UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 2021, Panacea Life Sciences Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company sold a 10% original issue discount senior convertible promissory note in the principal amount of $1,100,000 (the “Note”) and five-year warrants to purchase 785,715 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $1.40 per share (the “Warrants”) pursuant to the terms and conditions of the SPA for a total purchase price of $1,000,000. The Warrants are exercisable for a five-year term at an exercise price of $1.40 per share, subject to certain adjustments which are substantially similar to those contained in the Note, including the Qualified Offering adjustment. The maturity date of the Note was November 16, 2022.
The Note was repaid in full on December 21, 2022 in the amount of $1,110,306.85. The repayment was funded with borrowings under the Company’s line of credit with its Chief Executive Officer, which was amended to increase the Company’s borrowing capacity thereunder to $5 million in connection with the repayment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
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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.
| Panacea Life Sciences Holdings, Inc. | ||
| Date: December 23, 2022 | By: | /s/ Leslie Buttorff |
| Name: | Leslie Buttorff | |
| Title: | Chief Executive Officer | |
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