Current Report Filing (8-k)
December 29 2021 - 4:31PM
Edgar (US Regulatory)
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2021-12-28
2021-12-28
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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 28, 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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☐
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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
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
December 28, 2021, Panacea Life Sciences Holdings, Inc. (the “Company”) following approval of its Board of Directors, notified
RBSM LLP (“RBSM”), which was then serving as the independent registered public accounting firm of the Company, that the Company
had determined to retain another firm as the independent registered public accounting firm of the Company, effective immediately.
The
reports of RBSM on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and December 31,
2019 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principle, except that each report on the Company’s consolidated financial statements contained an explanatory paragraph
regarding the Company’s ability to continue as a going concern based on the Company’s recurring losses from operations, negative
cash flows from operating activities and accumulated deficit as of December 31, 2020 and as of December 31, 2019. During the fiscal years
ended December 31, 2020 and December 31, 2019 and the subsequent interim period through December 28, 2021, the effective date of RBSM’s
dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of RBSM would have caused RBSM to make reference thereto in its reports on the
consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined
in Item 304(a)(1)(v) of Regulation S-K).
The
Company provided RBSM with a copy of this Form 8-K and requested that RBSM furnish a letter addressed to the Securities and Exchange
Commission stating whether or not RBSM agrees with the above disclosures. A copy of RBSM’s letter, dated December 28, 2021, is
attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
December 28, 2021, following approval by the Company’s Board of Directors, the Company appointed BF Borgers CPA PC (“BF Borgers”)
as the new independent registered public accounting firm of the Company.
During
the fiscal years ended December 31, 2020 and December 31, 2019 and the subsequent interim period through December 28, 2021, neither the
Company, nor any party on behalf of the Company, consulted with BF Borgers with respect to either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the
Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by BF Borgers that
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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 29, 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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Panacea Life Sciences (PK) (USOTC:PLSH)
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