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): January 23, 2023 (January 23, 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.)

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. ☐

Item 8.01. Other Events.

On January 23, 2023, Panacea Life Sciences Holdings, Inc. (the “Company,” “Panacea,” “we,” or “our”) and N7 Enterprises, Inc. (“N7 Enterprises”), issued a joint press release (the “Press Release”) announcing that on January 19, 2023, the Company and N7 Enterprises entered into a non-binding (other than as set forth therein) letter of intent (the “Letter of Intent”) that sets terms and conditions for the proposed acquisition of N7 Enterprises by Panacea. Subject to the terms and conditions set forth in the Letter of Intent, a newly formed subsidiary of Panacea would merge with and into N7 Enterprises (the “Merger”) and N7 Enterprises would become our wholly owned subsidiary.

Pursuant to the Letter of Intent, the Company and N7 Enterprises agreed to negotiate and enter into a definite merger and share exchange purchase agreement (the “Definitive Agreement”) to effect the acquisition of N7 Enterprises through the Merger. Under the Letter of Intent, and subject to the negotiation of the Definitive Agreement, at the time of the Merger we would issue to N7 Enterprises’ stockholders 22.2 million shares of Panacea common stock. The Letter of Intent is binding only as pertaining to confidentiality for all parties and exclusivity for N7 Enterprises.

The closing of the Merger will be subject to the satisfaction or waiver of customary conditions to closing, as shall be set forth in the Definitive Agreement, including satisfactory completion of the Company’s due diligence review and the approval of the Company’s board of directors. Subject to the satisfaction of the foregoing conditions, the Merger may close on or around February 28, 2023. There can be no assurance that the Company and N7 Enterprises will enter into a Definitive Agreement, or that the Merger will be consummated.

The above description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1*		Press Release dated January 23, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

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: January 23, 2023		Leslie Buttorff
		Principal Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1*		Press Release dated January 23, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

Exhibit 99.1

Panacea Announces Letter of Intent to Acquire N7 Enterprises, Inc.

Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc.

GOLDEN, Colo., January 23, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea or PLSH” or the “Company”), a Colorado-based manufacturing, research and product development company in the natural health and wellness industry, announced today that the Company has executed a letter of intent to acquire N7 Enterprises, Inc. Pursuant to the terms of the letter of intent, Panacea would acquire all of the outstanding membership interests of N7 Enterprises in consideration for the issuance of common shares of the Company to the existing shareholders of N7 Enterprises.

N7 Enterprises operates an expanding Florida chain of kava and kratom lounges under the Lizard Juice™ and N7 Nitro Kava™ brands founded in 2012, and is also a distributor of CBD, hemp, kratom and kava related products through its New Age Distribution subsidiary, founded in 2022. For its two business segments, N7 Enterprises showed $4.1 million in revenue for the 2022 fiscal year and is estimating that net income for the year will exceed $1 million.

“Acquiring N7 Enterprises’ popular retail chain and innovative distribution business will be a significant deepening of our U.S. market penetration into the health and wellness industry and a significant leap forward for PLSH,” said Leslie Buttorff, CEO. “With this acquisition we can capture a high value business in the natural beverage retail and wholesale markets by expanding into distribution with a business plan that includes brand licensing and franchising development for all our product segments. I look forward to updating shareholders as this transaction progresses.”

Completion of the acquisition of N7 Enterprises is subject to a few conditions, including, but not limited to, completion of due diligence and negotiation of definitive documentation. The proposed acquisition is not expected to constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Company within the meaning of applicable securities laws.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to support the life sciences and health and wellness industry. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is dedicated to manufacturing, research and producing the highest-quality, hemp-derived cannabinoid, functional mushroom, Kratom and nutraceutical products for consumers and pets. Established in 2017, PLS is a woman-owned and woman-led company. Panacea operates out of its 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado, focusing on natural plant-based extraction, manufacturing, research, testing and fulfillment services. Panacea operates in every segment of the manufacturing value chain. From cultivation to finished goods, the company ensures its products with stringent GMP standards and testing protocols employed at every stage of the supply chain. Panacea also offers the purest natural remedies within its branded product lines for every aspect of life: PANA Health™, PANA Beauty®, PANA Sport™, PANA Pet®, PANA Pure® and PANA Life™. If you would like more information, please visit www.panacealife.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, risks arising from supply chain disruptions or our ability to obtain raw materials as well as similar problems with our vendors, our ability to fulfill purchase orders on a timely manner, our ability to fully collect money for our purchase orders, the risk of customers returning our products, impact of the pandemic including new variants on our workforce, as well as those risks and uncertainties described by us in our annual report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors”. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

Contact:

Nick Cavarra

President

[email protected]