Panacea Life Sciences Holdings, Inc. (OTCPK:PLSH) agreed to acquire Nitro Kava & Kratom from Gary Wilder, Lizard Juice, LLC, N7 Enterprises, Inc. and New Age Distribution Corp on June 30, 2023. 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 Nitro Kava & Kratom. The acquisition includes 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. Nitro Kava & Kratom generated $2.9 million of annual revenues (unaudited) for the fiscal year ended December 31, 2022.

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. The transaction is subject to N7 Enterprises shareholders.

Panacea Life Sciences Holdings, Inc. (OTCPK:PLSH) completed the acquisition of Nitro Kava & Kratom from Gary Wilder, Lizard Juice, LLC, N7 Enterprises, Inc. and New Age Distribution Corp for $7.8 million on September 30, 2023. On closing, Panacea Life Sciences issued 78,530 shares of the Series N-7 Preferred Stock, having a stated value of $100 per share, are convertible into Common Stock at holder?s option after 180 days from issuance at a rate of 100 shares of Common Stock for each share of Series N-7 Preferred Stock converted.