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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): August 22, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 20, 2024, the Company has filed an Amendment to its Certificate of Incorporation (the “Amendment”) with the Delaware Secretary of State increasing the number of shares of common stock that KAYS is authorized to issue from 500,000,000 shares to 1,500,000,000 shares.

 

A copy of the Amendment is filed as Exhibit 3.1 to this Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.   Description
3.1    Amendment to Certificate of Incorporation dated August 20, 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: August 20, 2024 KAYA HOLDINGS, INC.
     
  By: /s/ Craig Frank
   

Craig Frank,

Chief Executive Officer

 

 

 

Exhibit 3.1

 

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Cover
Aug. 22, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 22, 2024
Current Fiscal Year End Date --12-31
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
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