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WHAT DOES CBD DO? CBD OIL AND ITS EFFECTS

What does CBD do? What does CBD stand for? Cannabidiol, or CBD, is a chemical compound found in the Cannabis sativa plant. Initially discovered in 1940, cannabidiol is a phytocannabinoid (the chemical compounds naturally found in Marijuana and Hemp plants). Despite this fact, CBD does not create any psychological effects, unlike the cannabinoid THC. Out of the 113 or more cannabinoids found in Cannabis plants, cannabidiol accounts for approximately 10-15% of the plants’ extract.

Clinical research has been investigating the positive health benefits of CBD, finding that CBD could be used to ease or remedy the symptoms of common health issues like anxiety, depression, acne, and heart disease. It may even stand as a natural alternative for pain and symptom relief when dealing with cancer.

It’s no wonder that CBD has swept through the American consumer market. Google trends and search data have proven that CBD is gradually becoming a household name. Everyone wants to know about CBD, from what it can do, its safeness for use, and the total extent of its effects. This article aims to answer some of these common questions while also discussing current scientific data on CBD use.

Does CBD oil make you high?

The most common misconceptions about CBD are based on the question, “Are CBD and Marijuana the same thing?”

In short, no. While CBD is an essential compound of cannabis found in both Hemp and Marijuana plants, you cannot get high from using CBD. A report by the World Health Organization states that ”in humans, CBD exhibits no effects indicative of any abuse or dependence potential…to date, there is no evidence of public health-related problems associated with the use of pure CBD.”

What part of cannabis does make you get high?

The psychological effects are colloquially known as “getting high” come from another cannabinoid called THC. The THC attaches to cannabinoid receptors in the brain, which then creates the psychoactive effects most people associate with Marijuana use.

CBD vs. THC

Both compounds are part of the Cannabis plant, but high concentrations of THC are only found in Marijuana. The Hemp plant is defined as those varieties that contain less than 0.3% THC, so it cannot create a high. CBD is found in both types of Cannabis; however, the Hemp plant is used more commonly for CBD oil extraction.

Are CBD and THC legal?

In terms of legality, CBD is readily available for purchase in America thanks to the 2018 Farm Bill. The bill included a provision that federally legalized Hemp for agricultural production, so long as it contains no more than 0.3 percent THC, a level that will not do not make the user get high. This allowed the CBD-only industry to take off, and now CBD can be purchased online and in all 50 states.

Marijuana, on the other hand, is legal for sale and consumption in only a handful of states in the U.S. due to its THC content. Although THC containing materials above 0.3% are still considered a Schedule 1 controlled substance by the federal government, medical Marijuana is legal in 33 states, and recreational Marijuana is legal in 11 states plus the District of Columbia.

Eight Scientific Health Benefits CBD Oil

As noted, studies on CBD have proven it can provide relief from many different ailments and symptoms. CBD has also been touted as a supplement for other general health and wellness issues. Despite CBD being somewhat controversial or misunderstood, it is imperative to understand that CBD is considered safe for human use, as it contains zero addictive properties or elements that get you high, such as the THC compound found in Marijuana.

Thus far, scientific research on CBD has demonstrated it has the potential to provide the following benefits to its users:

1. Relieves chronic pain and inflammation

CBD may offer an alternative to moderating some types of chronic pain. Many people who have fibromyalgia have affirmed that they felt relief after using cannabidiol oil. Further studies have proven mechanisms by which cannabidiol oils inhibit inflammatory and neurotic pain. Using an animal model, a study from the European Journal of Pain demonstrated that CBD oil, when applied to the skin, could help lower pain and inflammation as a result of arthritis.

More research is needed to confirm these benefits for humans further. However, many CBD oil users claim that it does reduce pain and inflammation caused by various chronic health conditions.

2. Calms or stops epilepsy

Videos showing the beneficial effects of CBD on children with epilepsy are found all over the internet. Many studies have shown that cannabidiol possesses anti-seizure properties that can effectively treat children with drug-resistant forms of epilepsy. A study published in the New England Journal of Medicine revealed that CBD use reduced the occurrence of seizures by 23 percent over those taking a placebo.

New research has explored using CBD to treat some of the cruelest childhood epilepsy syndromes, such as Dravet syndrome and Lennox-Gastaut syndrome (LGS). Typically, these syndromes do not respond to anti-seizure medicines. However, in many of the research cases, cannabidiol oil decreased the number of seizures the patient suffered and eliminated seizures in others.

In June 2018, the FDA approved Epidiolex, the first cannabis-derived medicine containing cannabidiol, to treat these severe conditions. Epidiolex also happens to be the first FDA-approved drug that contains a purified form of a Marijuana extract. The drug mitigates the seizures and sometimes gets rid of them entirely. Panacea Life Sciences manufactures a similar version of this product since it is naturally produced from the Hemp plant.

3. Reduces oxidative stress

Oxidative stress is caused when the body has an excess of free radicals, which are molecules that contain an uneven number of electrons as well as oxygen. In periods of oxidative stress, the body’s antioxidants are unable to neutralize all the free radicals. This health issue is relatively new due to increased environmental toxicity around the world.

4. Regulates blood pressure

Heart disease is one of the top causes of death in the United States. High blood pressure can cause hypertensive heart disease because it affects how the heart’s arteries and muscles work. High blood pressure increases the amount of work the heart has to do to pump blood throughout the body, which can lead to the heart becoming enlarged. Oftentimes hypertension is associated with an increased risk for stroke and kidney disease. A 2017 study published in JCI Insight revealed that CBD could help regulate blood pressure fluctuations engendered by stress. Thus, CBD may be used as a preventative measure for heart health.

5. Fights multi-resistant bacteria

CBD has the unconventional means to fight certain kinds of bacteria, typically the drug-resistant strains. In one study, CBD was found to be bactericidal against strains of staphylococci and streptococci. A 2011 study showed that cannabidiol could reduce the tuberculosis progression found in rats; however, the study found that this may be because of slowed the increase of T cells. More research is required to better understand cannabidiol’s role in fighting infections.

6. Treats symptoms of Type 1 diabetes

Type 1 diabetes occurs when the body’s immune system attacks the pancreatic cells that produce insulin, which then causes inflammation. Research by Clinical Hemorheology and Microcirculation in 2016 showed that cannabidiol could ease pancreatic inflammation and lowered the occurrences of Type 1 diabetes in mice.

7. Alleviates skin conditions

Numerous studies have proven that CBD can clear up skin issues like eczema by encouraging unconventional cell death. CBD can also regulate excess sebum (oil) production, which helps to prevent acne. Coupled with its anti-inflammatory properties, CBD can be an effective anti-oxidant in skin care, much like vitamins C or E.

8. May slow progression of Alzheimer’s disease

The Journal of Alzheimer’s Disease published a study in 2014, showing CBD can slow the growth of social recognition memory deficit in people in the early stages of Alzheimer’s. This means CBD may help improve their sense of recognizing familiar faces. It is also an effective way to make the symptoms of the disease less intense.

Is CBD oil safe?

CBD oil, to a large extent, has been shown to treat symptoms of many different ailments and is generally regarded as safe (GRAS) for human use. Adverse side effects of CBD are mild and rare, largely depending on dosage levels and the individual user. The side effects may include nausea, fatigue, and irritability. Cannabidiol can also raise levels of coumadin, a blood thinner, or impact levels of other medications in the blood.

However, as demonstrated above, scientific research has shown that cannabidiol helps treat specific ailments and provides relief for other everyday conditions and irritations.

Takeaway

It’s clear from the research on CBD that it interacts positively with the body. CBD oil can provide relief for specific conditions and symptoms while also providing general health and wellness benefits to its users. If you’re considering trying the supplement and you’re on other medication, be sure to consult with your doctor for proper guidance.

References:
Ministry Of Hemp
Drug Abuse
FDA
Health Line
Insight
Springer Link
NCBI
NCBI
NCBI

Panacea Life Sciences Holdings, Inc. Celebrates National CBD Day (August 8th) By Shifting To An “Everyday Low Pricing Model” To Meet Customer Needs

The new pricing model for Panacea’s natural health & wellness products will not only help customers afford natural remedies in this strained economy but will provide consistency and a promise that is better aligned with the company’s vision to help people and pets live their best lives, naturally.

Golden, Colorado,August 8, 2023/PRNewswire/ — Panacea Life Sciences Holdings, Inc.

(OTCQB:PLSH) (“Panacea” or the “Company”), today announced the launch of their shift to an everyday low price pricing model for their full line of CBD products for pets and people. Panacea Life CBD products are regarded as some of the highest quality CBD products on the market due to their unique seed-to-sale approach that allows for premier quality control and opportunities to innovate distinct ingredient formulations that enhance apage1image63726112nd ensure maximum efficacy.

“Panacea has been at the forefront of delivering functional CBD products to the consumer market since 2017, yet we are still seeing an unwelcome misunderstanding at the federal, retail, and consumer levels about this amazing natural plant” stated Nick Cavarra, President of Panacea. “For many consumers, the cost of CBD products has been too expensive – particularly in this current inflationary period – so we felt it was important to bring affordability to these products that have massive potential to help people feel better every day.”

The new pricing strategy allows Panacea’s wide array of products to be more comparable to other nutraceutical and even pharmaceutical products on the market. One of the Company’s goals is to provide products that are just as effective and priced near common over-the-counter drugs like ibuprofen, aspirin or naproxen. With the growing rate of people who are more mindful and motivated to seek out clean, natural and organic products, Panacea is wise to put their specialty products on the same playing field as the typical “go-to” medicines.

Launching their pricing changes on National CBD Day, August 8th, is ideal to bring CBD to the forefront of natural health products – a move that many suspect will be well received. Along with the new pricing, Panacea is also making a notable shift toward better aligning with their company mission:

Providing Alternative Remedies for Natural Health and Wellness.

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In the coming months and beyond, Panacea is both well-equipped and committed to generating significant revenue growth in the billion-dollar nutraceutical/natural health and wellness space to provide more consumers more opportutnities to take advantage of natural, clean, non-addictive health solutions. Positive industry insights and projections prove the Company is headed in the right direction and capitalizing early on the relatively young industry’s impressive growth is sure to put Panacea on the map and provide significant value to our shareholders.

 

 

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is a holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human, and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS), is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden, Colorado. If you would like more information about how Panacea is providing alternative remedies for natural health and wellness, please visit www.panacealife.com.

Cautionary Note Regarding Forward-Looking Statements

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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 our ability to obtain raw materials and ingredients from our vendors, our ability to fulfill purchase orders on a timely manner, our ability to attract financing on terms and subject to conditions, acceptable to us, our ability to operate profitably and continue as a going concern, effects of Covid-19 on our business and the businesses of our customers and suppliers, the ability to manage an acquisition program and integrate acquisitions, as well as those risks and uncertainties described in our annual report on Form 10-K for the fiscal year ended Decembe 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:

[email protected]

800-985-0515

Source: Fortune Business Insight

Panacea Life Sciences Holdings, Inc. Continues Pursuit of High Growth Health and Wellness Products with Acquisition of Sierra Sage, LLC and Halucenex from Melodial Global Health

Golden, Colorado,August 2, 2023/PRNewswire/ — Panacea Life Sciences Holdings, Inc. (OTCQB:PLSH) (“Panacea” or the “Company”), today announced it has entered into a Letter of Intent with Melodial Global Health (ASX:ME1)(formerly Creso Pharma) to acquire Sierra Sage Herbs (“Sierra”), maker of the best-selling Geen Goo, Southern Butter and Good Goo natural products and Halucenex, a company researching novel psychedelic compounds. The deal would

extend Panacea’s footprint into natural first aid and body care products, and establishes a strong tie with Melodial through a significant stock ownership stake.

Sierra Sage, which counts 90,000 points of distribution across the US including Whole Foods, Walmart, Amazon, Target.com, CVS, Walgreens, Rite Aid, Kroger, and Food Lion, among others, will continue to operate under its existing leadership while gaining access to Panacea’s 51,000 square foot manufacturing, production and distribution facility in Golden, Colorado.

Originally founded in 2008 by sisters Jodi and Jen Scott and their mother Kathy Scott, Sierra Sage has grown from a home-based, women-run start-up to a leader in the natural health products space. Its biggest line, Green Goo, is a collection of plant-based portable first aid and body care products that are crafted using a proprietary lipid-infusion process, rather than with pre-made extracts. This unique process increases the medicinal value of its salves, making its natural healing properties some of the most potent in the market. Green Goo ingredients are organic whenever possible, are sourced using fair trade principles, and include no harmful chemicals. The company also offers a line of hemp-infused health products through its Good Goo brand and a line of intimate skin care products through its recently launched Southern Butter brand.

“My family and I started Sierra Sage Herbs because we saw a real white space in the market for naturally safe, effective, simple wound care that was both portable and accessible,” said Sierra Sage Herbs CEO and co-founder, Jodi Scott. “We are thrilled to be joining with another woman founded Colorado-based company that shares our ideology to pursue ESG (Environmental, Social, Governance) goals in health, science and wellness.”

Halucenex is a life sciences development company with a focus on researching novel psychedelic compounds, including developing and licensing psychedelic compounds for pharmaceutical and nutraceutical markets, and conducting clinical trials on the medical benefits of psychedelic medicine. Halucenex operates a 6,000 sq. ft. medical facility in Windsor, Nova Scotia with 6 treatment rooms and a secure laboratory dedicated to performing psychedelic-assisted psychotherapy and clinical research. Halucenex intends to maintain control over all aspects of the product development process – mycological research, extraction technology, and synthetic formulation as well as drug delivery technologies, psychedelic-assisted psychotherapy and regulatory affairs.

Sierra Sage and Halucenex will join the enterprise group at Panacea that includes health and wellness including Panacea branded CBD/CBG and nutraceuitical production in Golden Colorado. Other planned acquisitions in the Panacea portfolio include N7, a chain of Kratom and Kava bar

locations in South Florida which was signed in July and expected to be completed in the second half of 2023.

Panacea intends to position itself to provide a comprehensive menu of natural and organic health and wellness products catering to all segments of the health and wellness minded community, while supporting research into important medical and health challenges, such as the effects of CBD/CBG/psilocybin on conditions such as irritable bowel syndrome, pain management, brain injury and PTSD.

“Adding Sierra Sage and Halucenex to the family helps Panacea achieve its goals of generating revenues from numerous naturally found products and ingredients” said Leslie Buttorff, CEO of Panacea. “Melodial’s decision to focus on its main products while collaborating with us to expand into the US market should well-position our group for unbridled success as an industry leader. It is a vote of confidence by an established cannabis company in support of our efforts. Halucenex fits well into our new health and wellness focus as we have spent the last six months developing new mushroom related products. We hope to capture significant market share in the three categories of mushroom products under development — functional, amanita and psilocybin — while enhancing our on-going research efforts at Colorado State University at the Panacea Cannabinoid Lab in order to produce valuable information about these emerging compounds.”

The purchase price for the acquisition will be based upon 1X trailing 12 months audited sales of Sierra Sage, with a projected $2.0 million of the purchase price payable in cash and the balance in restricted common stock. Melodial will be subject to restrictions on transfer of such shares and a lockup for a two year period.

Closing of the acquisition is subject to satisfaction of customary terms and conditions for a

transaction of this kind, including completion of due diligence, negotiation of definitive documents, approval of the boards of directors of Melodial and Panacea, availability of financing for the cash portion of the purchase price and losses from operations following acquisition, on terms, and subject to conditions, acceptable to Panacea in its sole discretion, and the availability of audited financial statements for the prior two completed fiscal years for Sierra Sage and Melodial.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth,

natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden, Colorado. If you would like more information, please visit www.panacealife.com

About Sierra Sage Herbs

Committed to making the best all-natural, plant-based skin care products, Sierra Sage Herbs, now part of Creso Pharma, is on a mission to spread goodness, empower change and redefine natural body care. Founded in 2008 by sisters Jodi and Jen Scott and their mother Kathy Scott, the company’s natural products brands include the wildly popular Green Goo and Southern Butter, which are sold across more than 90,000 points of distribution around the US. A certified “B Corp.”, Sierra Sage aligns and partners with charities, aid organizations, and causes both in the

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United States and around the world. To learn more please visit: www.sierrasageherbs.com.

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 our ability to obtain raw materials and ingredients from our vendors, our ability to fulfill purchase orders on a timely manner, our ability to attract financing on terms and subject to conditions, acceptable to us, our ability to operate profitably and continue as a going concern, effects of Covid-19 on our business and the businesses of our customers and suppliers, the ability to manage an acquisition program and integrate acquisitions, as well as those risks and uncertainties described 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:

[email protected]

800-985-0515

Melodiol to streamline portfolio with Up To A$30m asset sale to US Listed Panacea – Maintaining significant stake in spin-off vehicle

Highlights:

  • Melodiol secures a non-binding LOI with Panacea Life Sciences Holdings, Inc. (‘Panacea’) (OTCQB: PLSH), a US company specialising in manufacturing, R&D, and distribution of high-quality, GMP-certified health & wellness products, for the sale of Sierra Sages Herbs, LLC (‘SSH’) and Halucenex Life Sciences Inc. (“Halucenex”) for an initial approximate US$5m in cash and scrip
  • LOI includes additional earn-out components valued at up to US$15m, which will allow Melodiol to further increase its shareholding in Panacea should conditions be met following SSH’s potential revenue growth
  • Panacea’s recent operational progress includes acquisitions of eight retail locations offering VAPE and CBD products in Tampa, Florida, generating US$2.9m of annual revenues for the fiscal year ended 31 Dec 2022, and a research collaboration with Colorado State University’s Cannabinoid Research Centre (CRC)
  • Panacea, through its diverse trademark portfolio (PANA Health, PANA Beauty, PANA Sport, PANA Pet, & PANA Life), operates across the entire cannabinoid value chain and achieved significant customer growth during Q1 CY2023
  • Panacea is headquartered in Golden, Colorado where it operates a sophisticated 51,000 square foot, cGMP-certified facility
  • Melodiol’s divestment of SSH and Halucenex allows for concentration on group profitability, via the substantial growth at Health House International and Mernova Medicinal Inc., with the purchase price including US$2m in cash and the balance in Panacea common stock, promising further upside potential
  • Post-transaction, Melodiol will be the largest shareholder in Panacea, enabling a strategic expansion into the US market. This aligns with the Company’s long stated objective to increase exposure to US capital markets
  • Panacea’s expertise will aid in the growth of SSH and Halucenex, significantly reducing Melodiol’s cash burn, and allowing ME1 to focus on accelerating the group’s near term profitability
  • Transaction enables Panacea, a complementary US specialist business, to collaborate with SSH and Halucenex, driving growth and pursue cash flow positivity for SSH via potential synergies. Additionally, if completed, it would secure continued funding for Halucenex’s progression into successful Phase II and forthcoming Phase III trials. This strategic move would also significantly decrease Melodiol’s cash burn
  • Consideration of A$30m highlights management’s view of Melodiol’s operating subsidiary value – further value accretive transactions for shareholders are also being explored
  •  

    Strategic Rationale:

    Melodiol’s Letter of Intent (LOI) to sell its earlier stage business units, SSH and Halucenex, into the specialised US-based CBD firm, Panacea, is a strategic leap towards financial agility. This move decisively decreases cash outflows for Melodiol while leveraging Panacea’s capacity to drive growth. This decision emphatically reaffirms Melodiol’s direction and rationale to escalate sales and expedite profitability, as mirrored in CY2023 sales to date of $8.6m nearing the previous year’s record revenues of $8.7m.

    In synergy with Panacea, Melodiol is poised to unlock value from early-stage SSH and Halucenex, thereby strengthening its balance sheet and accelerating an overall cash-flow positive portfolio. Moreover, the divestment reduces significant operating expenditure and capital expenditure for ME1, facilitating significant cost savings as Panacea’s highly skilled team accelerate the growth of SSH and Halucenex. Post-transaction, Melodiol’s substantial stake in Panacea offers potential upside linked to SSH and Halucenex’s operational progress and a non- dilutive funding source for scaling international operations. Crucially, this move amplifies Melodiol’s visibility in the North American market, congruent with its ambition for a NASDAQ listing.

    Melodiol Global Health Limited (ASX:ME1, FRA:1X8) (‘Melodiol’ or ‘the Company’), is delighted to announce a non-binding Letter of Intent (LOI) with the US-based entity, Panacea Life Sciences Holdings, Inc. (‘Panacea’) (OTCQB: PLSH). The LOI pertains to the divestment of two of Melodiol’s prominent business units, Sierra Sage Herbs, LLC (“SSH”) and Halucenex Life Sciences Inc. (“Halucenex”), for an up-front aggregate consideration of approximately U$5m in cash and scrip. The LOI also includes an additional US$15m in earn-out clauses, which if met, will provide additional value to Melodiol.

    Panacea Life Sciences Holdings (https://panacealife.com/), is an OTCQB-listed holding company specialising in the development, manufacturing, research, and distribution of GMP-certified health & wellness and pet care products, chiefly those originating from hemp and CBD.

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    Its subsidiary, Panacea Life Sciences, Inc., driven by strong female leadership, prides itself on the research, production, and distribution of the highest-quality nutraceutical, cannabinoid, mushroom, kratom, and other natural, plant-based products. Panacea operates from a sophisticated 51,000 square foot, cGMP- certified facility in Golden, Colorado, ensuring unparalleled quality standards.

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    The proposed divestment of SSH and Halucenex will not only furnish Melodiol with non-dilutive funding but also a strategic shareholding in Panacea. This creates an avenue for potential upside exposure to Panacea’s thriving US health products business.

    This agreement marks the initial phase of Melodiol’s strategic plan to unlock intrinsic portfolio value, extend its footprint in the US markets, and underline the superiority of its assets. The proposed transaction serves as an affirmation of Melodiol’s ability to divest itself of specific assets, thereby propelling growth and expediting the unlocking of shareholder value.

    Management commentary:

    Chief Executive Officer Mr William Lay said: “We are pleased to announce this Letter of Intent, which sets out the proposed terms of the potential transaction that would add significant value for both Melodiol and Panacea.

    “The provisional consideration terms reflect the significant upside potential of SSH and Halucenex, and the deal has been structured to allow both counterparties to leverage their respective strengths while sharing in the opportunity for future growth.

    “For Melodiol, the proposed transaction also provides the Company with a material non-dilutive cash consideration at an important juncture in its growth phase. It follows a consistent period of record revenue growth across our continuing operations, and presents the group with a strong strategic rationale to complete the transaction and deploy resources in pursuit of ongoing growth in top-line revenues and cash flow.”

    About Panacea

    Panacea has made strong operational progress recently, which provides Melodiol with confidence in the group’s ability to drive growth through SSH and Halucenex. This includes an ongoing research collaboration with Colorado State University’s Cannabinoid Research Center (CRC) to solve important industry issues and to better understand how cannabinoids work in the body, 100% increases in its contract manufacturing customer growth during Q1 CY2023, exclusive distribution agreements targeting the UK market and retail agreements with US retail groups.

    Panacea through its portfolio of trademarks, IP suite, and registrations (PANA HealthTM, PANA Beauty, PANA Sport, PANA Pet, & PANA Life) is able to operate in every segment of the cannabinoid product value chain. Due to Panacea’s products containing little to no THC, their products are able to be sold across the US and internationally, through a multi-faceted sales strategy tailored to the growing demand for alternative life science therapies. This strategy includes:

    • Global E-Commerce platform for fulfilling orders and shipping worldwide, where legally permitted.
    • Direct pharmacy placement.
    • Direct placement in retail stores, salons, spas, athletic facilities, etc.
    • Intelligent vending machines.
    • E-Commerce based systems and social media.

    The group’s recent developments highlight a number of opportunities to benefit SSH and Halucenex, while each division continues its operational trajectory.

    Transaction terms:

    Subject to due diligence being satisfied and the conditions set out below, Panacea would acquire SSH and Halucenex free and clear of all encumbrance for a purchase price totalling US$20m based upon and subject to meeting certain milestones applicable to meeting forecasted revenue associated with sales by SSH following closing of the transaction, based on the 1x the 12 month trailing audited net sales of SSH as publicly reported and is payable as follows:

    • US$2m cash payment, upon closing of the transaction. At the election of Melodiol the cash payment may be converted into common stock in Panacea (“Panacea Stock”) with a deemed issue price of the 20 day volume weighted average price (“VWAP”) from the election date prior to the closing of the transaction;
    • Estimated US$3m worth of Panacea Stock with an issue price per Panacea Stock equal to the 20 day VWAP ending on and including the closing date of the transaction; and
    • Subject to the following milestones (set out below) being met by SSH the Company will receive:

    o US$10,000,000 worth of Panacea Stock with an issue price per Panacea Stock equal to the 20 day VWAP ending on and including the date the Milestone is achieved, if during a 36 month period commencing the date after the closing date of the transaction (“Earn Out Period”) SSH’s revenues are a gross margin of at least 30% and net margin of at least 20% (“Qualified Sales”) equal or exceed US$10,000,000 per year for two consecutive fiscal years; or

    o US$10,000,000 worth of Panacea Stock with an issue price per Panacea Stock equal to the 20 day VWAP ending on and including the date the Milestone is achieved, if during the Earn Out Period the Qualified Sales are at least $15,000,000 per year in any of the first or second fiscal year; and

    o US$5,000,000 worth of Panacea Stock with an issue price per Panacea Stock equal to the 20 day VWAP ending on and including the date the Milestone is achieved, if during the Earn Out Period the Qualified Sales are at least US$20,000,000 in any fiscal year prior to expiration of the Earn Out Period.

    The cash component of the purchase price may, at the option of Melodiol, be converted into additional Shares in Panacea at the aforementioned VWAP price on the date of notice of exercise, prior to the closing date of the transaction.

    The closing of the transaction will be subject to customary conditions, including, without limitation:

    • Panacea’s satisfactory completion of due diligence of SSH and Halucenex;
    • receipt of applicable corporate approvals of the transaction by the board ofdirectors and shareholders, as applicable;
    • the execution of the definitive agreement and any ancillary agreements;
        • the receipt of any regulatory approvals and third-party consents;
        • financing (debt or equity) arrangements for Panacea’s $2m cash payment and projected cash flow deficits from the transaction, on terms satisfactory to Panacea;
        • certain key management personnel and employees entering into consultancy and restrictive covenant agreements with Panacea on terms agreed to with Panacea;
        • confirmation that SSH and Halucenex own their respective intellectual property or licenses and have all required approval for all business operations and ownership including legal and regulatory approvals, by all regulatory agencies; and
        • there being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise) or assets of SSH and Halucenex.

      Sydney based, EverBlu Capital Corporate Pty Ltd acted as corporate advisor to Melodiol on the transaction and will receive a fee of 7.5% of the transaction, in line with its Corporate Advisory and Transaction Mandates which have been previously announced to the market. Steinepreis and Paganin acted as legal counsel to Melodiol.

      Paradox Capital Partners, LLC acted as advisor to Panacea.

      Next steps

      Melodiol is working closely with Panacea management to assist the group’s due diligence process. Per the LOI, both parties have agreed that until such time as the LOI is terminated Panacea has the sole and exclusive right to consider the transaction and any investment in or transaction related to SSH and Halucenex or the respective business or assets.

      The LOI will automatically terminate upon the earlier of:

    • the execution of the definitive agreement;
    • Melodiol and Panacea mutually agree to terminate the LOI; or
    • 90 days following the execution of the LOI (executed today, 2 August 2023)Due diligence remains ongoing and should this be satisfied, both parties will enter into a definitive agreement for the sale.-Ends-

      Authority and Contact Details

      This announcement has been authorised for release by the Board of Directors of Melodiol Global Health Limited.

For further information, please contact:
Investor Enquiries
Melodiol Global Health Limited
E: [email protected] P: +61 (0) 497 571 532

About Melodiol
Melodiol Global Health Limited (ASX:ME1) brings the best of cannabis and other plant- based products to better the lives of people and animals. Melodiol strives for the highest quality in its products. It develops cannabis, hemp-derived and other plant based therapeutic, nutraceutical, and lifestyle products with wide consumer reach.
To learn more please visit: https://melodiolglobalhealth.com/ Melodiol offices:
Australia: Suite 5 CPC, 145 Stirling Hwy, Nedlands, WA, 6009
Canada: 59 Payzant Drive, Windsor, Nova Scotia, B0N 2TO and 50 Ivey Ln, Windsor, Nova Scotia, B0N 2TO

Panacea Life Sciences Holdings, Inc. Chief Scientific Officer, Dr. James Baumgartner, is Featured on The Stock Day Podcast

Phoenix, Arizona–(Newsfile Corp. – July 18, 2023) – The Stock Day Podcast welcomed Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“the Company”), a holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Chief Scientific Officer, James Baumgartner, PhD, joined Stock Day host Kevin Davis.

Davis began the interview by asking about the Company’s background and current projects. “Panacea Life Sciences is a health and wellness company,” said Dr. Baumgartner. “We started off as an industrial hemp cannabinoid company and what we’ve been doing is harnessing our manufacturing capabilities for soft gels, liquid fills, and topical lotions to make products that are going to benefit people’s everyday health,” he shared. “This ranges from cannabinoid medications and dietary supplements, as well as unique skin moisturizers.”

“Could you tell me more about your company’s expansion into the mushroom market?” asked Davis. “Functional mushrooms are extraordinarily fascinating,” said Dr. Baumgartner. “The mushroom market is divided into three segments: functional mushrooms, schedule one mushrooms, which contain psilocybin, and the Amanita Muscaria mushroom,” he explained. “We’ve been looking at each one of these spaces in terms of developing new products to help people with specific conditions or needs.”

“How do mushrooms serve as dietary supplements?” asked Davis. “One of the active compounds in mushrooms is called beta-glucan,” said Dr. Baumgartner, before elaborating on different types of mushrooms and their applications, which can include improved memory, immune function, gut health, and exercise performance and endurance.

“Could you elaborate on the Amanita Muscaria mushroom?” asked Davis. “This is the mushroom that is seen all over the place,” said Dr. Baumgartner, adding that it can be easily identified by its red color and white dots. “This mushroom has intoxicating properties,” he said, noting that the mushroom has been used historically for visions and healing properties. “The active component that produces a euphoric feeling and intoxication is called muscimol,” said Dr. Baumgartner. “At smaller doses, this is a great sleep inducer and at larger doses it will create a euphoric high.”

“We also think this compound may help to improve anxiety and could be useful for those experiencing mild forms of PTSD and depression,” continued Dr. Baumgartner. “Those are things that we are taking a look at in terms of developing things into meaningful products.”

“How is Panacea working to develop these new sources for dietary supplements?” asked Davis. “We have a collaboration with Colorado State University to develop analytical methods to measure the active components of each one of these mushroom species,” said Dr. Baumgartner, adding that this process also allows the company to identify high levels of heavy metals in the mushrooms. “By developing these methods with CSU, we can enter dietary supplement clinical trials.”

 

“The second thing that we are doing is blending different natural ingredients together to create a better product,” shared Dr. Baumgartner, adding that the Company is working with performance and endurance enhancing compounds and blending them with ingredients like ginseng to further improve athletic performance.

To close the interview, Dr. Baumgartner encouraged listeners and shareholders to keep up-to-date on the Company’s current and upcoming projects as they continue to expand their portfolio of cannabinoid and mushroom-based products in the health and wellness industry.

To hear the entire interview with Dr. James Baumgartner, follow the link to the podcast here: https://audioboom.com/posts/8336605-panacea-life-sciences-holdings-inc-chief-scientific-officer-dr-james-baumgartner-is-featured.

Investors Hangout is a proud sponsor of “Stock Day,” and Stock Day Media encourages listeners to visit the company’s message board at https://investorshangout.com/.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) is a holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado. If you would like more information, please visit www.panacealife.com.

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:
Nick Cavarra
[email protected]
800-985-0515

About The “Stock Day” Podcast

Founded in 2013, Stock Day is the fastest growing media outlet for Nano-Cap and Micro-Cap companies. It educates investors while simultaneously working with penny stock and OTC companies, providing transparency and clarification of under-valued, under-sold Micro-Cap stocks of the market. Stock Day provides companies with customized solutions to their news distribution in both national and international media outlets. The Stock Day Podcast is the number one radio show of its kind in America.

 

SOURCE:
Stock Day Media
StockDayMedia.Com
(602) 821-1102

Panacea Life Sciences Holdings, Inc. Enters Into Agreement to Natural Health and Wellness Chain of Retail Locations in Tampa, Florida

GOLDEN, Colo., July 10, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has entered into agreements to acquire eight retail locations in the Tampa, Florida area, offering Kava, Kratom, VAPE and CBD products and beverages operating as Nitro Kava & Kratom, including inventory, equipment and recipes, distribution facilities and a warehouse located in Largo, Florida, generating $2.9 million of annual revenues (unaudited) for the fiscal year ended December 31, 2022.

The purchase price for the acquisition consists of no cash and the agreement to issue approximately 85,000 shares of a new class of convertible preferred stock, which is convertible into approximately 8.5 million shares of common stock to the seller. The seller will be subject restrictions on transfer of such shares and a lockup for a two year period.

Panacea plans to operate and further develop an expanding Florida chain of natural health and wellness retail stores serving high quality plant-based products such as Kava and Kratom and plans to introduce new mushroom products and Kratom Energy drinks.

The long-term objective is for Panacea to own and or operate hundreds of stores that offer Kava Kratom, CBD, mushroom and vape products.

“We are excited to finalize the acquisition of a popular retail chain and innovative distribution business as PLSH expands its footprint into the natural plant-based market segment. We believe there is a massive shift in the minds of consumers away from pharmaceutical lab-driven products toward using natural products as functional remedies to treat and heal the human body. PLSH is well positioned and on the forefront of this movement, said Leslie Buttorff, CEO. “With this acquisition we are able to capture a high value business in the natural beverage retail and wholesale market that includes brand licensing and franchising development for all of our product segments.”

Closing of the acquisition is subject to satisfaction of customary terms and conditions for a transaction of this kind, including delivery by sellers of audited financial statements for the prior two completed fiscal years for the acquisition.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado. If you would like more information, please visit www.panacealife.com

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:

[email protected]

800-985-0515

Panacea’s Cannabinoid Research Center at Colorado State University makes revolutionary progress in year one

Panacea Life Sciences’ Cannabinoid Research Center (CRC) at Colorado State University (CSU) celebrates its first year of operation this month. With a mission of performing research to solve important industry issues and to better understand how cannabinoids work in the body, the center has made remarkable progress in its inaugural year. The CRC, established through collaboration between CSU and Panacea Life Sciences, consists of analytical chemistry and preparative chemistry technologies crucial for detection and purification of cannabinoids. Using these technologies, the CRC is able to remove common contaminants from hemp products, purify low concentration cannabinoids, and to support clinical studies.

The Center’s activities are coordinated by Boettcher Investigator Professor Melissa Reynolds with operations led by Jamie Cuchiaro, a Ph.D. candidate who will matriculate next month! A year ago, the CRC was a concept consisting of a new laboratory in the Colorado State University’s College of Natural Sciences and equipment still packed into crates. Over the last 12 months the laboratory has been extremely productive through initial analytical research and supporting numerous clinical studies in both dogs and humans.

 

Solving Industry Issues

Cannabis sativa L., or industrial hemp, is a cannabis plant strain specifically bred to contain low concentrations of tetrahydrocannabinol (THC) — less than 0.3%. THC is the psychogenic cannabinoid that causes the high associated with marijuana use. Due to its low propensity for inebriation and large economic impact to farmers and the health and wellness industries, industrial hemp was only recently legalized in the 2018 Farm Bill. The hemp plant is a hyperaccumulator, meaning trace elements in the soil in which the plant is grown, such as heavy metals, pesticides, and others, are readily absorbed in the plant, potentially contaminating hemp oil and rendering the material unusable. Pesticide contamination is a common issue with hemp growers. Although growers may use organic farming practices, a neighboring corn field sprayed with pesticides using a crop duster may drift the pesticide over the hemp field and be enough to result in substantial pesticide contamination. Using analytical techniques, graduate student, Jamie Cuchiaro has developed a method for complete removal of commonly used pesticides to remediate contaminated hemp oil to produce a safe and usable hemp product. This work has been submitted for publication to the Journal of Cannabis Research in August of this year.

 

Sustainability and Access to Minor Cannabinoids

The Cannabis plant has an incredibly rich chemical profile containing over 500 unique chemicals identified and over 120 cannabinoids. Of the cannabinoids, the best known due to their elevated expression in the plant, are CBD and THC. CBD, a non-psychogenic cannabinoid, is becoming commonly used by the health and wellness industry primarily as an anti-inflammatory. Each of the other 118 cannabinoids are anticipated to have unique and beneficial health benefits. The issue is determining how to obtain sufficient quantities and purity of the low concentration (minor) cannabinoids as they are present at less than 1% in hemp extracts.

One solution to obtaining sufficient quantities of minor cannabinoids has been developed in a collaboration between Panacea Life Sciences and the CRC. The process of distilling crude hemp oil into CBD distillates creates a byproduct mixture of fats, waxes, starches, and other components of the hemp plant that has the consistency and appearance of road tar. Typically, this material is thrown away to enter the waste stream. As a member of Colorado’s Environmental Leadership Program, Panacea wanted to find another use of this distillate byproduct by repurposing the material. In closer examination of the byproduct, the CRC determined that there are substantial minor cannabinoids such as cannabidivarin (CBDV), Cannabichromene (CBC), Cannabicyclol (CBL), and Cannabielsoin (CBE). The technology in the center will allow the group to further study these cannabinoids to better understand how these rare cannabinoids function in the body. This application of the CRC technology not only allows for access to these low abundance cannabinoids but also provides a solution to assist Panacea in attaining its sustainability goals by decreasing waste streams.

 

Supporting Clinical Trials

Two of the most common questions facing the industrial hemp industry are, what health benefits are provided by cannabinoids, and what concentrations/doses are needed to see health improvements? Although almost all CBD companies claim that CBD heals everything from Alzheimer’s to yeast infections, there is no guidance on dosing or really any concrete evidence that CBD does in fact help improve specific health conditions. Additionally, such companies also do not assert the measurement of how much CBD gets into the body to produce the stated effect. In order for a dietary supplement or drug to have effect in the body, a specific amount needs to be absorbed into the body. Cannabinoids, when taken orally, have very low bioavailability, meaning that less than 10% of the consumed dose will be absorbed into the body. Furthermore, the variability in bioavailability from one person to another can depend on whether cannabinoids are better absorbed when taken with or without food, individual genetics, and the dose form of the cannabinoid (edible, softgel, tablet, vape, liquid tincture, etc.). Taken together, this creates a confusing situation where cannabinoids such as CBD may work for some people and not others.

To gain further insight on cannabinoid activity, Panacea and the CRC are collaborating to launch specific clinical trials in several areas. Each study is supported by determination of the level of cannabinoids in the blood stream which will greatly improve the understanding of how cannabinoids as dietary supplements may provide health benefits. The first two studies have launched this year (2022):

  1. In collaboration with Dr. Stephanie McGrath and Dr. Julie Moreno, to examine CBD effects in a translational model of Alzheimer’s disease. In this study, performed in aged dogs that have cognitive impairment very similar to human AD, not only will CBD be evaluated for ability to slow disease progression, but will be one of the first studies to correlate how much consumed CBD enters the brain.
  2. In collaboration with Dr. Larry Good, a practicing gastroenterologist in New York, Panacea and the CRC have launched an open label study evaluating CBD and CBG for effects on irritable bowel syndrome, a condition affecting over 30 million American with no proven treatment.

The studies with doctors McGrath, Moreno, and Good, illustrate additional progress of the CRC to serve as a foundation for collaboration both within CSU as well as with other physicians and institutions. Additional collaborations in progress include that of Dr. Hollis Karoly (CSU) to explore CBD effects on anxiety and to support Dr. Karoly’s work on alcohol addiction, as well as with Camille Hoffman-Shuler at CU Anschutz to study the ability of cannabinoids to improve chronic pelvic pain and vulvodynia, a large unmet medical need in women’s health.

 

Looking Ahead

The CRC is actively working on expanding collaborations to progress research on various cannabinoids with a focus on improving health and addressing unmet medical needs. Collaborations to evaluate cannabinoids’ effects on various conditions, including exercise performance and recovery, gout, and even Post Traumatic Stress Disorder (PTSD), are underway. Panacea and the CRC also plan to work on improving methods for detecting cannabinoids as well as launching clinical studies for gout, eczema, rosacea, and acne, among others.

 

The progress made in the past year by the CRC has been tremendous and the future is extremely bright. With continued teamwork and direct studies, the CRC is poised to make even more revolutionary contributions to understanding how cannabinoids influence health and refining which conditions and doses are required for positive effects. Progress of the CRC will be posted as publications are submitted or clinical studies are completed on both the Colorado State University Panacea Life Sciences Cannabinoid Research Center webpage and at panacealife.com.

 

For any questions or comments, please reach out to [email protected].

Seed to Sale CBD Company Panacea Life Sciences, Inc. (PLSH) Announces Participation at White Label World Expo in Las Vegas

Company to showcase its proprietary vegan softgel manufacturing capabilities.

GOLDEN, CO / ACCESSWIRE / May 24, 2022 / Panacea Life Sciences Holdings, Inc. (OTCQB:PLSH) a Colorado, USA-based cannabinoid research and certified GMP manufacturing company, today announced that it will be attending the White Label World Expo in Las Vegas at the Convention Center from May 25-26, 2022. Panacea will be showcasing its broad capabilities live during the Expo at Booth #5038.

Panacea Life Sciences will be highlighting its newly acquired, proprietary vegan softgel capabilities as well as the launch of a new pet treat line. While Panacea’s main focus is CBD manufacturing, the Company has the expertise and capabilities to perform contract manufacturing for the entire health and wellness industry for humans and companion animals, including cannabinoid products, nutraceuticals, and other high-end dietary supplements.

With specialties in softgel manufacturing, Panacea has the ability to produce 1.5M softgels per day and can also produce 10,000 liquid fills per day. The Company provides full-range services from R&D and custom formulation to manufacturing and fulfillment from its 51,000 square foot facility located in Golden, Colorado.

The White Label World Expo is billed as the premiere destination for thousands of global leaders, entrepreneurs, online sellers, retailers and distributors to come together with businesses, e-commerce providers and startup owners. Panacea Life Sciences is all ready to go and will be at booth #5038 on May 25th & May 26th from 10 am-5 pm.

More details about the show can be found at whitelabelexpo.com.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. is a seed to sale cannabinoid manufacturer and research company that produces purposeful, natural medicine for consumers and pets. Panacea sells softgels, gummies, tinctures, sublingual tablets, cosmetics, and other topicals. If you would like more information about this topic or to learn more about Panacea and its products or our land-to-brand practices, please visit www.panacealife.com.

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 regarding the effectiveness of CBD and other cannabinoids improving the lives of people and pets. You can identify forward-looking statements by use of the words “may,” “will,” “should,” “plans,” “explores,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intends,” and similar expressions. 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 on our ability to obtain raw materials as well as similar problems with our vendors, the impact of the pandemic including new variants on the national and global economy, the impact on the Russian invasion of Ukraine on the global economy, lack of available funding at sufficient levels to meet our working capital needs, competition from third parties; intellectual property rights of third parties; regulatory constraints, including the need for FDA approval under certain circumstances; and changes in technology and methods of marketing; 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, 2021 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

Nick Cavarra
[email protected]

SOURCE: Panacea Life Sciences, Inc

Panacea Life Sciences Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2022

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission File Number: 001-38190

 

Panacea Life Sciences Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   27-1085858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

5910 S University BlvdC18-193Greenwood VillageCO 80121

(Address of principal executive offices, Zip Code)

 

800985-0515

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller reporting company 
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. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 14,965,317 shares of common stock, par value $0.0001 per share, outstanding as May 2, 2022.

 

All share and per share numbers have been retroactively adjusted to give effect to a 1-for-28 reverse stock split effective October 25, 2021

 

 

 

 

 

TABLE OF CONTENTS

 

Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 31
Item 4. Controls and Procedures 31
PART II – OTHER INFORMATION
Item 1. Legal Proceedings 32
Item 1A. Risk Factors 32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32
Item 3. Defaults Upon Senior Securities 32
Item 4. Mine Safety Disclosures 32
Item 5. Other Information 32
Item 6. Exhibits 33
Signatures 34

 

 

2

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements.

 

Panacea Life Sciences Holdings, Inc. and Subsidiary

Consolidated Balance Sheets

 

March 31, 2022 December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 55,997 $ 19,774
Accounts receivable, net 162,618 244,496
Other receivables, related party 500,000 500,000
Inventory 4,324,787 4,264,277
Marketable securities related party 2,846,679 3,791,483
Prepaid expenses and other current assets 233,613 278,328
TOTAL CURRENT ASSETS 8,123,694 9,098,358
Operating lease right-of-use asset, net, related party 3,507,887 3,595,100
Property and equipment, net 8,543,360 8,839,982
Intangible assets, net 46,051 61,401
Goodwill 2,188,810 2,188,810
TOTAL ASSETS $ 22,409,802 $ 23,783,651
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 2,151,199 $ 1,685,825
Operating lease liability, current portion, related party 1,740,594 1,624,090
Note payable-current, related party 6,923,857 6,441,866
Convertible note payable, net 642,638 220,005
Paycheck protection loan, SBA Loan 99,100 99,100
TOTAL CURRENT LIABILITIES: 11,557,388 10,070,886
Operating lease liability, long-term portion, related party 3,258,312 3,347,335
Other long-term liabilities, related party 3,413,309 3,263,028
TOTAL LIABILITIES 18,229,009 16,681,249
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Series A Preferred Stock: $0.0001 Par Value, 1,000 shares designated; 0 and 350 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively.
Series B-1 Preferred: $0.0001 Par Value, 32,000,000 shares designated; 1,500,000 and 1,500,000 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 150 150
Series B-2 Preferred: $0.0001 Par Value, 6,000,000 shares designated; 6,000,000 and 6,000,000 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 600 600
Series C Preferred: $0.0001 Par Value, 1,000,000 shares designated; 1,000,000 and 1,000,000 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 100 100
Series C-1 Preferred: $0.0001 Par Value, 10,000 shares designated; 10,000 and 10,000 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 1 1
Series C-2 Preferred: $0.0001 Par Value, 10,000 shares designated; 10,000 and 10,000 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 1 1
Series D Preferred: $0.0001 Par Value, 10,000 shares designated; 10,000 and 10,000 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 1 1
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 14,762,342 and 14,073,708 shares issued and outstanding on March 31, 2022 and December 31, 2021 respectively. 1,476 1,407
Additional paid in capital 23,725,724 23,865,155
Accumulated deficit (19,547,259 ) (16,765,013 )
TOTAL STOCKHOLDERS’ EQUITY 4,180,794 7,102,402
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 22,409,802 $ 23,783,651

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

 

 

Panacea Life Sciences Holdings, Inc. and Subsidiary

Consolidated Statements of Operations

 

Three Months Ended March 31,
2022 2021
REVENUE $ 466,474 $ 512,138
COST OF SALES 366,091 329,837
GROSS PROFIT 100,383 182,301
OPERATING EXPENSES
Operating expenses 1,287,817 987,935
General and administrative expenses 460,550 286,042
TOTAL OPERATING EXPENSES 1,748,367 1,273,977
LOSS FROM OPERATIONS (1,647,984 ) (1,091,674 )
OTHER INCOME (EXPENSES)
Interest expense (501,295 ) (322,563 )
Unrealized gain (loss) on marketable securities, net (944,804 ) 1,413,749
Employer retention credit 253,791
Rental Income 58,046 95,601
Gain on extinguishment of debt 275,539
TOTAL OTHER INCOME (EXPENSE) (1,134,262 ) 1,462,326
INCOME (LOSS) BEFORE INCOME TAXES (2,782,246 ) 370,650
TAXES
NET INCOME (LOSS) $ (2,782,246 ) $ 370,650
Per-share data
Basic net income (loss) per share $ (0.19 ) $ 0.02
Diluted net income (loss) per share $ (0.19 ) $ 0.02
Weighted average number of common shares outstanding (Basic) 14,762,342 16,915,706
Weighted average number of common shares outstanding (Diluted) 14,762,342 21,897,959

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

 

 

Panacea Life Sciences Holdings, Inc. and Subsidiary

Consolidated Statements of Stockholders’ Equity

 

Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholder’s
Shares Amount Shares Amount Capital Deficit Equity
Balance as of December 31, 2021 8,530,350 $ 853 14,073,708 $ 1,407 $ 23,865,155 $ (16,765,013 ) $ 7,102,402
Issuance of shares in respect of the merger 679,694 68 (68 )
Issuance of common stock for services 8,940 1 19,999 20,000
Conversion of Series A Preferred Stock to convertible debt and warrants (350 ) (159,362 ) (159,362 )
Net Income (Loss) (2,782,246 ) (2,782,246 )
Balance as of March 31, 2022 8,530,000 $ 853 14,762,342 $ 1,476 $ 23,725,724 $ (19,547,259 ) $ 4,180,794
Balance as of December 31, 2020 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,982,614 ) $ 6,708,299
Net Income 370,650 370,650
Balance as of March 31, 2021 1,020,000 $ 102 16,915,706 $ 1,692 $ 18,689,119 $ (11,611,964 ) $ 7,078,949

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

5

 

 

Panacea Life Sciences Holdings, Inc. and Subsidiary

Consolidated Statements of Cash Flows

 

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For the months ended March 31,
2022 2021
Cash flows from operating activities
Net loss $ (2,782,246 ) $ 370,650
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation 408,690 427,522
Unrealized gain on marketable securities 944,804 (1,413,749 )
Amortization of intangible assets 15,350 15,350
Amortization of debt discount and non-cash interest expense 263,271
Gain on forgiveness of payroll protection loan (273,300 )
Changes in operating assets and liabilities