PANACEA LIFE SCIENCES HOLDINGS, INC. (PLSH): M&A transaction — Panacea Life Sciences acquires 8 Nitro Kava retail stores for 78,530 Series N-7 Preferred shares

PANACEA LIFE SCIENCES HOLDINGS, INC.

Acquired 8 Nitro Kava retail stores and a distribution center in Tampa, FL from N7 Enterprises sellers.
Consideration: 78,530 shares of newly authorized Series N-7 Preferred (stated value $100/share, convertible 100:1 to common after 180 days).
N7 generated ~$2.6M revenue in FY2022 (unaudited); stores to be rebranded as PanaceaDistro with expansion and franchising plans.
Additional agreements: 6-month consulting with Gary Wilder at $20K/month, leakout restrictions on share sales, offset rights for acquisition expenses.
Series N-7 Preferred is senior to common but junior to existing preferred and debt, with no voting rights.

item 1.01 item 2.01 item 3.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PANACEA LIFE SCIENCES HOLDINGS, INC.: Filed Certificate of Designation establishing Series N-7 Preferred Stock with specified rights and preferences (effective 2023-10-05).

Change: charter amendment
Effective: 2023-10-05

Exact text from the filing

On October 5, 2023, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”), which established 78,530 shares of the Series N-7 Preferred Stock, par value $0.001 per share, having such designations, rights and preferences as set forth in the Certificate of Designation, as determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Certificate of Incorporation and Bylaws.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PANACEA LIFE SCIENCES HOLDINGS, INC. completed an acquisition involving Lizard Juice, LLC, Gary Wilder, New Age Distribution, LLC, and N7 Enterprises, Inc. for 78,530 shares of a newly authorized class of convertible preferred stock of the Company (the "Series N-7 Preferred") (closed 2023-09-30).

Action: acquisition
Counterparty: Lizard Juice, LLC, Gary Wilder, New Age Distribution, LLC, and N7 Enterprises, Inc.
Consideration: 78,530 shares of a newly authorized class of convertible preferred stock of the Company (the "Series N-7 Preferred")
Closing: 2023-09-30

Exact text from the filing

on September 30, 2023, the Company completed its acquisition of certain assets related to the Nitro Kava Business from the Sellers in exchange for the issuance of 78,530 shares of N-7 Preferred.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

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 78,530 shares of a newly authorized class of convertible preferred stock of the Company (the "Series (effective 2023-09-30).

Action: entry
Agreement: asset purchase
Counterparty: Lizard Juice, LLC, Gary Wilder, New Age Distribution, LLC, and N7 Enterprises, Inc.
Value: 78,530 shares of a newly authorized class of convertible preferred stock of the Company (the "Series
Effective: 2023-09-30

Exact text from the filing

On September 30, 2023, Panacea Life Sciences Holdings, Inc., a Nevada corporation ("Panacea" or the "Company") consummated the transactions contemplated by the Asset Purchase Agreement dated as of June 30, 2023 among Lizard Juice, LLC, a Delaware limited liability company ("Lizard Juice"), Gary Wilder, ("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 "Sellers") and the Company

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PANACEA LIFE SCIENCES HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001493152-23-036315

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