PLSH Panacea Life Sciences Holdings Inc (PK)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2023, the board of directors (the “Board”) of Panacea Life Sciences Holdings, Inc. (the “Company”) approved the Company’s entry into Restricted Stock Agreements under the Company’s Amended and Restated 2021 Equity Incentive Plan with Leslie Buttorff, the Company’s chief executive officer and member of the Board, Lawrence J. Wert, Board member, Nick Cavarra, the Company’s President, and Nathan Berman, the Company’s Controller (the “Restricted Stock Agreements”). Pursuant to the Restricted Stock Agreements, the Company will issue 760,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) to Ms. Buttorff in lieu of her annual salary for 2023, 150,000 shares of Common Stock to Mr. Wert in lieu of cash compensation for his service on the Board in 2022 and 2023, 150,000 shares of Common Stock to Mr. Cavarra in lieu of sales commissions earned in 2022, and 50,000 shares of Common Stock to Mr. Berman in lieu of salary increase. Fifty percent (50%) of the Common Stock issued pursuant to the Restricted Stock Agreements will be subject to vesting restrictions, and will vest on the one-year anniversary of the grant date.

The foregoing description of the Restricted Stock Agreements is not complete and is qualified in its entirety by reference to the full text of such agreement, a form of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.