6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the date of February 23, 2023

Commission File Number 000-56365

Adastra Holdings Ltd.

(Translation of registrant's name into English)

5451 - 275 Street, Langley, British Columbia  Canada  V4W 3X8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SUBMITTED HEREWITH

99.1	News Release dated February 22, 2023
99.2	Material Change Report dated February 23, 2023

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, thereunto duly authorized.

Adastra Holdings Ltd.

/s/ Michael Forbes _________________________________

Michael Forbes, Chief Executive Officer

Date: February 23, 2023

Adastra Holdings Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Adastra Labs Receives Health Canada Approval for the Amendment to Include Cocaine Under its Controlled Substances Dealer's License

LANGLEY, BC, February 22, 2023 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company focused on processing, adult-use and medical sales, organoleptic testing and analytical testing, is pleased to announce that Adastra Labs received approval from Health Canada on February 17, 2023, for its amendment to include cocaine as a substance that the Company can legally possess, produce, sell and distribute.

The Company received its Controlled Drug and Substances Dealer's License ("Dealer's License") on August 24, 2022. The Dealer's License also allows Adastra to possess, produce, sell and distribute up to 1,000 grams of psilocybin and psilocin.

The amended license allows Adastra to interact with up to 250 grams of cocaine and to import coca leaves to manufacture and synthesize the substance.

"Harm reduction is a critically important and mainstream topic, and we are staying at the forefront of drug regulations across the board," said Michael Forbes, CEO of Adastra. "We proactively pursued the amendment to our Dealer's License to include cocaine back in December 2022. We will evaluate how the commercialization of this substance fits in with our business model at Adastra in an effort to position ourselves to support the demand for a safe supply of cocaine."

Forbes has extensive experience working in the front lines of addiction medicine as a pharmacist in his multiple methadone pharmacies. He also has a specialty in compounding pharmacy and formulation and is the founder of Ageless Living, longevity-based interdisciplinary clinics. Forbes piloted a needle exchange program at the direction of the Centres for Disease Control and Prevention in 2010.

In British Columbia, there is a three-year exemption under the Controlled Drugs and Substances Act (CDSA) for adults 18 years and older to possess up to 2.5 grams of opioids, cocaine, methamphetamine, MDMA, or some combination thereof between January 31, 2023, and January 31, 2026 ^1^.

Source:

^1^https://www.canada.ca/en/health-canada/news/2022/05/bc-receives-exemption-to-decriminalize-possession-of-some-illegal-drugs-for-personal-use.html

About Adastra Holdings Ltd.

Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use, medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra's Phyto Extractions brand is well-known for its cannabis concentrate products, available on shelves at over 1,400 adult-use retailers across Canada. The Company also operates Adastra Labs Inc., a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, British Columbia, focused on extraction, distillation and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including psilocybin and psilocin, under its Controlled Substances Dealer's License. Adastra is poised to be a drug formulation and development leader in these emerging sectors. Adastra operates PerceiveMD, a multidisciplinary manufacturer for medical cannabis and psychedelic therapies, working alongside practitioners and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.

Contacts

Michael Forbes, CEO, Corporate Secretary & Director (778) 715-5011 [email protected]

Alyssa Barry, Investor Relations

(604) 997-0965 [email protected]

Forward-Looking Information

This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward looking information in this news release includes statements regarding, but not limited to: the intention to evaluate how the commercialization of cocaine fits within the Company's business model; the intention to position the Company to support demand for a safe supply of cocaine; and the belief that the Company is poised to be a drug formulation and development leader in emerging sectors. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: changes in the laws and underlying regulations governing drugs in Canada; the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; patients' access to products containing controlled substances and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

Adastra Holdings Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Adastra Holdings Ltd. (the "Company") 5451 - 275 Street Langley, BC  V4W 3X8

Item 2. Date of Material Change

February 17, 2023

Item 3. News Release

The news release was issued and disseminated via Accesswire on February 22, 2023 and filed on SEDAR at www.sedar.com.

Item 4. Summary of Material Change

The Company announced it has received approval from Health Canada on February 17, 2023 for its amendment to include cocaine as a substance that the Company can legally possess, produce, sell and distribute.

The Company received its Controlled Drug and Substances Dealer's License ("Dealer's  License") on August  24, 2022.  The Dealer's License also allows the Company to possess, produce, sell and distribute up to 1,000 grams of psilocybin and psilocin.

The amended license allows the Company to interact with up to 250 grams of cocaine and to import coca leaves to manufacture and synthesize the substance.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The material change is fully described in Item 4 above and in the news release which has been filed on SEDAR.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

Michael Forbes, CEO, Corporate Secretary and Director Telephone: (778) 715-5011

Item 9. Date of Report

February 23, 2023