Current Report Filing (8-k)
December 27 2022 - 6:02AM
Edgar (US Regulatory)
0001552189
false
0001552189
2022-12-21
2022-12-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 21, 2022
PANACEA
LIFE SCIENCES HOLDINGS, INC.
(Exact
name of the registrant as specified in its charter)
| Nevada |
|
001-38190 |
|
27-1085858 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
5910
South University Blvd, C18-193
Greenwood
Village, CO 80121
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: 1-800-985-0515
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 (see General Instruction A.2 below):
| ☐ |
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:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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
1.01 Entry into a Material Definitive Agreement.
On
November 16, 2021, Panacea Life Sciences Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company sold a 10%
original issue discount senior convertible promissory note in the principal amount of $1,100,000 (the “Note”) and five-year
warrants to purchase 785,715 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $1.40 per
share (the “Warrants”) pursuant to the terms and conditions of the SPA for a total purchase price of $1,000,000. The Warrants
are exercisable for a five-year term at an exercise price of $1.40 per share, subject to certain adjustments which are substantially
similar to those contained in the Note, including the Qualified Offering adjustment. The maturity date of the Note was November 16, 2022.
The
Note was repaid in full on December 21, 2022 in the amount of $1,110,306.85. The repayment was funded with borrowings under the Company’s
line of credit with its Chief Executive Officer, which was amended to increase the Company’s borrowing capacity thereunder to $5
million in connection with the repayment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
| |
Panacea Life Sciences Holdings, Inc. |
| |
|
|
| Date:
December 23, 2022 |
By: |
/s/ Leslie
Buttorff |
| |
Name: |
Leslie Buttorff |
| |
Title: |
Chief Executive Officer |
Panacea Life Sciences (PK) (USOTC:PLSH)
Historical Stock Chart
From Nov 2024 to Dec 2024
Panacea Life Sciences (PK) (USOTC:PLSH)
Historical Stock Chart
From Dec 2023 to Dec 2024
