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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): October
2, 2023
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 Material Definitive Agreement.
Asset
Purchase Agreement
On
September 26, 2023, Panacea Life Sciences Holdings, Inc. (the “Company,” “Panacea,” “we,” or “our”)
and PUR Life Medical, Inc. (“PUR Life”) entered into an Asset Purchase Agreement (“APA”) pursuant to which PUR
Life agreed to sell and Panacea agreed to purchase all of the following assets, including but not limited to, tangible and intangible,
free and clear of all encumbrances, which are used or useful in the business operations of PUR Life and as more specifically defined
below (collectively, the “Assets”). PUR Life is a franchise business and has over 60 different areas franchises and individual
spas, which together provide a revolutionary approach to alternative medicine, pain management and longevity-based solutions. The PUR
Life concept includes ground-breaking technologies from around the world combined with unique protocols and treatments to offer an integrated
and synergistic approach to health and healing. Panacea further plans to offer its products within the PUR Life treatment centers. The
complete list of Assets to be transferred from PUR Life to the Company at Closing are as follows:
| ● | All
Area Representative, all Single Unit Franchise Agreements currently in effect and all currently
proposed franchise agreements. Any deposits in process will be transferred to the Buyer. |
| ● | All
current Franchise Disclosure Documents and related legal materials. |
| ● | All
trademarks and copyrights and PUR LIFE name. |
| ● | All
agreements with vendors, team members or suppliers with the intent that those agreements
may be renegotiated within a reasonable time. |
| ● | All
manuals, software and operating systems. |
| ● | All
forms and materials for franchisee support. |
| ● | All
equipment. |
| ● | All
accounts receivable. |
| ● | Employees
of PUR Life |
Subject
to the terms and conditions set forth in the APA, a newly formed subsidiary of Panacea would merge with and into PUR Life (the “Merger”)
and PUR Life would become our new subsidiary (the “Subsidiary”). Mr. Dan Olsen (“Mr. Olsen”), who founded the
PUR Life franchise and owned 58.5% of PUR Life, will own 7% of the Subsidiary, while Panacea holds 93% ownership. Mr. Olsen will work
closely with the management team of the Subsidiary for a reasonable time to offer his expertise in consulting and franchising to the
Company for furthering the expansion of PUR Life nationwide.
Under
the APA, Panacea would pay $180,000 to PUR Life on October 2, 2023 to be held in escrow until the PCOB audit requirements have been completed;
and further $820,000 will be paid to PUR Life by November 10, 2023. Up to another $1.6 million would be due to be paid over the next
four years, contingent upon successful collection of franchise fees and royalties. If the audited revenues are less that 10% of what
was stated, the $1.6 million balance payment will be reduced to $800,000. Panacea plans to obtain both debt and equity financing for
payment on the closing date.
The
APA includes covenants of the parties customary for transactions similar to those contemplated by the APA, including, among others, that
PUR Life shall conduct and operate its franchise business in the ordinary course consistent with past practice until the closing of the
transaction and not engage in certain kinds of activities or transactions during this period. PUR Life has also agreed that, any franchise
fees and investment received beginning on September 26, 2023 will be transferred to the Company. PUR Life has also agreed that, for the
period commencing on the closing date of the transaction (September 26, 2023) until the second anniversary thereof, neither it nor any
of its affiliates will provide, design, develop, market, engage in, produce or sell any products, services, or businesses which are the
same or similar to those produced, marketed, invested in or sold by PUR Life, or engage in any aspect of the PUR Life business or activities
competitive with the PUR Life business.
The
APA also contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those
contemplated by the APA. Such representations and warranties are made solely for purposes of the APA and, in some cases, are subject
to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the APA and have been qualified
by disclosures that were made in connection with the parties’ entry into the APA.
In
addition, certain representations and warranties set forth in the APA may have been used for purposes of risk-allocation between the
Company and PUR Life rather than establishing matters of fact. The representations and warranties contained in the APA were made solely
for the benefit of the parties thereto. Persons not party to the APA, including, without limitation, the Company’s shareholders
and other investors, should not rely on the representations and warranties contained in the APA, or any descriptions thereof, including
those contained in this Current Report on Form 8-K (this “Report”), as characterizations of the actual facts or conditions
applicable to the Company, PUR Life or any of the Company’s other service lines or subsidiaries.
Item
8.01. Other Events.
On
October 2, 2023, Panacea and PUR Life issued a joint press release (the “Press Release”) announcing that on September 26,
2023, the Company and PUR Life entered into the APA.
The
above description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
*
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:
October 2, 2023 |
|
Leslie
Buttorff |
|
|
Principal
Executive Officer |
EXHIBIT
INDEX
*
Filed herewith.
Exhibit
99.1
Panacea
Life Sciences Holdings, Inc. Continues Growth Trajectory with Acquisition of the PÜR LIFE Medical Franchise
The
company expands upon its vertical integration vision within the alternative remedies and therapies space.
Golden,
Colorado, October 2 2023 /Globe Newswire/ — Panacea Life Sciences Holdings, Inc. (OTCQB:PLSH) (“Panacea”,
“PLSH” or the “Company”), today announced it has entered into an Asset
Purchase Agreement to acquire the PÜR LIFE Medical Franchise, an innovative franchise company providing cutting-edge pain and
prevention solutions as an integrative and synergistic approach to health and healing. The acquisition of PÜR LIFE adds to
Panacea’s unique, vertical integration strategy in the natural health and wellness space as we now control manufacturing,
production, and distribution of products and services into the $3 trillion U.S. healthcare market.
Founded
by one of the experts in the franchise industry, Mr. Dan Olsen, PÜR LIFE Medical provides a revolutionary approach to health and
wellness by providing alternative cutting-edge medical solutions to traditional medicine. PÜR LIFE clinics provide state-of-the-art
equipment and solutions to assist customers with natural, noninvasive procedures for anti-aging, pain management, weight loss, sleep
issues, emotional health, and overall health to help people live longer, healthier lives. Dan Olsen was instrumental in the growth and
success of the Fantastic Sam’s and Massage Envy franchises, and he believes the PÜR LIFE franchise business could be a similar
business. “By combining Panacea’s incredible products with the power of franchising with PÜR LIFE Medical, the synergistic
effect is exponential growth in company value. But more importantly, more people’s lives will change for the better with improved
health and longevity,” stated Dan Olsen. “The purchase of these assets and franchises will provide tremendous value to Panacea
shareholders and the lives its serves.”
In
2022, Panacea pivoted its business model from a primary focus on hemp-derived CBD products into the nutraceutical markets by expanding
its manufacturing operations and adding new brands to the marketplace. “We have been working very hard to execute our vision as
a leading vertically integrated, alternative remedy health and wellness provider,” states Nick Cavarra, President of Panacea. “Bringing
PÜR LIFE and its franchise model into the fold allows us to offer the highest quality services and natural products to this explosive
market. Consumers are leery of synthetic medicines and invasive treatments and actively seeking alternative remedies and therapies that
provide health, pain management and longevity to their lives.”
The
purchase price for the PÜR LIFE Medical franchise is $1 million in cash plus an additional $1.6 million payable based upon future
metrics and achieving franchise sales goals. The cash is due in two tranches, $180,000 upon receipt of auditable financials and back-up
and $820,000 on November 10, 2023. This will be financed via debt and equity. In addition, Mr. Olsen retains 7% of the PÜR LIFE
subsidiary in exchange for his continued services to the PLSH management team.
About
Panacea Life Sciences Holdings, Inc.
Panacea
Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate a vertically integrated manufacturing, research,
product development and distribution model in the high-growth, alternative health & wellness market segment. Its first subsidiary,
Panacea Life Sciences, Inc. (PLS) operates a 51,000 sq. ft manufacturing GMP facility in Golden, CO and produces millions of products
for the nutraceutical and natural products markets monthly. PLS is a woman-founded company established in 2017 and currently is traded
on the OTCQB “PLSH”.
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, 2022 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:
info@panacealife.com
800-985-0515
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