SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
December 30, 2016
Kaya Holdings, Inc.
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
Employer Identification No.)|
S. Andrews Avenue, Suite 209, Fort Lauderdale, Florida 33301
of principal executive offices and zip code)
telephone number including area code)|
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 registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12(b) under the
Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))|
As used in this Current Report on Form 8-K
and unless otherwise indicated, the terms “KAYS,” “the Company,” “we,”
“us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.
Item 1.01. Entry Into a Material Definitive Agreement.
The disclosure set forth below under “Item
3.02. Unregistered Sales of Equity Securities” is hereby incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity
On December 30, 2016, we entered into a $2.1 million financing agreement (the “Financing Agreement”) with an institutional investor (the “Investor”) who had previously
furnished KAYS with $1.2 million in financing, pursuant to which the Investor purchased and agreed to purchase up to $2.1 million
in convertible notes (the “Notes”) from the Company as follows:
|·||The Investor purchased $250,000 in principal amount of Notes from the Company on December
31, 2016, contemporaneously with the execution of the Financing Agreement, which Notes are convertible into shares of the
Company’s common stock (“Shares”), at a conversion price of $0.04.(the “$0.04 Notes”).
|·||The Investor purchased an additional $150,000 in principal amount of $0.04 Notes from
the Company on January 4, 2017.
|·||The Investor has the right to purchase up to an aggregate of an additional $700,000
in principal amount of Notes at any time and from time to time through March 31, 2017, which Notes will be convertible into Shares
at a conversion price of $0.07 (the “$0.07 Notes”).
|·||Provided the Investor has fulfilled its obligation to purchase all $700,000 in principal
amount of $0.07 Notes from the Company on or before March 31, 2017, the Investor will have the right to purchase up to an aggregate
of up to an additional $1,000,000 in principal amount of Notes at any time and from time to time through June 30, 2017, which
Notes will be convertible into Shares at a conversion price of $0.10.
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 Financing Agreement also provided that in consideration of the Company and
Investor entering into the Financing Agreement, the currently outstanding $1,051,825 in principal amount of Notes previously
made by the Company in favor of Purchaser (the “Prior Notes”) are modified and amended to (a) extend
the maturity date of the Prior Notes is hereby extended to January 1, 2019 (the “Extended Maturity Date”);
and (b) reduce the, the interest rate on the Prior Notes is hereby reduced to eight percent (8%) per annum until the
Extended Maturity Date. In addition, Investor waived the right to acquire an additional $250,000 in principal amount of
Notes pursuant to arrangements entered into with the Company prior to the date of Financing Agreement.
The Notes are being 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
will be 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 attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to such documents.
Item 9.01 Financial Statements and Exhibits.
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.
Frank, President and Chief Executive Officer