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): March 5, 2024

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 March 3, 2022, Panacea Life Sciences Holdings, Inc. (the “Company”) entered into a Share Exchange Agreement with an institutional investor (the “Investor”) pursuant to which the Investor exchanged 350 shares of the Company’s Series A Preferred Stock, par value $0.0001, for a Senior Convertible Note dated March 3, 2022 in the principal amount of $385,000, as amended (the “Note”).

The parties have agreed that the Company will repay the Note in full pursuant to the terms of a Note Payoff Agreement dated February 9, 2023, under which the Company shall pay to Investor (i) $135,000 on February 13, 2023; (ii) $100,000 on or before June 30, 2023, and (iii) shall convert 540,000 shares of the Company’s Common Stock at a fixed conversion price of $0.25 per share.

The payment made on February 13, 2023 was funded under the Company’s line of credit with its Chief Executive Officer.

The Company was unable to fund the $100,000 in cash due on or below June, 2023 so it settled on converting this $100,000 to 666,000 shares of common stock on March 5, 2024.

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: March 6, 2024	By:	/s/ Leslie Buttorff
	Name:	Leslie Buttorff
	Title:	Chief Executive Officer

PANACEA LIFE SCIENCES HOLDINGS, INC. 8-K