Current Report Filing (8-k)
February 14 2023 - 8:01AM
Edgar (US Regulatory)
0001552189
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0001552189
2023-02-14
2023-02-14
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 14, 2023
PANACEA
LIFE SCIENCES HOLDINGS, INC.
(Exact
name of the registrant as specified in its charter)
| Nevada |
|
001-38190 |
|
27-1085858 |
| (State or other jurisdiction
of |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
5910
South University Blvd, C18-193
Greenwood
Village, CO 80121
_____________________________________________
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: 1-800-985-0515
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see General Instruction A.2 below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| |
|
| ☐ |
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 exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
March 3, 2022, Panacea Life Sciences Holdings, Inc. (the “Company”) entered into a Share Exchange Agreement with an institutional
investor (the “Investor”) pursuant to which the Investor exchanged 350 shares of the Company’s Series A Preferred Stock,
par value $0.0001, for a Senior Convertible Note dated March 3, 2022 in the principal amount of $385,000, as amended (the “Note”).
The
parties have agreed that the Company will repay the Note in full pursuant to the terms of a Note Payoff Agreement dated February 9, 2023,
under which the Company shall pay to Investor (i) $135,000 on February 13, 2023; (ii) $100,000 on or before June 30, 2023, and (iii)
shall convert 540,000 shares of the Company’s Common Stock at a fixed conversion price of $0.25 per share.
The
payment made on February 13, 2023 was funded under the Company’s line of credit with its Chief Executive Officer.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
| |
Panacea Life Sciences Holdings, Inc. |
| |
|
|
| Date: February 14, 2023 |
By: |
/s/ Leslie Buttorff |
| |
Name: |
Leslie Buttorff |
| |
Title: |
Chief Executive Officer |
Panacea Life Sciences (PK) (USOTC:PLSH)
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