8-K

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): June 4, 2024

Kaya Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-177532	90-0898007
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

915 Middle River Drive, Suite 316, Fort Lauderdale, FL	33304
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (954) 480-1270

(Former 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 Company 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(b))

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As used in this Current Report on Form 8-K (the “Report ”), the terms “KAYS,” the “Company,” “we ,” “us” and “our” refer to Kaya Holdings, Inc. and its owned and controlled subsidiaries, unless the context indicates otherwise.

Item 8.01 Other Events.

On June 4, 2023, the Company issued a press release announcing that it has begun accepting appointments at its The Sacred Mushroom™ Psilocybin Treatment center in Portland, Oregon.

A copy of the press release is included as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release dated June 4, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: June 7, 2024	KAYA HOLDINGS, INC.
	By:	/s/ Craig Frank
		Craig Frank, Chief Executive Officer

EX-99.1

Exhibit 99.1 

Kaya Holdings, Inc. “The Sacred Mushroom™” Psilocybin Treatment Center Begins Accepting Appointments

Ft. Lauderdale, FL., June 04, 2024:  Kaya Holdings, Inc., ("KAYS" or the "Company") (OTCQB:KAYS) announced today that its majority owned subsidiary, Fifth Dimension Therapeutics, Inc. has begun accepting appointments at its The Sacred Mushroom™ (“TSM”) Psilocybin Treatment center in Portland, Oregon.

To find out more information or make an appointment please access our web page by clicking on the above image or go to https://thesacredmushroompdx.com.

You may also email info@tsmpdx.com

The Sacred Mushroom™ has been purposely designed to provide all TSM guests with the opportunity to fully experience the transformative potential of the psychedelic journey.

Individuals journeying at TSM can customize their experience through TSM’s proprietary “Synergy by Design”, offering tailored sights, sounds, and smells. The facility also offers journey-enhancing activities such as art expression, body, movement, and journaling.

Groups journeying at TSM are offered the entire facility to enhance group and individual experiences. The Sacred Mushroom™ has groups for a wide range of mental health disorders including PTSD, anxiety, trauma, and addictions. The facility also offers group opportunities for corporate events and private groups for those seeking to explore psychedelics as a mind-expanding journey.

View from The Sacred Mushroom™ - Mount Hood can be seen above the Portland, Oregon skyline from our 11,000 square foot, 7^th Floor Facility

“The TSM facility has been designed with great respect for the power of psilocybin mushrooms”, states KAYS CEO Craig Frank. “The opportunity these mushrooms provide for deeper understandings, personal transformation, greater inner peace, relief from mental disorder, and sheer wonderment, demand we provide all guests with the facility that draws out and enhances these incredible moments. We are extraordinarily proud of The Sacred Mushroom™, the facility, the journey opportunities, and the follow-up we provide”.

Recent university medical studies have shown psilocybin treatments to be a potentially effective treatment path for people suffering from trauma, PTSD, depression, and other hard to treat mental health conditions. According to Precedence Research, the U.S. behavioral health market was more than $83 billion in 2022 and is expected to exceed $136 billion by 2032.

“Completion of the first “The Sacred Mushroom™” Psilocybin Treatment Facility is an important milestone for KAYS”, said David Jones, KAYS Senior Advisor for Business Development and Financial Operations. “Wall Street has taken notice of the need for Psychedelic Medicine as an alternative approach for treating mental health disorders, and KAYS intends to secure its place in the value chain through the opening its Psychedelic Treatment Centers.”

KAYS Shareholders and Other Interested Parties – Please Update Your Contact Information:

We routinely receive calls and emails from shareholders and other interested parties seeking an update on our operations. We are asking all KAYS shareholders and interested parties to email us and confirm their contact info. Please email info@kayaholdings.com with "KAYS shareholder update" in the subject line and include your name, address, phone number and number of shares you own so that we can make sure you receive all updates and respond to inquiries. If you would like to speak to someone at the Company, please call or text 954-480-1270 and someone will get right back to you.

About Kaya Holdings, Inc. (www.kayaholdings.com)

Kaya Holdings, Inc is a "mind care" company with operations in the emerging psilocybin sector and in medical/recreational cannabis. KAYS is a fully reporting, US-based publicly traded company, listed for trading on the OTCQB market under the symbol KAYS.

In 2014 KAYS became the first US public company to own and operate a medical cannabis dispensary (in Portland, Oregon). Today, KAYS has interests in three cannabis licenses (1 in Portland Oregon, USA and 2 in Greece). Resuming its role as innovator and trend setter, the Company is again breaking ground in the United States with The Sacred Mushroom™ psychedelic treatment centers through its majority owned subsidiary, Fifth Dimension Therapeutics, Inc. ("FDT").

KAYS subsidiaries include:

Fifth Dimension Therapeutics, Inc. serves as the Company's operating branch in the psychedelic treatment sector, including operation of mushroom cultivation facilities and The Sacred Mushroom™ treatment centers.

f 

Marijuana Holdings Americas, Inc. owns the Kaya Shack™ brand of licensed medical and recreational marijuana stores and the Kaya Farms™ brand of cannabis production and processing operations in the United States.

Kaya Brands International, Inc., serves as the vehicle for the Company's non-U.S. operations including cultivation activities under development in Greece and Israel.

Kaya Brands USA, Inc. owns a wide range of proprietary brands of cannabis extracts, oils, pre-rolls, topicals, edibles and beverages, cannaceuticals and related accessories.

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 psychedelics and cannabis. Potential investors and shareholders are cautioned that KAYS and subsidiaries including FDT 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 and psychedelic products, engaging in said activities or acquiring existing production/sales operations). Advice of counsel with regard to specific activities of KAYS, 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. Additionally, the launch of The Sacred Mushroom™ Psilocybin Treatment Center is dependent on receipt of final financing from our investors.

Forward-Looking Statements

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar 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. 

Contact:

W. David Jones

954-480-1270

XML

Cover	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 04, 2024
Entity File Number	333-177532
Entity Registrant Name	Kaya Holdings, Inc.
Entity Central Index Key	0001530746
Entity Tax Identification Number	90-0898007
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	915 Middle River Drive
Entity Address, Address Line Two	Suite 316
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33304
City Area Code	954
Local Phone Number	480-1270
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false