Material Agreement, Asset Transaction, Private Placement, Changes in Control, Management Change/Compensation, Termination of Material Agreement (Form 8-K)

Item 1.01Entry into a Material Definitive Agreement.

Item 1.02Termination of a Material Definitive Agreement.

Acquisition of Gummy USA LLC

On July 19, 2025, we entered into a Membership Interest Purchase Agreement (the "MIPA") with Gummy USA LLC ("GUSA") and its sole-member, Donald Swanson ("Swanson"), pursuant to which we acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which became our wholly-owned subsidiary. As consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the "Purchase Shares") which represented 77.5% of our issued and outstanding common stock after the transaction, to Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants.

In connection with, and as a material term of, the transaction, effective on July 19, 2025, Donald Swanson was appointed to our Board of Directors as our fourth director, Chairman, and as our President (Swanson was appointed as our CEO on September 16, 2025). Kevin "Duke" Pitts, who was our President prior to the transaction, was appointed as our Chief Executive Officer (Pitts was appointed as our President and COO on September 16, 2025). Further in connection with the transaction, Robert Madden, our Secretary and Chief Financial Officer, was appointed as the Manager of GUSA.

Rescission of Gummy USA LLC Acquisition and Appointment of Director; Merger Agreement

On September 26, 2025, we rescinded the MIPA as of its effective date. On September 30, 2025, we entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into our wholly-owned subsidiary, HE Gummy USA, Inc., a Nevada corporation. We re-issued the Purchase Shares, which continued to represent 77.5% of our issued and outstanding common stock after the transaction, to Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants.

In connection with, and as a material term of, the rescission, the appointment of Swanson to our Board of Directors was also terminated as of its effective date, and effective on September 30, 2025, Donald Swanson was re-appointed to our Board of Directors as our fourth director, Chairman, and as our Chief Executive Officer. Kevin "Duke" Pitts, who was our President prior to the transaction, was re-appointed as our President and Chief Operating Officer. Further in connection with the transaction, Robert Madden, our Secretary and Chief Financial Officer, was re-appointed as the Manager of GUSA.

Section 2 - Financial Information

Item 2.01Completion of Acquisition or Disposition of Assets.

See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02.

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Section 3 - Securities and Trading Markets

Item 3.02Unregistered Sales of Equity Securities.

See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02.

In connection with the transaction, effective as of September 30, 2025 and as consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the "Purchase Shares") which represents 77.5% of our issued and outstanding common stock after the transaction, to Donald Swanson, who was appointed as a member of our Board of Directors, Chairman, and as our President. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and Swanson is an accredited and sophisticated shareholder.

Section 5 - Corporate Governance and Management

Item 5.01Changes in Control of Registrant.

See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02.

There are no arrangements that may at a subsequent date result in a further change of control.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See the description of the Acquisition of Gummy USA LLC in Item 1.01 and 1.02.

In connection with, and as a material term of, the transaction, effective on September 30, 2025, Donald Swanson was re-appointed to our Board of Directors as our fourth director, Chairman, and as our Chief Executive Officer. Kevin "Duke" Pitts, who was our President prior to the transaction, was re-appointed as our President and Chief Operating Officer.

Donald Swanson, age 67, was appointed as a member of our Board of Directors, Chairman, and as our Chief Executive Officer on September 30, 2025. Mr. Swanson was the founder and has been the CEO of Gummy USA LLC since its inception in 2021. Mr. Swanson brings over eight years of deep experience in pharmaceutical-grade manufacturing and gummy innovation. He has successfully designed and implemented state-of-the-art production facilities across multiple international locations, and his proprietary processes deliver unmatched precision. Under his leadership, Gummy USA has not only secured significant purchase orders but also positioned itself to set a new industry benchmark for quality, regulatory compliance, and supply chain efficiency. His expertise spans automated controls, advanced fluid dynamics, and blockchain-enabled product authentication, solving critical production inefficiencies and protecting brand integrity.

There are no family relationships between any of our officers or directors. Other than the transactions in connection with the acquisition of Gummy USA LLC, there are no transactions with related persons.

On October 1, 2025, William Bossung resigned as a member of our Board of Directors.

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Section 9 - Financial Statements and Exhibits.