KAYS Kaya Holdings Inc (QB)

As previously reported in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company entered into an agreement (the “CVC Agreement”) with CVC International, Inc. (“CVC”), an institutional investor who holds certain of the Company’s Convertible Promissory Notes (the “Notes”), one of which was secured by a $500,000 mortgage on the property the Company owned in Lebanon, Oregon, which the Company intended to develop as a cannabis grow and production facility (the “Property”).

Pursuant to the CVC Agreement, CVC released its $500,000 mortgage lien on the Property, to enable the Company to sell the Property and utilize the proceeds therefrom for the benefit of the Company and its shareholders, without having to repay CVC the $500,000 Note held by CVC.

Additionally, CVC agreed to advance certain sums against the sale of the Property (“Advances”), which included $150,000 advanced at the time the CVC Agreement was entered into and an $120,000 which was advanced to the Company on November 10, 2022. The advances bear interest at the rate of 10% per annum and are convertible into shares of our common stock at $0.08 per share, subject to market adjustment.

On February 28, 2023 we sold the Property for a price of $769,500, less commissions and customary closing costs. The net proceeds of the sale were used to repay the advances and an additional short-term loan of $100,000 (plus interest due of $5,000). After such repayments, the Company realized net proceeds of approximately $302,000,000.

Additionally, the Company has entered into an asset purchase agreement for the sale of its Salem Retail Cannabis Store (“Store 2”) for $210,000.00, less a 6% closing commission and minor closing expenses. The purchase price has been deposited in escrow, with a closing anticipated to occur prior to the end of March 2023, subject to the receipt of approval from the Oregon Liquor Control and Cannabis Commission.

The Company intends to utilize the net proceeds of approximately $500,000 from both the sale of the Property and Store 2, for general working capital including the resolution of its three non-performing store leases in South Oregon, the development of its planned Oregon Psilocybin business and planned Florida hybrid Ketamine Clinic and Telehealth business, as well as for the enhancement of its Portland Kaya Shack Retail Cannabis store to create a streamlined model designed to facilitate franchising efforts and development of its international projects.