Panacea Life Sciences to acquire eight Nitro Kava stores in Tampa for convertible preferred shares

PANACEA LIFE SCIENCES HOLDINGS, INC.

Acquisition of 8 retail locations, distribution facilities, warehouse in Tampa area for 84,548 Series E convertible preferred shares.
Each preferred share convertible into 100 common shares after 180 days; sellers subject to 2-year lock-up with volume limits.
Acquired business generated $2.9M unaudited revenue in FY 2022; purchase price adjustable if closing monthly revenue <$175k.
Closing expected by Aug 31, 2023, subject to delivery of audited financials and other customary conditions.
Company also announced diversification into kratom, kava, functional mushrooms, and psychedelic research.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PANACEA LIFE SCIENCES HOLDINGS, INC. entered into Asset Purchase Agreement with Lizard Juice, LLC, Gary Wilder, New Age Distribution, LLC, and N7 Enterprises, Inc. valued at 84,548 shares of Series E Preferred stock (effective 2023-07-03).

Action: entry
Agreement: asset purchase
Counterparty: Lizard Juice, LLC, Gary Wilder, New Age Distribution, LLC, and N7 Enterprises, Inc.
Value: 84,548 shares of Series E Preferred stock
Effective: 2023-07-03

Exact text from the filing

On July 3, 2023 Panacea Life Sciences Holdings, Inc. (“Panacea” or the “Company”) entered into an asset purchase agreement (the “APA”) with Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, an individual resident of Florida (“Wilder”), New Age Distribution, LLC, a Florida limited liability company (“New Age Distribution”), and N7 Enterprises, Inc., a Florida corporation and the parent company of Lizard Juice and New Age Distribution (“N7 Enterprises” and together with Lizard Juice, Wilder and New Age Distribution, the “Seller”), pursuant to which, subject to the satisfaction of certain closing conditions, the Company will acquire certain of the assets of Seller for 84,548 shares of a newly authorized class of convertible preferred stock of the Company (the “Series E Preferred”), including eight Kava Nitro stores in the Tampa, Florida area, including inventory, equipment and recipes, distribution facilities and a warehouse.

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Source: SEC EDGAR

accession 0001493152-23-024087

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