CBD company Panacea Life Sciences, Inc. is going public through a reverse merger with Exactus, Inc. (OTCQB:EXDI), a supplier of hemp-derived ingredients.
The Florida-based Exactus agreed to acquire Panacea by issuing 1 million shares of its Series C convertible preferred stock, 1,000 shares of Series C-1 convertible preferred stock, 1,000 shares of Series D convertible preferred stock and 473,639,756 shares of common stock.
Once the merger closes, Exactus will change its name to Panacea Life Sciences Holdings, Inc. In addition, a 1:28 reverse stock split, authorized by the company, is pending regulatory approval.
Under the terms of the agreement, 22nd Century Group, Inc (NYSE:XXII), a plant biotechnology company focused on tobacco and cannabis plant research that had invested $14 million in Panacea in 2019, obtained an 11.6% stake in Exactus by exchanging its Panacea preferred stock.
Paradox Capital Partners, LLC agreed to serve as an advisor for the transaction.
The company also said that Larry Wert, executive chairman and media executive of Exactus, will remain on the board of directors but resign as chairman. Following the closing, Andrew Johnson agreed to assist with investor relationships at the newly combined company after resigning as an officer of Exactus.
Why It Matters
Exactus, based in Delray Beach, has been focusing on “restructuring and properly positioning the company to execute a strategic acquisition” over the recent period, Wert explained. “We are pleased to provide our loyal shareholders this opportunity to continue in the CBD arena.”
Panacea Life Sciences manufactures trace THC, hemp-derived CBD products for consumers and pets, including soft gels, gummies, tinctures, sublingual tablets, cosmetics and other topicals.
Founded by Leslie Buttorff in 2017, the women-owned company operates a Golden, Colorado-based 51,000 square foot cGMP certified facility as well as PANA Botanical Farms in western Colorado.
“Our focus on quality and traceability are the hallmarks of Panacea’s seed-to-sale strategy,” Buttorff said Thursday. “From our state-of-the-art CO2 extraction, chromatography equipment, and product manufacturing lines, we can produce as much product as we need to meet our sales goals for the foreseeable future.”