Panacea Life Sciences Holdings, Inc 10-Q/A for FY2021 Q1

Panacea Life Sciences Holdings, Inc. (PLSH)

10-Q/A 2021-05-27 For: 2021-03-31

Added on April 06, 2026

About this 10-Q/A

Panacea Life Sciences Holdings, Inc filed this 10-Q/A on May 27, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).

Headline figures

Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $836K a year earlier
Net loss: $5.01M; compared with a net loss of $2.82M a year earlier

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Nevada	27-1085858
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	24

	March 31, 2021	December 31, 2020
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$19,721	$25,139
Inventory, net	10,712	10,712
Prepaid expenses and other current assets	10,556	15,258
Total current assets	40,989	51,109
Property and equipment, net	17,069	20,159
Total Assets	$58,058	$71,268

LIABILITIES AND (DEFICIT)

Current Liabilities:
Accounts payable	$1,388,871	$2,027,507
Accounts payable - related parties	506,585	506,585
Accrued expenses	579,990	620,391
Notes payable - current portion - PPP loans	209,825	31,244
Note payable - related parties	135,517	115,517
Subscription payable	250,000	250,000
Convertible notes, net of discounts	100,000	646,036
Convertible notes – related party	-	50,250
Derivative liability	-	237,022
Interest payable	51,789	52,051
Operating lease liabilities, current portion	269,115	269,115
Total current liabilities	3,491,692	4,805,718

Notes Payable - long term - SBA	99,100	99,100
Notes payable - long term - PPP loans	26,585	205,166
Total Liabilities	3,617,377	5,109,984
Commitment and contingencies (see Note7)

Preferred stock Series A: 1,000 shares designated; $0.0001 par value, 500 and 0 shares issued and outstanding, respectively	1,499,000	-
Exactus, Inc. Stockholders' (Deficit)
Preferred stock: 50,000,000 shares authorized; $0.0001 par value, 7,999,000 undesignated shares
Preferred stock Series A: 1,000,000 shares designated; $0.0001 par value, 0 and 323,019 shares issued and outstanding, respectively	-	32
Preferred stock Series B-1: 32,000,000 shares designated; $0.0001 par value, 1,500,000 and 1,650,000, shares issued and outstanding, respectively	150	165
Preferred stock Series B-2: 10,000,000 shares designated; $0.0001 par value, 6,000,000 and 7,516,000 shares issued and outstanding, respectively	600	752
Preferred stock Series C: 1,733,334 shares designated; $0.0001 par value, 0 shares issued and outstanding	-	-
Preferred stock Series D: 200 shares designated; $0.0001 par value, 0 and 18 shares issued and outstanding, respectively	-	-
Preferred stock Series E: 10,000 shares designated; $0.0001 par value, 0 and 10,000 shares issued and outstanding	-	1
Common stock: 650,000,000 shares authorized; $0.0001 par value, 99,724,710 and 56,356,431 shares issued and outstanding, respectively	9,975	5,636
Common stock to be issued (100,000 shares to be issued )	10	10
Additional paid-in capital	32,468,970	27,485,796
Due from related party	(128,489)	(128,489)
Accumulated deficit	(35,391,296)	(30,384,380)
Total Exactus Inc. Stockholders' (Deficit)	(3,040,080)	(3,020,477)

Non-controlling interest in subsidiary	(2,018,239)	(2,018,239)

Total (Deficit)	(5,058,319)	(5,038,716)

Total Liabilities and (Deficit)	$58,058	$71,268

	Three Months Ended March 31,
	2021	2020
		(restated)
Net revenues	$-	$520,200
Net revenues - related party	-	315,800

Total net revenues	-	836,000

Cost of sales	-	1,042,473
Cost of sales - related party	-	357,783

Total cost of sales	-	1,400,256

Gross profit (loss)	-	(564,256)

Operating Expenses:
General and administration	3,457,728	1,060,587
Selling and marketing expense	26,097	280,890
Professional and consulting	69,207	727,871

Total Operating Expenses	3,553,032	2,069,348

Loss from Operations	(3,553,032)	(2,633,604)

Other Income (expenses):
Derivative (loss) gain	(1,407,062)	106,486
Gain (loss) on extinguishment of debt, net	153,931	(6,500)
Interest expense	(200,753)	(288,466)

Total Other Income (Expenses), net	(1,453,884)	(188,480)

Loss Before Provision for Income Taxes	(5,006,916)	(2,822,084)

Provision for income taxes	-	-

Net Loss	(5,006,916)	(2,822,084)

Net Loss attributable to non-controlling interest	-	155,819

Net Loss Attributable to Exactus, Inc.	(5,006,916)	(2,666,265)

Deemed dividend on preferred stock	(1,927,343)	-

Net Loss available to Exactus, Inc. common stockholders	$(6,934,259)	$(2,666,265)

Net Loss per Common Share - Basic and Diluted	$(0.06)	$(0.06)
Net Loss attributable to non-controlling interest per Common Share - Basic and Diluted	$-	$-
Net Loss available to Exactus, Inc. common stockholders per Common Share - Basic and Diluted	$(0.08)	$(0.06)

Weighted Average Number of Common Shares Outstanding:
Basic and Diluted	84,321,861	45,293,865

Large Accelerated Filer ☐ Non-Accelerated Filer ☐	Accelerated Filer ☐ Smaller reporting company ☑
	Emerging growth company ☑

	Preferred Stock		Common Stock - Issued		Common Stock -Unissued		Additional Paid in	Accumulated	Non-controlling
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Interest	Total

Balance, December 31, 2019 (restated)	9,529,127	$ 35	43,819,32	$4,382	664,580	$66	$25,343,293	$(20,923,681)	$(537,469)	$3,887,544

Common stock issued for private placement			500,000	50	-	-	99,950	-	-	100,000
Common stock issued for unissued common stock			287,500	29	(287,500)	(29)	-	-	-	-
Conversion of Series A Preferred Stock to Common Stock	(30,900)	(3)	150,450	15	-	-	(12)	-	-	-
Common stock issued for services			765,000	77	-	-	378,446	-	-	378,523
Stock-based compensation in connection with restricted common stock award grants - Q1 2020			209,727	21	(68,750)	(7)	117,889	-	-	117,903
Stock options granted for services			-	-	-	-	140,866	-	-	140,866
Net Loss for the period			-	-	-	-		(2,666,265)	(155,819)	(2,822,084)
Balance, March 31, 2020 (restated)	9,499,037	$ 950	45,732,002	$4,574	308,330	$30	$26,080,432	$(23,589,946)	$(693,288)	$1,802,752

	Preferred Stock		Common Stock - Issued		Common Stock - Unissued		Additional Paid in	Due from related	Accumulated	Non-controlling
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	party	Deficit	Interest	Total
Balance, December 31, 2020	9,499,037	$950	56,356,431	$5,636	100,000	$10	$27,485,796	$(128,489)	$(30,384,380)	$(2,018,239)	$(5,038,716)

Common stock issued for settlement of accounts payable and accruals	-	-	10,605,240	1,061	-	-	602,820	-	-	-	603,881
Common stock issued for settlement of convertible notes payables - related party	-	-	2,383,841	238	-	-	443,156	-	-	-	443,394
Stock-based compensation related to settlement of accounts payable and accruals	-	-	-	-	-	-	1,120,226	-	-	-	1,120,226
Stock-based compensation in connection with equity awards	-	-	10,345,538	1,035	-	-	2,263,777	-	-	-	2,264,812
Conversion of Preferred Stock to Common Stock	(1,999,037)	(200)	20,033,660	2,005	-	-	553,195	-	-	-	553,195
Net loss	-	-	-	-	-	-	-	-	(5,006,916)	-	(5,006,916)
Balance March 31, 2021	7,500,500	$ 750	99,724,710	$9,975	100,000	$10	$ 32,468,970	$(128,489)	$(35,391,296)	$(2,018,239)	$(5,058,319)

	At March 31, 2021			At December 31, 2020
Description	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Derivative liabilities	—	—	$—	—	—	$237,022

	March 31, 2021
Balance at beginning of year	$237,022
Transfers out due to conversions of convertible notes	(1,644,084)
Change in fair value included in derivative	1,407,062
Balance at end of year	$—

	Derivative liability
	Year Quarter March 31, As of December 31,
	2021	2020
Risk-free interest rate	0.08%	0.08%
Expected volatility	233%	211%
Expected term	2 months	2 months
Expected dividends	0.0%	0.0%

	March 31, 2021	December 31, 2020
Prepaid insurance	$7,556	$9,288
Other assets	6,000	6,000
	$10,556	$15,258

	March 31,
	2021	2020
Stock options	7,251,749	4,809,822
Stock warrants	1,578,549	2,014,299
Restricted stock to be issued upon vesting	2,608,990	3,651,379
Convertible preferred stock	11,875,000	9,460,845
Convertible debt	250,000	10,833,865
Total	23,564,288	30,770,210

	March 31, 2021	December 31, 2020
Finished goods – CBD	$10,712	$10,712

	March 31, 2021	December 31, 2020

Principal amount	$335,510	$335,510
Less: current portion	(209,825)	(130,344)
Notes payable - long term portion	$125,685	$205,166

	March 31, 2021	December 31, 2020
Principal Amount	$100,000	$933,333
Add: additional principal - related party	-	50,250
Add: amortization of redemption premium	-	88,889
Less: redemption premium payments	-	(20,800)
Less: principal payments and conversions	-	(356,186)
Less: unamortized debt discount and debt issuance costs	-	-
Total convertible debt less unamortized debt discount and debt issuance costs	$100,000	$696,286

Beginning balance	$696,286
Cash payments	-
Stock settlement	(596,286)*
Ending balance	$100,000

	Options Outstanding
		Weighted	Weighted
		Average	Average
	Number of	Exercise	Remaining	Aggregate
	Shares Subject	Price Per	Contractual	Intrinsic
	to Options	Share	Life (in years)	Value
Balance at December 31, 2020	3,751,749	$0.23	8.0
Options granted	3,500,000	$0.025	1.81
Options exercised	—
Options canceled / expired	—
Balance at March 31, 2021	7,251,749	$0.13	4.89	$667,500
Vested and exercisable at March 31, 2021	5,220,499	$0.17	5.76	$373,750

	As of March 31, 2020
	Previously Reported	Adjustments	As Corrected
Consolidated Balance Sheet
Current assets	$1,661,211	$-	$1,661,211
Current liabilities	$5,338,486	$(564,628)	$4,773,858
Working capital (deficit)	$(3,677,275)	$564,628	$(3,112,647)
Total assets	$8,458,826	$(1,705,115)	$6,753,711
Total liabilities	$6,985,191	$(2,034,232)	$4,950,959
Total stockholders' equity	$1,473,635	$329,117	$1,802,752

Year ended December 31, 2021	$ 167,360
Year ended December 31, 2022	68,392
Year ended December 31, 2023	2091
Year ended December 31, 2024	2061
Year ended December 31, 2025 and thereafter	95,506
Total principal payments	$335,510

	Restricted Stock Common Stock	Weighted Average Grant-Date Fair Value Per Share
Balance at December 31, 2020	2,960,803	$0.41
Granted	—	—
Vested	(351,813)	0.21
Forfeited	—	—
Balance at March 31, 2021	2,608,990	$0.34

	Preferred Stock
	Series A		Series A		Series B-1		Series B-2		Series C		Series D		Series E
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount
Balance, December 31, 2019	353,109	$35	-	-	1,650,000	$165	7,516,000	$752	-	$-	18	$-	10,000	$1

Conversion of Series A Preferred Stock to Common Stock	(30,090)	(3)	-	-	-	-	-	-	-	-	-	-	-	-
Balance, March 31, 2020	323,019	$32	-	-	1,650,000	$165	7,516,000	$752	-	$-	18	$-	10,000	$1

	For the Three Months Ended
	March 31, 2020
	Previously Reported	Adjustments	As Corrected
Consolidated Statements of Operations
Revenues	$836,000	$-	$836,000
Operating expenses	$2,192,767	$(123,419)	$2,069,348
Loss from operations	$(2,757,023)	$123,419	$(2,633,604)
Other income (expenses)	$(188,480)	$-	$(188,480)
Net loss	$(2,945,503)	$123,419	$(2,822,084)
Net Loss available to Exactus, Inc. common stockholders	$(2,789,684)	$123,419	$(2,666,265)
Basic & diluted EPS	$(0.06)	$0	$(0.06)

Exhibit Number		Description of Exhibit

31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in Extensible Business Reporting Language (XBRL)

	Exactus, Inc.

May 27, 2021	/s/ Daniel Albertis
	Daniel Albertis
	Principal Executive Officer

	/s/ John Price
	John Price
	Principal Financial and Accounting Officer

By:	/s/ Daniel Alberttis
Name:	Daniel Alberttis
Title:	Principal Executive Officer
Date:	Date: May 27, 2021

By:	/s/ John Price
Name:	John Price
Title:	Principal Financial and Accounting Officer
Date:	Date: May 27, 2021