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): ~~October~~January 529, ~~2023 (September 30, 2023)~~2024

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.)

5910 South University Blvd, C18-193

Greenwood Village, CO 80121

(Address of principal executive offices, including zip code)

(800) 985-0515

(Registrant’s telephone number, including area code)

N/A

(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 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 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

~~Acquisition~~Explanatory ofNote ~~Assets~~– PUR Life APA and Release and Assignment Agreement

OnAs ~~September~~disclosed ~~30,~~in ~~2023, Panacea Life Sciences Holdings, Inc., a Nevada corporation (“Panacea” or~~ the “Company”)’s ~~consummated the~~current ~~transactions~~report ~~contemplated~~on byform ~~the~~8-K ~~Asset Purchase Agreement~~ dated asOctober ~~of June 30~~2, 2023, ~~among~~on ~~Lizard~~September ~~Juice~~26, ~~LLC~~2023, athe ~~Delaware~~Company ~~limited liability~~entered ~~company~~into ~~(“Lizard~~an ~~Juice”),~~asset ~~Gary~~purchase ~~Wilder,~~agreement ~~(“Wilder”),~~with ~~New~~PUR ~~Age~~Life ~~Distribution~~Medical, ~~LLC,~~Inc. ~~a Florida limited liability company~~ (“~~New~~PUR ~~Age Distribution~~Life”), ~~and~~whereby N7PUR ~~Enterprises,~~Life ~~Inc.,~~agreed ato ~~Florida~~sell ~~corporation~~ and the ~~parent~~Company agreed ~~company~~to ofpurchase ~~Lizard~~all ~~Juice~~assets ~~and~~used ~~New Age~~or ~~Distribution~~useful ~~(“N7~~in ~~Enterprises”~~the ~~and~~business ~~together~~operations ~~with~~of ~~Lizard~~PUR ~~Juice,~~Life ~~Wilder~~for ~~and~~the ~~New~~total ~~Age~~contingent ~~Distribution,~~purchase ~~the~~price ~~“Sellers”) and~~of ~~the~~up ~~Company, pursuant~~ to $2.6 ~~which~~million ~~the~~(“PUR ~~Sellers~~Life ~~sold~~APA”). ~~and~~Under ~~assigned~~the toPUR ~~the~~Life ~~Company~~APA, ~~and~~ the Company ~~purchased~~paid ~~and~~PUR ~~assumed~~Life ~~from~~ the ~~Sellers, certain~~initial ofcompensation ~~the~~deposit ~~assets~~ of ~~Seller for 78~~$180,~~530~~000, with ~~shares~~additional compensation of a$820,000 ~~newly~~contingent ~~authorized~~upon ~~class~~audit ofcompletion ~~convertible~~by ~~preferred~~November ~~stock~~10, of2023, ~~the~~and ~~Company~~remaining ~~(the~~additional ~~“Series~~compensation ~~N-7~~of ~~Preferred”),~~$1.6 ~~including~~million ~~eight~~contingent ~~Nitro~~upon ~~Kava stores in~~ the ~~Tampa,~~acquired ~~Florida~~business’ ~~area,~~successful ~~including~~collection ~~inventory,~~of ~~equipment~~PUR ~~and~~Life’s ~~recipes, distribution~~franchise ~~facilities~~fees and aroyalties ~~warehouse~~over ~~(collectively,~~ the ~~“Nitro~~succeeding ~~Kava~~four-year ~~Business”)~~period.

InOn ~~exchange~~November ~~for~~10, 2023, the ~~assets~~Company ofand PUR Life entered into a release and assignment agreement (the ~~Nitro~~“PUR ~~Kava~~Life ~~Business~~APA Release”), pursuant to which PUR Life agreed to rescind the ~~Company~~PUR ~~paid~~Life APA and refund the ~~shareholders~~Company’s ofinitial ~~Sellers~~deposit 78of $180,~~530~~000 ~~shares~~under the PUR Life APA to the Company. Under the terms of ~~Series~~the ~~N-7~~PUR ~~Preferred~~Life APA Release, in the event that PUR Life failed to refund to the Company the a$180,000 ~~portion~~deposit ofno ~~which~~later isthan ~~being~~November ~~held~~14, in2023, ~~escrow.~~the ~~The~~PUR ~~Purchase~~Life ~~Agreement~~APA ~~contained~~Release ~~standard~~would ~~representations~~not ~~and~~serve ~~warranties~~to byrescind the ~~Company~~PUR Life APA and the ~~Sellers~~Company would ~~which,~~retain ~~except~~all ~~for~~right ~~fundamental~~and ~~representations,~~title ~~remain~~to inthe ~~effect~~PUR ~~for~~Life ~~twelve~~business ~~months~~assets ~~following~~acquired by the ~~closing~~Company ~~date~~pursuant to the PUR Life APA. ~~31,000~~As ~~shares~~PUR Life failed ofto return the ~~Series~~Company’s ~~N-7~~deposit ~~Preferred~~of ~~were~~$180,000 ~~pledged~~by ~~under~~November a14, ~~security interest~~2023, pursuant to the ~~release~~PUR ofLife ~~which~~APA isRelease, ~~contingent~~the ~~upon~~Company amaintained full ~~mutual~~ownership ~~agreement~~and control of PUR Life and its business assets under the ~~parties~~ orongoing ~~September~~PUR 30Life APA, ~~2025~~and orthe ifremaining acontingent ~~claim~~payments due isfrom ~~pending,~~the aCompany ~~final~~under ~~non-appealable~~the ~~order~~PUR ofLife ~~any~~APA ~~court~~were ofconsidered ~~competent~~rescinded, ~~jurisdiction~~null and void.

~~Additional~~Asset ~~agreements~~Purchase ~~ancillary~~Agreement to(Related ~~the~~Party asset acquisition were also executed, including but not limited to a bill of sale, a pledge and security agreement, various leases for the Nitro Kava Business retail locations, leakout agreements from the Sellers, a consulting agreement with Wilder, and a side agreement authorizing the Company to offset any acquisition-related cash expenses incurred by the Company with payments due under the consulting agreement with Wilder.Transaction)

~~Pledge~~On January 29, 2024, Panacea Life Sciences Holdings, Inc., a Nevada corporation (“Panacea” or the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with PLM Holdings, Inc., a Colorado corporation (“PLM Holdings”), whereby PLM Holdings acquired from the Company all assets owned by the Company of and ~~Security~~relating to the PUR Life Medical System and assumed certain liabilities from the Company relating to the PUR Life Medical System. In compensation to the Company under the Purchase Agreement, PLM Holdings issued to the Company a promissory note for the aggregate purchase price of $180,000. The liabilities assumed by PLM Holdings under the Purchase Agreement comprise all the liabilities, duties, and obligations of the Company under the relevant PUR Life Medical System franchise agreements and area representative agreements.

InAssignment ~~connection with the transactions contemplated by the Purchase Agreement, the Company entered into a pledge~~ and ~~security~~Assumption ~~agreement dated as of June 30, 2023 with Wilder (“Security~~ Agreement”), pursuant to which Wilder granted to the Company a security interest and lien upon all of Wilder’s 31,000 shares of Series N-7 Preferred to collateralize Sellers’ obligations under the Purchase Agreement. Under the Security Agreement, Wilder delivered the pledged Series N-7 Preferred to Panacea for the period beginning at the Signing Date of the Asset Purchase Agreement and ending twenty-four (24) months thereafter. In the event of a claim under the Purchase Agreement, Panacea shall have the right to make distributions from the pledged Series N-7 Preferred to the Company as set out in the Purchase Agreement and the Security Agreement.

~~Consulting~~On ~~Agreement~~January 29, 2024, in connection with and ~~Offset~~as an exhibit to the Purchase Agreement, the Company entered into an ancillary assignment and assumption agreement with PLM Holdings, whereby PLM Holdings accepted the assignment and assumption of all of the Company’s duties and obligations under the relevant PUR Life Medical System franchise agreements and area representative agreements.

InIntellectual ~~connection~~Property with the transactions contemplated by the Purchase Agreement, the Company entered into a consulting agreement dated as of June 30, 2023 with Wilder (“Consulting Agreement”), pursuant to which Panacea agreed to compensation Wilder with $20,000 per month in cash for a 6-month period, a total cash compensation of $120,000, to provide advisory services on marketing and advertising strategies, new product ideas and strategies, general advice and support, and development of an energy drink business unit, related to the ongoing Nitro Kava Business. Also in connection with the Purchase Agreement and the Consulting Agreement, the Company entered into a side letter agreement dated as of September 30, 2023 with Wilder (“Offset Agreement”), pursuant to which the Company shall have the right to offset any acquisition-related cash expenses, including but not limited to payroll costs and point of sale merchant account charges, incurred by the Company by charging such expenses to payments due under the Consulting Agreement with Wilder. The Company has the right to cancel the agreement with 30 days notice.Assignment

~~Lease~~On ~~Agreements~~January 29, 2024, in connection with and as an exhibit to the Purchase Agreement, the Company executed an ancillary assignment of all worldwide right, title, and interests in trademarks and service marks to PLM Holdings, serving to transfer ownership of the relevant PUR Life trademarks from the Company to PLM Holdings in connection with the Purchase Agreement.

InRelated ~~connection~~Party with the transactions contemplated by the Purchase Agreement, the Company plans to enter into various lease agreements with the relevant landlords to the eight retail locations and warehouse comprising the Nitro Kava Business, as assignee.Transaction

~~Leakout~~The ~~Agreements~~Purchase Agreement and related ancillary agreements described above constitute a related party transaction as defined by Item 404 of Regulation S-K in that the control persons of PLM Holdings are directors, officers and shareholders of the Company. Leslie Buttorff, the Company’s chief executive officer and director, is a shareholder and director of PLM Holdings. Nick Cavarra, the president of the Company, is a shareholder and director of PLM Holdings.

InThe ~~connection~~foregoing ~~with~~description ~~the~~of ~~transactions contemplated by~~ the ~~Purchase~~PUR ~~Agreement~~Life APA, the ~~Company~~PUR ~~entered~~Life ~~into~~APA ~~various leakout agreements with the shareholders of Sellers~~Release, ~~pursuant to which~~ the ~~shares~~Purchase ofAgreement ~~Common~~and ~~Stock~~its ofancillary ~~the~~agreements ~~Company~~is ~~deliverable to such holders upon conversion of the~~qualified ~~Series~~in ~~N-7~~its ~~Preferred~~entirety ~~after~~by ~~180 days from their issuance date shall be subject to certain restrictions on disposition (~~the ~~“Leakout Agreements”).~~terms ~~Under~~and ~~the~~conditions ~~Leakout Agreements, a condition to issuance~~ of ~~the~~such ~~Series N-7 Preferred~~documents, ~~holders~~which ~~shall~~are befiled ~~permitted~~as ~~to sell~~Exhibits ~~an aggregate of up to the greater of one (~~10.1%) ~~percent~~through ~~of the average daily volume during the prior ten (~~10).3 ~~trading days, or in privately negotiated transactions (provided the purchaser enters into a joinder agreement and agrees~~ to bethis ~~subject~~Current toReport ~~the same restrictions~~ on Form ~~such shares applicable to Seller)~~8-K.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described under Item 1.01 of this Current Report on Form 8-K, on September 30, 2023, the Company completed its acquisition of certain assets related to the Nitro Kava Business from the Sellers in exchange for the issuance of 78,530 shares of N-7 Preferred. The foregoing does not constitute a complete summary of the terms of the Purchase Agreement or the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the shares Series N-7 Preferred Stock by the Company pursuant to the Purchase Agreement is incorporated herein by reference. The securities issued pursuant to the Purchase Agreement are restricted securities and were offered and sold in a private transaction to accredited investors (as such term is defined in Rule 501(a), as promulgated under the Securities Act of 1933), without registration under the Securities Act and the securities laws of certain states, in reliance on the exemption provided by Section 4(a)(2) or Section 3(a)(9) of the Securities Act of 1933, as amended, and similar exemptions under applicable state laws. The securities sold in the foregoing transactions may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures under Items 1.01 and 3.02 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.

On October 5, 2023, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”), which established 78,530 shares of the Series N-7 Preferred Stock, par value $0.001 per share, having such designations, rights and preferences as set forth in the Certificate of Designation, as determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Certificate of Incorporation and Bylaws. The Certificate of Designation became effective with the State of Nevada upon filing.

The shares of Series N-7 Preferred Stock have a stated value of $100.00 per share, are convertible into Common Stock at holder’s option after 180 days from issuance at a rate of 100 shares of Common Stock for each share of Series N-7 Preferred Stock converted, do not have voting rights, and rank: (a) senior with respect to dividend rights and rights of liquidation with the Common Stock; (b) junior with respect to dividends and right of liquidation with respect to the Company’s existing outstanding Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing indebtedness of the Company. The holders of the Series N-7 Preferred Stock may convert the shares in accordance with the terms of the Certificate of Designation after the one hundred eightieth (180th) day following the date of issuance of the Series N-7 Preferred Stock.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On October 5, 2023, we issued a press release announcing the closing of the Purchase Agreement. A copy of the press release is included herewith as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or 1933, as amended, or the Exchange Act.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. The financial statements required by Item 9.01 with respect to the acquisition described in Item 2.01 are not being filed herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(b) Pro forma financial information. The pro forma financial information required by Item 9.01 with respect to the acquisition described in Item 2.01 above is not being furnished herewith but will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

Exhibit No.		Description
3.1*		Certificate of Designation, as filed by Company with the Secretary of State of the State of Nevada on October 4, 2023.
10.1*+		Asset Purchase Agreement dated September 26, 2023, by and between the Issuer and PUR Life Medical, Inc.
10.1**		Form of Asset Purchase Agreement dated as of June 30, 2023
10.2*		Release and Assignment Agreement dated November 10, 2023, by and between the Issuer and PUR Life Medical, Inc.
10.2*		Bill of Sale
10.3*		Asset Purchase Agreement dated January 29, 2024, by and between the Issuer and PLM Holdings, Inc.
10.3*		Form of Pledge and Security Agreement
10.4*		Form of Consulting Agreement
10.5*		Form of Offset Agreement
10.6*		Form of Leakout Agreement
99.1*		Press Release dated October 5, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.	~~Filed herewith.~~
**		Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
+	Certain schedules, exhibits, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Panacea Life Sciences Holdings, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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: October 5, 2023		Leslie Buttorff
Date: February 5, 2024		Leslie Buttorff
		Principal Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
Exhibit No.		Description
3.1*		Certificate of Designation, as filed by Company with the Secretary of State of the State of Nevada on October 4, 2023.
10.1*+		Asset Purchase Agreement dated September 26, 2023, by and between the Issuer and PUR Life Medical, Inc.
10.1**		Form of Asset Purchase Agreement dated as of June 30, 2023
10.2*		Release and Assignment Agreement dated November 10, 2023, by and between the Issuer and PUR Life Medical, Inc.
10.2*		Bill of Sale
10.3*		Asset Purchase Agreement dated January 29, 2024, by and between the Issuer and PLM Holdings, Inc.
10.3*		Form of Pledge and Security Agreement
10.4*		Form of Consulting Agreement
10.5*		Form of Offset Agreement
10.6*		Form of Leakout Agreement
99.1*		Press Release dated October 5, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

Filed herewith.

Certain schedules, exhibits, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Panacea Life Sciences Holdings, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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