Form 8-K - Current report

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): May 13, 2024

Panacea Life Sciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-38190		27-1085858
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5910 South University Blvd, C18-193

Greenwood Village, CO 80121

(Address of principal executive offices, including zip code)

(800) 985-0515

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐	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: None.

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 May 13, 2024, Panacea Life Sciences, Inc., a subsidiary of Panacea Life Sciences Holdings, Inc. (the “Company,” “Panacea Life Sciences,” “we,” or “our”) entered into a definitive Licensing, Marketing, Supply and Development Agreement (the “Agreement”) with Sky Wellness, LLC, an Arizona limited liability company (“Sky Wellness”), for the purpose of allowing the Company to market and sell Sky Wellness’ existing inventory of CBD products under a 40% of net revenue share arrangement and to develop and market diverse new products under the federally-trademarked Sky Wellness brand family.

Pursuant to the Agreement, Sky Wellness Panacea has the right to market and sell Sky Wellness’ existing inventory of Sky Wellness-branded CBD and non-CBD products, to manufacture additional Sky Wellness-branded CBD products and replenishment stock using all intellectual property related to the Sky Wellness trademark (USPTO Serial Number 90828919). The Company will retain 40% of the net revenue from the Company’s sales under the Agreement. The above description of the Agreement is qualified in its entirety by reference to the Agreement itself, a true copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On May 16, 2024, Panacea Life Sciences Holdings, Inc. issued a press release to announce that the Company and Sky Wellness entered into the Agreement. Products to be further developed and manufactured by Panacea Life Sciences under the agreement’s intellectual property license include the Sky Wellness brands D Oh Gee^TM, which are CBD and non-CBD dog chews, and BoneUp^TM, a male enhancement product. Sky Wellness’ CBD vape products will be sold in the Company’s retail Pana Kava Java^TM stores in the Tampa, Florida metropolitan area. A copy of the Company’s press release is attached as Exhibit 99.1 to this report and incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		Licensing, Marketing, Supply and Development Agreement dated May 13, 2024 by and between the Issuer and Sky Wellness, LLC.
99.1*		Press Release dated May 16, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

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 hereunto duly authorized.

	PANACEA LIFE SCIENCES HOLDINGS, INC.

	By:	/s/ Leslie Buttorff
Date: May 16, 2024		Leslie Buttorff
		Principal Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1*		Licensing, Marketing, Supply and Development Agreement dated May 13, 2024 by and between the Issuer and Sky Wellness, LLC.
99.1*		Press Release dated May 16, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

Exhibit 10.1

Exhibit 99.1

Press Release

Panacea Life Sciences and Sky Wellness Enter Agreement for Licensing, Marketing, Supply and Development of Sky Wellness CBD Products

GOLDEN, Colo., May 16, 2024 — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea Life Sciences,” “PLSH” or the “Company”), a Colorado-based manufacturing, research and product development company in the natural health and wellness industry, announces the execution of a Supply, Licensing and Development Agreement (Agreement) by its subsidiary, Panacea Life Sciences, Inc. with Sky Wellness, LLC for the marketing and sale of Sky Wellness’ current CBD product inventory and the licensing and development of new products under the trademarked family of Sky Wellness brands.

Under the Agreement, Sky Wellness will deliver its current existing inventory of branded CBD and other products to Panacea Life Sciences, and Panacea Life Sciences will market and sell the products under an arrangement that splits net sales revenue at 40% of net sales revenue to Panacea and 60% to Sky Wellness. Panacea Life Sciences may also use Sky Wellness’ trade and brand names in the advertising and sale of the Sky Wellness products, and Sky Wellness has granted Panacea Life Sciences a non-exclusive license to use Sky Wellness’ intellectual property for the purposes of PLSH manufacturing, marketing and selling new products under the Sky Wellness family of trademarked brands. Sky Wellness retains full ownership of its intellectual property under the agreement. New products to be developed by Panacea under the Sky Wellness brands D Oh Gee^TM, which are CBD and non-CBD dog chews, and BoneUp^TM, a male enhancement product.

“This strategic sales and product development relationship with Sky Wellness adds value to our PLSH stakeholders and expands our existing line of health and wellness products,” said Leslie Buttorff, Chief Executive Officer of Panacea Life Sciences. “We plan to stock our chain of retail Pana Kava Java^TM locations in the Tampa, Florida metropolitan area with Sky Wellness products to complement our PANA Health^™, PANA Beauty^®, PANA Sport^™, PANA Pet^®, PANA Pure^®and PANA Life^™ branded product lines.”

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) is a holding company organized as a plant-based natural health ingredient and product company, specializing in the development, manufacturing, research, and distribution of products within the $134B and rapidly growing natural health and wellness market segment for both humans and animals.

The company’s first subsidiary, Panacea Life Sciences, Inc. (PLS), is dedicated to the production, distribution, research, and manufacturing of premium-quality nutraceuticals, cannabinoids, mushrooms, kratom, and other natural, plant-based ingredients and products. Operating from a cutting-edge 51,000 square foot cGMP facility located in Golden, Colorado, PLS is committed to delivering high-quality solutions in the field of natural health and well-being.

Panacea Distro, the second subsidiary of Panacea Life Sciences Holdings, Inc., manages six retail locations and a distribution center situated in the Tampa, Florida area. These establishments provide a diverse range of products, including Nitro Kava, Kratom, Hemp, VAPE products, and various beverages, with a primary focus on promoting alternative health and wellness. The Panacea Distro business is segmented into two distinct areas—the retail stores and the cash & carry distribution warehouse. The retail stores are poised to evolve into franchise stores, with the intention of eventually adopting the name “PANA KAVA JAVA.” This strategic move is part of our plan to establish a franchise model based on the success of these existing retail locations.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, risks arising from supply chain disruptions or our ability to obtain raw materials as well as similar problems with our vendors, our ability to fulfill purchase orders on a timely manner, our ability to fully collect money for our purchase orders, the risk of customers returning our products, impact of the pandemic including new variants on our workforce, as well as those risks and uncertainties described by us in our annual report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors”. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

Contact:

Nick Cavarra

President

Nick.cavarra@panacealife.com

Cover	May 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2024
Entity File Number	001-38190
Entity Registrant Name	Panacea Life Sciences Holdings, Inc.
Entity Central Index Key	0001552189
Entity Tax Identification Number	27-1085858
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5910 South University Blvd
Entity Address, Address Line Two	C18-193
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80121
City Area Code	(800)
Local Phone Number	985-0515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false