Current Report Filing (8-k)
December 20 2021 - 9:01AM
Edgar (US Regulatory)
0001552189
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0001552189
2021-12-17
2021-12-17
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iso4217:USD
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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 17, 2021
PANACEA
LIFE SCIENCES HOLDINGS, INC.
(Exact
name of the registrant as specified in its charter)
Nevada
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001-38190
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27-1085858
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of exchange on which registered
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N/A
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N/A
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N/A
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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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
December 17, 2021, the Board of Directors (the “Board”) of Panacea Life Sciences Holdings, Inc. (the
“Company”), after discussion with management of the Company and the Company’s independent registered public
accounting firm, RBSM LLP (“RBSM”), concluded that the Company’s previously issued unaudited condensed
consolidated interim financial statements as of and for the fiscal periods ended September 30, 2021 included in the Company’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021 (the “Q3 2021 Form
10-Q”) should no longer be relied upon.
The
condensed consolidated interim financial statements as of and for the fiscal periods ended September 30, 2021 included in the Q3 2021
Form 10-Q were not reviewed by RBSM in accordance with Article 10 of Regulation S-X prior to filing.
Subsequent
to the filing of the Q3 2021 Form 10-Q, the Company identified errors in the unaudited condensed consolidated interim financial statements
included in the Q3 2021 Form 10-Q related to revenue and costs of goods sold, lease liability, options and warrants.
Based
on the foregoing determination, the Company has restated the previously issued condensed consolidated interim financial statements as
of and for the fiscal periods ended September 30, 2021 and modified related disclosure by filing the Q3 2021 Form 10-Q/A. The restatements
in the Q3 2021 Form 10-Q/A resulted in changes to line items in the Company’s condensed consolidated balance sheets as of September
30, 2021, condensed consolidated statements of operations for the three and nine months ended September 30, 2021, condensed statement
of stockholders’ equity for the three and nine months ended September 30, 2021, and condensed consolidated statement of
cash flow for the nine months ended September 30, 2021.
The
Board of Directors and Chief Executive Officer discussed the matters described in this Item 4.02 with representatives of RBSM.
For
clarity, the financial statements in the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 2021 filed on December 17, 2021 (the “Q3 2021 Form 10-Q/A”) were reviewed by RBSM and may be relied upon.
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.
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Panacea
Life Sciences Holdings, Inc.
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Date:
December 20, 2021
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By:
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/s/
Leslie Buttorff
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Name:
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Leslie
Buttorff
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Title:
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Chief
Executive Officer
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