Item 8.01. Other Events.

On January 23, 2023, Panacea Life Sciences Holdings, Inc. (the "Company," "Panacea," "we," or "our") and N7 Enterprises, Inc. ("N7 Enterprises"), issued a joint press release (the "Press Release") announcing that on January 19, 2023, the Company and N7 Enterprises entered into a non-binding (other than as set forth therein) letter of intent (the "Letter of Intent") that sets terms and conditions for the proposed acquisition of N7 Enterprises by Panacea. Subject to the terms and conditions set forth in the Letter of Intent, a newly formed subsidiary of Panacea would merge with and into N7 Enterprises (the "Merger") and N7 Enterprises would become our wholly owned subsidiary.

Pursuant to the Letter of Intent, the Company and N7 Enterprises agreed to negotiate and enter into a definite merger and share exchange purchase agreement (the "Definitive Agreement") to effect the acquisition of N7 Enterprises through the Merger. Under the Letter of Intent, and subject to the negotiation of the Definitive Agreement, at the time of the Merger we would issue to N7 Enterprises' stockholders 22.2 million shares of Panacea common stock. The Letter of Intent is binding only as pertaining to confidentiality for all parties and exclusivity for N7 Enterprises.

The closing of the Merger will be subject to the satisfaction or waiver of customary conditions to closing, as shall be set forth in the Definitive Agreement, including satisfactory completion of the Company's due diligence review and the approval of the Company's board of directors. Subject to the satisfaction of the foregoing conditions, the Merger may close on or around February 28, 2023. There can be no assurance that the Company and N7 Enterprises will enter into a Definitive Agreement, or that the Merger will be consummated.

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.





Exhibit Number   Description
    99.1*          Press Release dated January 23, 2023
     104         Cover Page Interactive Data File (formatted as Inline XBRL and
                 contained in Exhibit 101).

* Filed herewith.

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