SUBSEQUENT EVENTS	12 Months Ended
Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS *Credit Agreement* On August 4, 2022, The Healing Company Inc. (the “Company”) entered into a credit agreement (the “Agreement”) with certain lenders (the “Lenders”) who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments (“Term Loans”), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria established by an administrative agent (the “Administrative Agent”) party to the Agreement. Term Loans anticipated to be funded under the Agreement will be in a minimum principal amount of at least $400,000, bear an annual interest rate of 12% and will mature the earlier of 12 months following the final draw down under a Term Loan and a date on which an event of default, as defined in the Agreement, occurs. Term Loans will be repayable in full on their maturity dates and may be voluntarily prepaid in full (but not in part) at the option of the Company and prepaid on a mandatory basis on the sale of the assets underlying a particular Term Loan. Interest on any outstanding Term Loans will be paid monthly. The Company paid an upfront fee of $562,500 to the Administrative Agent for the benefit of the Lenders and will pay the Administrative Agent, for its own account, a quarterly fee of $12,500. The Company and each of its subsidiaries (the “Subsidiaries”) have agreed to secure all of their future anticipated obligations under the Agreement by granting the Lenders a first priority lien on substantially all of their assets and the Company has agreed to secure all future obligations to be incurred under the Agreement by granting to a collateral agent, for the benefit of the lenders, a first priority lien on all of the capital stock of the Subsidiaries held by the Company. In connection with the transactions contemplated by the Agreement, the Company has also issued to the Administrative Agent a seven-year warrant to purchase, for its own account, up to 1,300,123 shares of the Company’s Seed Preferred Stock at an exercise price of $2.00 per share. *Loan Purchase and Sale Agreement* On September 9, 2022, The Healing Company Inc. (the “Company”) entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”). Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like. As of the date of the Agreement, the outstanding principal amount of the Loan along with accrued but unpaid interest was approximately $7.614 million. The Loan stopped accruing interest on July 22, 2022. The Company purchased the Loan to provide additional time for the negotiation of the Company’s possible acquisition of the assets of Your Super Company. *Other* On July 12, 2022, the Company entered into a Technology Services Agreement with Number 5, LLC whereunder certain content, project services and ecommerce software development shall be provided for total fees of approximately $60,000 in accordance of a schedule of deliverables. In addition, once the project is complete the contractor will provide a minimum 20 hours of monthly maintenance services monthly at a rate of $3,000 per month per project. On July 27, 2022, the Company incorporated a Nevada Corporation, NOEO, Inc. and has commenced the process of transferring the assets of NOEO GMBH to the Nevada corporation where it will undertake the expansion of the business in North America. Currently the Company is in the process of rebranding the NOEO product line in accordance with North American labeling standards and best practices. On July 28, 2022, the Company entered into an agreement with Marketerhire LLC whereunder Marketerhire shall receive a minimum fee of $1,500 each four weeks for any individual talent engaged by the Company under the terms of the agreement. Further, under the terms of the agreement Marketerhire shall receive a buyout fee of $20,000 for each individual hired by the Company within 30 days thereof. On August 1, 2022 the Company entered into a Consulting Agreement with RayRos Holdings LLC for an initial term of three months at a rate of $5,000 per month for marketing strategy and assessment and partnership development services focused on the wellness and healing sector. In addition, the Company granted a non statutory stock option to purchase 100,000 shares of common stock, exercisable at $0.001 per share to the founder, Mr. John Hoekman, which options vest quarterly as to 25% each quarter from grant date, August 1, 2022. On September 1, 2022 the Company entered into a consulting agreement with Lee Forster for an initial term of 24 months, with automatic successive renewals unless other terminated 30 days prior to the end of the current term, whereunder Mr. Forster shall act as an advisor to the Company on financing and fundraising efforts, growth opportunities, endorsements and other corporate strategy at a rate of $3,125 per month. In addition, the Company granted a non statutory stock option to purchase 125,000 shares of common stock, exercisable at $0.001 per share to Mr., Forster, which options vest over a two (2) year period following the Vesting Start Date with 12.5% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date. On September 1, 2022 the Company's CEO, Simon Belsham, acquired 2.5 million shares of the Company's common stock in a private secondary stock purchase transaction with Ingenious Investments AG, a corporation controlled by Wanja Oberhof, and greater than 10% shareholder, for consideration of $0.001 per share, or $2,500, as determined by a 409A valuation report. On September 27, 2022, the Company issued 3,700,000 shares of unregistered, restricted common stock to various officers, directors and consultants in accordance with certain stock award agreements. The Company’s management has reviewed all material subsequent events through the date these consolidated financial statements were issued in accordance with ASC 855-10.

SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2022

NOTE 12. SUBSEQUENT EVENTS

Credit Agreement

On August 4, 2022, The Healing Company Inc. (the “Company”) entered into a credit agreement (the “Agreement”) with certain lenders (the “Lenders”) who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments (“Term Loans”), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria established by an administrative agent (the “Administrative Agent”) party to the Agreement.

Term Loans anticipated to be funded under the Agreement will be in a minimum principal amount of at least $400,000, bear an annual interest rate of 12% and will mature the earlier of 12 months following the final draw down under a Term Loan and a date on which an event of default, as defined in the Agreement, occurs. Term Loans will be repayable in full on their maturity dates and may be voluntarily prepaid in full (but not in part) at the option of the Company and prepaid on a mandatory basis on the sale of the assets underlying a particular Term Loan. Interest on any outstanding Term Loans will be paid monthly. The Company paid an upfront fee of $562,500 to the Administrative Agent for the benefit of the Lenders and will pay the Administrative Agent, for its own account, a quarterly fee of $12,500.

The Company and each of its subsidiaries (the “Subsidiaries”) have agreed to secure all of their future anticipated obligations under the Agreement by granting the Lenders a first priority lien on substantially all of their assets and the Company has agreed to secure all future obligations to be incurred under the Agreement by granting to a collateral agent, for the benefit of the lenders, a first priority lien on all of the capital stock of the Subsidiaries held by the Company.

In connection with the transactions contemplated by the Agreement, the Company has also issued to the Administrative Agent a seven-year warrant to purchase, for its own account, up to 1,300,123 shares of the Company’s Seed Preferred Stock at an exercise price of $2.00 per share.

Loan Purchase and Sale Agreement

On September 9, 2022, The Healing Company Inc. (the “Company”) entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”).

Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like.

As of the date of the Agreement, the outstanding principal amount of the Loan along with accrued but unpaid interest was approximately $7.614 million. The Loan stopped accruing interest on July 22, 2022.

The Company purchased the Loan to provide additional time for the negotiation of the Company’s possible acquisition of the assets of Your Super Company.

Other

On July 12, 2022, the Company entered into a Technology Services Agreement with Number 5, LLC whereunder certain content, project services and ecommerce software development shall be provided for total fees of approximately $60,000 in accordance of a schedule of deliverables. In addition, once the project is complete the contractor will provide a minimum 20 hours of monthly maintenance services monthly at a rate of $3,000 per month per project.

On July 27, 2022, the Company incorporated a Nevada Corporation, NOEO, Inc. and has commenced the process of transferring the assets of NOEO GMBH to the Nevada corporation where it will undertake the expansion of the business in North America. Currently the Company is in the process of rebranding the NOEO product line in accordance with North American labeling standards and best practices.

On July 28, 2022, the Company entered into an agreement with Marketerhire LLC whereunder Marketerhire shall receive a minimum fee of $1,500 each four weeks for any individual talent engaged by the Company under the terms of the agreement. Further, under the terms of the agreement Marketerhire shall receive a buyout fee of $20,000 for each individual hired by the Company within 30 days thereof.

On August 1, 2022 the Company entered into a Consulting Agreement with RayRos Holdings LLC for an initial term of three months at a rate of $5,000 per month for marketing strategy and assessment and partnership development services focused on the wellness and healing sector. In addition, the Company granted a non statutory stock option to purchase 100,000 shares of common stock, exercisable at $0.001 per share to the founder, Mr. John Hoekman, which options vest quarterly as to 25% each quarter from grant date, August 1, 2022.

On September 1, 2022 the Company entered into a consulting agreement with Lee Forster for an initial term of 24 months, with automatic successive renewals unless other terminated 30 days prior to the end of the current term, whereunder Mr. Forster shall act as an advisor to the Company on financing and fundraising efforts, growth opportunities, endorsements and other corporate strategy at a rate of $3,125 per month. In addition, the Company granted a non statutory stock option to purchase 125,000 shares of common stock, exercisable at $0.001 per share to Mr., Forster, which options vest over a two (2) year period following the Vesting Start Date with 12.5% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date.

On September 1, 2022 the Company's CEO, Simon Belsham, acquired 2.5 million shares of the Company's common stock in a private secondary stock purchase transaction with Ingenious Investments AG, a corporation controlled by Wanja Oberhof, and greater than 10% shareholder, for consideration of $0.001 per share, or $2,500, as determined by a 409A valuation report.

On September 27, 2022, the Company issued 3,700,000 shares of unregistered, restricted common stock to various officers, directors and consultants in accordance with certain stock award agreements.

The Company’s management has reviewed all material subsequent events through the date these consolidated financial statements were issued in accordance with ASC 855-10.