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): ~~July 3~~October 2, 2023

Panacea Life Sciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-38190		27-1085858
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~16194~~5910 ~~West~~South ~~45th~~University ~~Drive~~Blvd, C18-193

~~Golden,~~Greenwood ~~Colorado~~Village, ~~80403~~CO 80121

(Address of principal executive offices, including zip code)

(800) 985-0515

(Registrant’s telephone number, including area code)

~~5910 South University Blvd.~~N/A

Greenwood Village, Colorado 80121

(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 the registrant 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 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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of ~~1933or~~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. ☐

~~Section~~Item 1.01. –Entry ~~Registrant’s~~into ~~Business~~Material ~~and~~Definitive ~~Operations~~Agreement.

~~Item~~Asset ~~1.01~~Purchase ~~Entry into a Material Definitive~~ Agreement

On ~~July~~September 326, 2023, Panacea Life Sciences Holdings, Inc. (the “Company,” “Panacea,” “we,” or ~~the~~“our”) and PUR Life Medical, Inc. (“~~Company~~PUR Life”) entered into an ~~asset~~Asset ~~purchase agreement~~Purchase ~~(the~~Agreement (“APA”) ~~with~~pursuant ~~Lizard~~to ~~Juice,~~which ~~LLC,~~PUR Life aagreed ~~Delaware~~to ~~limited~~sell ~~liability~~and ~~company~~Panacea ~~(“Lizard~~agreed ~~Juice”),~~to ~~Gary~~purchase ~~Wilder, an~~all ~~individual resident~~ of ~~Florida~~the ~~(“Wilder”),~~following ~~New Age Distribution~~assets, ~~LLC,~~including abut ~~Florida~~not limited ~~liability~~to, ~~company~~tangible ~~(“New Age~~and ~~Distribution”)~~intangible, free and N7clear ~~Enterprises,~~of ~~Inc.~~all encumbrances, awhich ~~Florida~~are ~~corporation~~used ~~and~~or useful in the ~~parent~~business ~~company~~operations of ~~Lizard~~PUR ~~Juice~~Life and ~~New~~as ~~Age~~more ~~Distribution~~specifically defined below (~~“N7~~collectively, ~~Enterprises~~the “Assets”). ~~and~~PUR ~~together~~Life ~~with~~is ~~Lizard~~a ~~Juice,~~franchise ~~Wilder~~business and ~~New~~has ~~Age~~over ~~Distribution,~~60 ~~the~~different ~~“Seller”),~~areas ~~pursuant~~franchises toand individual ~~which~~spas, ~~subject~~which totogether ~~the~~provide ~~satisfaction~~a ofrevolutionary ~~certain~~approach ~~closing~~to ~~conditions~~alternative medicine, ~~the~~pain ~~Company~~management ~~will~~and ~~acquire~~longevity-based ~~certain~~solutions. ofThe ~~the assets of Seller for 84,548~~PUR ~~shares~~Life ofconcept aincludes ~~newly~~ground-breaking ~~authorized~~technologies ~~class~~from ofaround ~~convertible~~the ~~preferred~~world ~~stock~~combined ofwith ~~the~~unique ~~Company~~protocols ~~(the~~and ~~“Series~~treatments Eto ~~Preferred”),~~offer ~~including~~an ~~eight~~integrated ~~Kava~~and ~~Nitro~~synergistic ~~stores~~approach into ~~the~~health ~~Tampa,~~and ~~Florida~~healing. ~~area,~~Panacea ~~including~~further ~~inventory,~~plans ~~equipment~~to ~~and~~offer ~~recipes,~~its ~~distribution~~products ~~facilities~~within ~~and~~the aPUR ~~warehouse~~Life treatment centers. The ~~purchase~~complete ~~price~~list isof ~~subject~~Assets to ~~decrease~~be intransferred ~~the~~from ~~event~~PUR ~~that~~Life ~~closing~~to ~~monthly~~the ~~revenue~~Company isat ~~less~~Closing ~~than~~are ~~$175,000~~as ~~per month.~~follows:

~~Upon closing~~● ~~and~~All ~~filing~~Area ~~with the Secretary of State of the State of Nevada at closing~~Representative, ~~the~~all ~~Series~~Single EUnit ~~Preferred~~Franchise ~~stock~~Agreements ~~will~~currently ~~have~~in aeffect ~~par value $0.0001 per share~~ and beall ~~convertible~~currently ~~into~~proposed ~~the~~franchise ~~common stock, par value $0~~agreements.~~0001~~ ~~per~~Any ~~share~~deposits ofin ~~the~~process ~~Company~~will ~~(the~~be ~~“Common~~transferred ~~Stock”) after 180 days following issuance and rank: (a) senior with respect~~ to ~~dividend rights and rights of liquidation with~~ the ~~Common~~Buyer. ~~Stock; (b)~~● ~~junior~~All ~~with~~current ~~respect~~Franchise toDisclosure ~~dividends~~Documents and ~~right~~related oflegal ~~liquidation~~materials. ~~with~~● ~~respect~~All totrademarks ~~the Company’s existing outstanding preferred stock;~~ and ~~(c)~~copyrights ~~junior with respect to dividends~~ and ~~right~~PUR ofLIFE ~~liquidation to all existing indebtedness of the Company~~name. ~~Each~~● ~~share~~All ofagreements ~~Series~~with ~~E Preferred will be convertible into 100 shares of Common Stock~~vendors, ~~plus~~team ~~all~~members ~~accrued and unpaid dividends. The stated value of each Series E Preferred share is $1.00 per share. Upon liquidation, dissolution~~ or ~~winding~~suppliers upwith of the ~~Company,~~intent ~~shall~~that bethose ~~entitled~~agreements tomay be ~~paid~~renegotiated ~~out~~within ~~of the~~a ~~assets~~reasonable ~~available~~time. ~~after~~● ~~payment~~All ~~of all senior claims~~manuals, ansoftware ~~amount~~and ~~equal~~operating ~~to the stated value plus accrued but unpaid dividends, if any~~systems. ~~Each~~ ~~will~~● beAll ~~subject~~forms toand ~~adjustment~~materials for ~~stock~~franchisee ~~splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events~~support. ~~The~~● ~~Company~~All ~~is prohibited from effecting a conversion of the Series E Preferred to the extent that, as a result of such conversion, the holder would beneficially own more than 4~~equipment.~~99%~~ of● ~~the~~All ~~number~~accounts ~~of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Series E Preferred (the “Beneficial Ownership Limitation”)~~receivable. ~~Holders~~ of● ~~Series~~Employees ~~E Preferred have no right to vote any matter, including the election~~ of ~~directors.~~PUR Life

~~Closing~~Subject ofto the ~~APA~~terms isand ~~subject to certain~~ conditions, ~~including~~set ~~delivery~~forth ofin ~~audited financial statements of~~ the ~~business. Within forty-five (45) days following the execution of the~~ APA, ~~Seller~~a ~~shall~~newly ~~prepare~~formed ~~and~~subsidiary ~~deliver~~of toPanacea ~~the~~would ~~Company~~merge ~~financial statements prepared in accordance~~ with ~~GAAP~~and byinto aPUR ~~PCAOB~~Life ~~accounting~~(the ~~firm in such form~~ “Merger”) and ~~for~~PUR ~~such~~Life ~~periods~~would asbecome isour ~~required~~new tosubsidiary be(the ~~filed~~“Subsidiary”). inMr. aDan ~~Current~~Olsen ~~Report~~(“Mr. onOlsen”), ~~Form~~who ~~8-K~~founded ~~for~~the aPUR ~~period~~Life offranchise ~~two~~and ~~(2)~~owned ~~fiscal~~58.5% ~~years~~of ~~prior~~PUR toLife, ~~closing~~will asown ~~well~~7% asof ~~unaudited~~the ~~reviewed~~Subsidiary, ~~quarterly~~while ~~financial~~Panacea ~~information~~holds as93% isownership. ~~required~~Mr. toOlsen bewill work ~~filed~~closely inwith athe ~~Current~~management ~~Report~~team ~~on form 8-K. For a period~~ of ~~two (2) years following Closing, neither~~ the ~~Seller~~Subsidiary ~~nor~~for ~~any affiliates shall engage in~~ a ~~business~~reasonable ~~competing~~time ~~with~~to ~~the~~offer ~~business~~his ofexpertise ~~the~~in ~~Company,~~consulting orand ~~solicit~~franchising ~~any customers or suppliers~~ to the Company, infor furthering the ~~states~~expansion of ~~Florida or~~PUR ~~Colorado~~Life nationwide.

~~The~~Under ~~Seller~~the ~~has~~APA, ~~agreed~~Panacea towould ~~certain~~pay ~~restrictions~~$180,000 onto ~~the~~PUR ~~disposition~~Life ofon ~~the~~October ~~Share~~2, ~~Consideration~~2023 ~~during~~to ~~for~~be aheld ~~period~~in ofescrow ~~two~~until ~~(2) years following closing date (~~the ~~“Lock-Up~~PCOB ~~Agreement”).~~audit ~~Under~~requirements ~~the~~have ~~Lock-Up~~been ~~Agreement~~completed; and ~~Seller~~further ~~shall~~$820,000 will be ~~permitted~~paid to ~~sell~~PUR anLife ~~aggregate~~by ofNovember ~~up to~~10, ~~the~~2023. ~~greater~~Up ofto ~~one~~another ($1%).6 ~~percent~~million nowould ~~more~~be ofdue ~~the~~to ~~average~~be ~~daily~~paid ~~volume~~over ~~during~~ the ~~prior~~next four ~~ten~~years, ~~(10)~~contingent ~~trading~~upon ~~days,~~successful ascollection ~~reported~~of ~~prior~~franchise tofees ~~the twenty-four~~and ~~(24)~~royalties. ~~month~~If ~~anniversary~~the ofaudited ~~the~~revenues ~~closing,~~are orless inthat ~~privately~~10% ~~negotiated~~of ~~transactions~~what was ~~(provided~~stated, the ~~purchaser~~$1.6 ~~enters~~million ~~into~~balance apayment ~~joinder agreement~~will ~~and~~be ~~agrees~~reduced to be$800,000. ~~subject~~Panacea plans to ~~the~~obtain ~~same~~both ~~restrictions~~debt onand ~~such~~equity ~~shares~~financing ~~applicable~~for payment toon ~~Seller)~~the closing date.

The ~~closing~~APA includes covenants of the ~~transaction~~parties iscustomary ~~subject~~for transactions similar to ~~customary~~those contemplated by the APA, including, among others, that PUR Life shall conduct and operate its franchise business in the ordinary course consistent with past practice until the closing ~~conditions~~of the transaction and isnot ~~expected~~engage in certain kinds of activities or transactions during this period. PUR Life has also agreed that, any franchise fees and investment received beginning on September 26, 2023 will be transferred to ~~close~~the Company. PUR Life has also agreed that, for the period commencing on orthe ~~before~~closing ~~August~~date 31of the transaction (September 26, 2023) until the second anniversary thereof, neither it nor any of its affiliates will provide, design, develop, market, engage in, produce or sell any products, services, or businesses which are the same or similar to those produced, marketed, invested in or sold by PUR Life, or engage in any aspect of the PUR Life business or activities competitive with the PUR Life business.

The ~~Company~~APA ~~deems~~also ~~this~~contains representations, warranties and indemnification obligations of the parties customary for transactions similar to bethose contemplated aby ~~material~~the ~~acquisition~~APA. Such representations and ~~will,~~warranties inare ~~compliance~~made ~~with~~solely ~~Regulation~~for ~~S-X~~purposes ~~(17~~of ~~CFR~~the ~~210.8-05)~~APA and, ~~file~~in ~~audited~~some ~~and~~cases, ~~pro~~are ~~forma~~subject ~~financial~~to ~~statements~~qualifications ~~within~~and 71limitations ~~calendar~~agreed ~~days~~to ofby the ~~date~~parties in connection with the negotiated terms of ~~this~~the ~~Current~~APA ~~Report~~and onhave ~~Form~~been ~~8-K~~qualified by disclosures that were made in connection with the parties’ entry into the APA.

~~The~~In ~~foregoing~~addition, ~~descriptions~~certain ofrepresentations and warranties set forth in the ~~terms~~APA may have been used for purposes of ~~the~~risk-allocation ~~Agreement~~between the Company and ~~Certificate~~PUR ofLife ~~Designation~~rather than establishing matters of ~~Series~~fact. EThe ~~Preferred~~representations ~~are~~and ~~qualified~~warranties contained in ~~their~~the ~~entirety~~APA were made solely byfor ~~reference~~the tobenefit of the ~~full~~parties ~~text~~thereto. ofPersons not party to the APA, ~~and~~including, ~~Form~~without oflimitation, ~~Series~~the ECompany’s ~~Preferred~~shareholders and ~~Certificate~~other ofinvestors, ~~Designation~~should ~~filed~~not asrely ~~Exhibits~~on ~~10.1~~the representations and ~~10.2~~warranties tocontained in the APA, or any descriptions thereof, including those contained in this Current Report on Form 8-K (this “Report”), as characterizations of the actual facts or conditions applicable to the Company, PUR Life or any of the Company’s other service lines or subsidiaries.

~~Following closing of the Transaction, we will continue to be a “smaller reporting company,” as defined in~~ Item ~~10(f)(1) of Regulation~~ ~~S-K,~~8.01. asOther ~~promulgated by the SEC~~Events.

~~Section~~On 7October ~~Regulation~~2, FD2023, Panacea and PUR Life issued a joint press release (the “Press Release”) announcing that on September 26, 2023, the Company and PUR Life entered into the APA.

~~Item~~The 7above description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached as Exhibit 99.011 ~~Regulation~~to FDthis ~~Disclosure~~Current Report on Form 8-K and incorporated herein by reference.

OnItem ~~July 7, 2023 the Company issued a press release titled “Panacea Life Sciences Holdings, Inc~~9.01 ~~Adopts~~Financial ~~Diversification~~Statements ~~Plan: Vegan, Organic, Nutraceuticals~~ and ~~Investigative Research Plans for Psylocibin and other Psychedelics”~~Exhibits. ~~A copy of the press release is included herewith as Exhibit 99.1.~~

On July 10, 2023 the Company issued a press release titled “Panacea Life Sciences Holdings, Inc. Enters Into Agreement to Natural Health and Wellness Chain of Retail Locations in Tampa, Florida”. A copy of the press release is included herewith as Exhibit 99.2.

Exhibit Number		Description
99.1*		Press Release dated October 2, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

On* ~~July~~Filed ~~10, 2023 the Company presented a presentation titled “June, 2023 Investor Presentation”. A copy of the presentation is included~~ herewith ~~as Exhibit 99~~.3.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
10.1		Asset Purchase Agreement dated as of July 3, 2023
10.2		Form of Certificate of Designation under Asset Purchase Agreement for Series E Convertible Preferred Stock
99.1		Press Release dated July 7, 2023
99.2		Press Release dated July 10, 2023
99.3		Investor Presentation
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

	PANACEA LIFE SCIENCES HOLDINGS, INC.
	By:	/s/ Leslie Buttorff
Date: July 10, 2023	Name:	Leslie Buttorff
Date: October 2, 2023		Leslie Buttorff
	Title:	Chief Executive Officer
		Principal Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1*		Press Release dated October 2, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

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