Statement of Beneficial Ownership (sc 13d)
June 23 2023 - 5:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Panacea
Life Sciences Holdings, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
69810P109
(CUSIP
Number)
5910
South University Blvd, C18-193
Greenwood
Village CO 80121
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June
23, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 69810P109
|
|
13D |
|
Page
2 of 6 Pages |
| 1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J&N
Real Estate Company, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
PF |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
7,297,627 |
| 8. |
SHARED
VOTING POWER
00,000 |
| 9. |
SOLE
DISPOSITIVE POWER
7,297,627 |
| 10. |
SHARED
DISPOSITIVE POWER
00,000 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,297,627 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47% |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
CUSIP
No. 69810P109
|
|
13D |
|
Page
3 of 6 Pages |
| 1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leslie
Buttorff |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (see instructions)
PF |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
1,542,998 |
| 8. |
SHARED
VOTING POWER
00,000 |
| 9. |
SOLE
DISPOSITIVE POWER
1,542,998 |
| 10. |
SHARED
DISPOSITIVE POWER
00,000 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,998 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% |
| 14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
CUSIP
No. 69810P109
|
|
13D |
|
Page
4 of 6 Pages |
Item
1. Security and Issuer. This Schedule 13D relates to the common stock, par value $0.001 per share, of Panacea Life Sciences Holdings,
Inc. (“PLSH”). The last known address of the principal executive office is 16194 West 45th Drive, Golden, CO 80403.
Item
2. Identity and Background.
This
Schedule 13D is filed jointly by J&N Real Estate Company, LLC (“JN”) and Leslie Buttorff (the “Reporting Persons”).
The business address of the Reporting Persons is 5910 S University Blvd, C18-193, Greenwood Village, CO 80121. Leslie Buttorff is the
sole owner of JN which acquired the shares from Quintel-MC, Inc. (Quintel) Leslie Buttorff was the sole owner of Quintel.
During
the last five years, the Reporting Persons have not been convicted in a criminal proceeding or been a party to a civil proceeding of
any judicial or administrative body of competent jurisdiction as a result of which neither it nor either of them was or is subject to
a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item
3. Source or Amount of Funds or Other Consideration.
JN
acquired its shares in connection with the acquisition of Panacea Life Sciences, Inc by Exactus, Inc. on June 30, 2021.
Item
4. Purpose of Transaction.
Acquired
in the ordinary course of business for investment purposes.
Item
5. Interest in Securities of the Issuer.
JN
acquired shares in the following transactions:
| 10/21/21 (1) | |
4,047,054 | |
$2.80 |
| 1/1/23 (2) | |
3,250,573 | |
$0.0421 |
| Total Owned as of 6-22-23 | |
7,297,627 | |
|
| |
(1) |
Acquisition
Panacea Life Sciences, Inc by the Issuer. |
| |
|
|
| |
(2) |
Acquired
on January 1, 2023. |
CUSIP
No. 69810P109
|
|
13D |
|
Page
5 of 6 Pages |
During
the past 60 days, Leslie Buttorff acquired shares in the following transactions:
| 6/30/21 (1) | |
599,898 | |
$2.80 |
| 6/2/23 (2) | |
760,000 | |
$0.50 |
| Open Market Purchases Date | |
Quantity | |
Price ($) |
| 6/9/23 | |
3000 | |
0.4325 |
| 5/31/23 | |
3500 | |
0.52 |
| 5/31/23 | |
500 | |
0.52 |
| 5/26/23 | |
100 | |
0.465 |
| 5/26/23 | |
3,000 | |
0.5176 |
| 5/23/23 | |
500 | |
0.498 |
| 5/19/23 | |
1,500 | |
0.52 |
| 5/19/23 | |
4500 | |
0.51 |
| 5/11/23 | |
2100 | |
0.51 |
| 5/10/23 | |
6500 | |
0.44 |
| 5/10/23 | |
5600 | |
0.3999 |
| 5/10/23 | |
500 | |
0.399 |
| 5/9/23 | |
2,300 | |
0.3775 |
| 5/8/23 | |
1,000 | |
0.3775 |
| 5/8/23 | |
500 | |
0.538 |
| 5/5/23 | |
4,000 | |
0.49 |
| 5/5/23 | |
500 | |
0.475 |
| 5/5/23 | |
1,000 | |
0.5 |
| 5/5/23 | |
6,000 | |
0.4998 |
| 5/2/23 | |
500 | |
0.475 |
| 4/26/23 | |
5,500 | |
0.3976 |
| 4/25/23 | |
3,500 | |
0.38 |
| 4/25/23 | |
1,000 | |
0.32 |
| |
(1) |
Shares
originally issued for acquisition of Panacea Life Sciences, Inc. by Exactus, Inc. |
| |
|
|
| |
(2) |
Stock
awarded in lieu of 2023 salary. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Leslie
Buttorff is the beneficial owner of all shares held by JN. Ms. Buttorff is the Director and Chief Executive Officer of the Issuer since
July 1, 2021.
Item 7. Material to Be Filed as Exhibits.
Not
applicable.
CUSIP
No. 69810P109
|
|
13D |
|
Page
6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| June
23, 2023 |
|
| |
|
| Leslie
Buttorff |
|
| |
|
| /s/
Leslie Buttorff |
|
| J&N
Real Estate Company, LLC |
|
| Leslie
Buttorff, Owner |
|
| |
|
| /s/ Leslie Buttorff |
|
| J&N
Real Estate Company, LLC |
|
| Leslie
Buttorff, Owner |
|
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