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): March
13, 2017
Kaya Holdings, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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333177532
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90-0898007
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(Commission File
Number)
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(IRS Employer Identification
No.
)
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305 S. Andrews Avenue, Suite 209, Fort Lauderdale, Florida
33301
(Address of principal executive offices and zip code)
(954) 5347895
(Registrant’s telephone number including area code)
Former Name or Former Address (If Changed Since Last
Report)
Check the appropriate box below if the
Form 8K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a12(b) under the Exchange Act (17 CFR 240.14a12)
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Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17
CFR 240.14d2(b))
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Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17
CFR 240.13e4(c))
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As used in this Current Report on Form
8K and unless otherwise indicated, the terms “
KAYS
,” “
the Company
,” “
we
,”
“
us
” and “
our
” refer to Kaya Holdings, Inc. and its subsidiaries.
Item 3.02 Unregistered Sales of Equity Securities
.
In
March 2017, the Company completed a $2.1 million financing with an institutional investor (the “
Investor
”)
who had previously furnished KAYS with $1.2 million in financing, pursuant to a financing agreement (the “
Financing Agreement
”)
which the Company had previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 6, 2017 (the “
Prior Form 8-K
”). Pursuant to the Financing Agreement, the Investor purchased $2.1 million
in principal amount of convertible notes (the “
Notes
”) from the Company as follows:
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·
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$400,000
in principal amount of Notes which are convertible into shares of the Company’s
common stock (“
Shares
”), at a conversion price of $0.04;
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$700,000
in principal amount of Notes which are convertible into Shares at a conversion price
of $0.07; and
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$1,000,000
in principal amount of Notes which are convertible into Shares at a conversion price
of $0.10.
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The purchase price for the Notes is equal
to the principal amount thereof. The Notes have a term of two years from issuance and bear interest at the rate of eight percent
(8%) annum, which accrues and is payable to together with interest at maturity. The Investor may convert the principal amount
of the Notes (as well as other notes it currently holds as referenced above), together with accrued but unpaid interest thereon,
into Shares at the applicable conversion price, at any time or from time to time prior to maturity. The conversion price is subject
to adjustment for stock splits, stock dividends, recapitalizations and similar transactions. The Notes also provide that at no
time may they be convertible if the number of Shares being issued upon conversion to and then held by the Investor would result
in the Investor beneficially owning in excess of 4.99% of the Company’s then outstanding Shares, after giving effect to
the proposed conversion.
The Notes were issued pursuant to the exemption from
registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D thereunder. No
commissions or placement fees were paid in connection with the offer and sale of the Notes. The proceeds from the offer
and sale of Notes are being used to fund the Company’s 2017 growth plan, including expansion of our chain of legal Kaya
Shack™ Marijuana Superstores in Oregon, increasing the capacity of our legal marijuana grow facility and manufacturing
operations and introducing new Kaya branded cannabis products.
Copies of the Financing Agreement and
the form of Note were filed as Exhibits to the Prior Form 8-K. The foregoing summaries do not purport to be complete and are qualified
in their entirety by reference to such documents.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Years
.
On March 13, 2017, we filed a Certificate of Amendment to our
Certificate of Incorporation with the Delaware Secretary of State increasing the number of shares of common stock KAYA is
authorized to issue to five hundred million (500,000,000). The Company believes that the authorization of additional shares
of common stock (which was authorized by our board of directors and holders of a majority of our voting shares) was needed to
meet the Company’s obligations under outstanding convertible notes and securities, as well as to afford it with the
ability to raise additional capital as needed and accordingly, is in the best interests of the Company and its stockholders.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 8.01 Other Information
.
On March 21, 2017, we issued a press release announcing that
KAYA had received its third Marijuana Retailer license from the Oregon Liquor Control Commission and had opened its third
retail outlet, a Kaya Shack™ Marijuana Superstore, in North Salem, Oregon. A copy of the press release is filed as
Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
.
(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.
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Date: March 22, 2017
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KAYA
HOLDINGS, INC.
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By: /s/
Craig Frank
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Craig
Frank, President and Chief Executive Offi
cer
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Exhibit
3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
KAYA HOLDINGS, INC.
Pursuant
to the requirements of Section 242 of the Delaware General Corporation Law, the undersigned, Craig Frank, hereby certifies that
he is the duly elected and acting President of
KAYA HOLDINGS, INC.
, a Delaware corporation (the “
Corporation
”),
and does hereby make, adopt and file this Certificate of Amendment to Certificate of Incorporation on behalf of the Corporation:
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1.
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By the written consent of all the members of the Board of Directors of the Corporation
and the holders of capital stock having a majority of the issued and outstanding voting rights of the Corporation dated February
27, 2017, the Corporation adopted resolutions approving the amendments set forth below.
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2.
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Article IV of the Certificate of Incorporation is hereby amended to add the following
paragraph to said Article IV which shall replace and supersede any prior language referencing the number of authorized shares
of common stock of the Corporation:
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“The number of shares
of common stock which the Corporation shall have the authority to issue shall be five hundred million (500,000,000) shares, par
value $0.0001.”
IN
WITNESS WHEREOF,
the undersigned, being the President of the Corporation, has signed this Certificate of Amendment to the
Certificate of Incorporation this 27th day of February, 2017.
KAYA HOLDINGS, INC.
By:
/s/ Craig Frank
Craig Frank, President
Exhibit 99.1
KAYA HOLDINGS (OTCQB: KAYS) OPENS
3
RD
KAYA SHACK™ RECREATIONAL
MARIJUANA STORE
AND MEDICAL MARIJUANA DISPENSARY
Salem, Oregon: March 21, 2017 – Kaya
Holdings, Inc. (OTCQB: KAYS), announced today that it has received its 3
rd
Marijuana Retailer license from the Oregon
Liquor Control Commission (OLCC), and has opened its third Kaya Shack Retail Marijuana location. Kaya Shack 3, with more than
2400 square feet of Class “A” retail space in North Salem, Oregon is built on the Marijuana Superstore Model and features
a wide selection of fine, affordable cannabis, cannabis infused products, and accessories for both recreational customers and
medical marijuana patients.
“This new store is the next step in
the execution of our business plan. Although its opening was delayed by a transitioning regulatory environment, we are hopeful
that it will serve as a cornerstone of our presence in Salem.” stated Craig Frank, CEO of Kaya Holdings.
In related news KAYS announced that it has
hired Greg Perkins of More Realty to assist in identifying a suitable 30-60 acre tract of land in Oregon for KAYS to expand its
growing operations to the maximum space currently allowed by law utilizing a mix of indoor and greenhouse cultivation. Additionally,
KAYS is hoping to position itself through the potential acquisition of this property for future development including increased
Marijuana Canopy production, development of marijuana processing facilities and other cannabis related endeavors (subject to local
zoning restrictions or liberalization of restrictions). KAYS will cease operations of its Portland grow facility at the end of
March and has made arrangements to maintain its genetics library of over 30 strains of cannabis at a medical grow site to be registered
shortly, and has already contracted with farmers to meet demand until the new facility is fully operational.
About Kaya Holdings, Inc. (www.kayaholdings.com)
KAYS (OTCQB: KAYS) through its subsidiary,
Marijuana Holdings Americas, Inc. owns and operates the Kaya Shack (www.kayashack.com) , the first legal marijuana dispensary
by a U.S. publicly traded company – Kaya Shack™. KAYS creates and establishes it own brands that produce, distribute
and/or sell premium cannabis products, including flower, concentrates, and cannabis-infused baked goods and candies.
IMPORTANT DISCLOSURE: KAYS is planning execution
of its stated business objectives in accordance with current understanding of State and Local Laws and Federal Enforcement Policies
and Priorities as it relates to Marijuana (as outlined in the Justice Department's Cole Memo dated August 29, 2013), and plan
to proceed cautiously with respect to legal and compliance issues. Potential investors and shareholders are cautioned that AFAI
and MJAI will obtain advice of counsel prior to actualizing any portion of their business plan (including but not limited to license
applications for the cultivation, distribution or sale of marijuana products, engaging in said activities or acquiring existing
Cannabis production/sales operations). Advice of counsel with regard to specific activities of KAYS and MJAI, Federal, State or
Local legal action or changes in Federal Government Policy and/or State and Local Laws may adversely affect business operations
and shareholder value.
Forward Looking Statements
This press release includes statements
that may constitute "forward-looking" statements, usually containing the words "believe," "estimate,"
"project," "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute
to such differences include, but are not limited to, acceptance of the Company's current and future products and services in the
marketplace, the ability of the Company to develop effective new products and receive regulatory approvals of such products, competitive
factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities
and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements
for revisions or changes after the date of this release.
For more information contact Investor Relations:
561-210-7664