PANACEA LIFE SCIENCES HOLDINGS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 3, 2022, Panacea Life Sciences Holdings, Inc. (the "Company") entered into a Share Exchange Agreement with an institutional investor (the "Investor") pursuant to which the Investor exchanged 350 shares of the Company's Series A Preferred Stock, par value $0.0001, for a Senior Convertible Note dated March 3, 2022 in the principal amount of $385,000, as amended (the "Note").

The parties have agreed that the Company will repay the Note in full pursuant to the terms of a Note Payoff Agreement dated February 9, 2023, under which the Company shall pay to Investor (i) $135,000 on February 13, 2023; (ii) $100,000 on or before June 30, 2023, and (iii) shall convert 540,000 shares of the Company's Common Stock at a fixed conversion price of $0.25 per share.

The payment made on February 13, 2023 was funded under the Company's line of credit with its Chief Executive Officer.

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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