025, compared with $3.1 million for the fiscal year ended December 31, 2024. Net income (loss) was negative $881,119 for 2025 and negative $840,671 for 2024. Cash from operations was $165,520 for 2025 and $281,968 for 2024.

The 8-K itself does not state the company's cash balance.

What the note costs

The company receives $225,000 against a note with a face amount of $258,750. The gap is the $33,750 discount, and the ten percent interest is earned in full in advance. The $225,000 is more than the $165,520 the company generated from operations in 2025, so this small loan is large for a business of this size. It lost $881,119 in 2025 on revenue of $4.5 million, and its cash from operations fell to $165,520 from $281,968 in 2024.

The conversion price is tied to the market. Because it is 75% of the lowest closing bid in the 15 trading days before conversion, a falling share price means more shares are issued for the same debt, which dilutes existing holders. If the note is not converted, the company owes monthly payments of $36,964.28 starting January 18, 2027. The filing does not say how Healthy Extracts plans to use the money, and the exhibits are the Securities Purchase Agreement (Exhibit 10.1) and the Promissory Note (Exhibit 10.2).

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