Replies to post #1506 on Panacea Life Sciences Holdings Inc (PLSH)

[ElCollector]

Yup you can draw a straight line thru the 3 month chart...interesting agreement below after the close at $1.40/share at least Leslie is not pricing below current levels and giving the company away...

https://docoh.com/filing/1552189/0001493152-22-006060/PLSH-8K

On March 3, 2022, Panacea Life Sciences Holdings, Inc. (the “Company”) entered into an Exchange Agreement (the “Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to issue a 10% original issue discount senior convertible promissory note in the principal amount of $385,000 (the “Note”) and five-year warrants to purchase 275.000 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $1.40 per share (the “Warrants”) in exchange for 350 shares of the Company’s 0% Series A Convertible Preferred Stock (“Series A”). The Agreement was entered into after the Investor exercised the most favored nation rights contained in Section 7(b) of the Company’s Certificate of Designation of Preferences, Rights and Limitations of the Series A in connection with the consummation of a private placement with an institutional investor (the “Purchaser”) on November 18, 2021.

The Note will be due March 3, 2023, which is one year from the issuance date. The Note initially does not bear any interest, however upon and during any event of default by the Company, the Note will accrue interest at a rate of 18% per annum. Events of default include suspension of trading or quotation of the Company’s common stock on the OTCQB or a national securities exchange, and failure to reserve a sufficient number of shares for the conversion or exercise of all securities issued pursuant to the Agreement. Further, upon an event of default, the holder will have the right to cause the Company to redeem the outstanding principal and accrued interest on the Note at a 125% premium.

The principal and accrued interest on the Note is convertible into common stock at a conversion price of $1.40 per share, subject to certain adjustments summarized as follows: (i) if an event of default has occurred prior to the maturity date, a reduction to 80% of the conversion price then in effect, (iii) anti-dilution adjustment upon certain issuances of common stock or derivative securities at a price per share that is lower than the conversion price, (iii) customary adjustments for stock splits, stock dividends and similar corporate events, and (iv) adjustment upon a public offering by the Company meeting certain delineated criteria, as summarized below.

Under the terms of the Note, upon a public offering by the Company of common stock, either alone or in units or with other securities pursuant to an effective registration statement resulting in gross proceeds to the Company of at least $10,000,000, and in connection with which the common stock is approved for listing listed on a national securities exchange (a “Qualified Offering”), the conversion price will be reduced to 90% of the offering price per share in the Qualified Offering, if that price is lower than the conversion price then in effect. Additionally, immediately prior to a Qualified Offering, the Company may redeem all or part of the outstanding principal and accrued interest on the Note at a 115% premium.

The Note also contains customary negative covenants prohibiting the Company from certain actions while the Note remains outstanding.

The Warrants will be exercisable for a five-year term beginning on May 18, 2022, at an exercise price of $1.40 per share, subject to certain adjustments which are substantially similar to those contained in the Note, including the Qualified Offering adjustment.

Each of the Note and the Warrants contain a 4.99% beneficial ownership limitation pursuant to which neither may be converted or exercised, as applicable, if and to the extent that following such conversion or exercise the holder would beneficially own more than 4.99% of the Company’s outstanding common stock, subject to increase to 9.99% upon 61 days’ prior written notice by the holder.

[nealhugh]

consider this: PBIO
Here's The Press Release For The Video In Ming's Last Post

Emerging Technology Insider Releases a New TechTalks Video Interview Featuring Richard T. Schumacher, CEO and Founder of Pressure BioSciences, Inc.
9:25 am ET March 10, 2022 (Accesswire)Print
Discussions Centered on the Expanding Partnership Between Pressure BioSciences & The Ohio State University, the Food Industry Consortium, and the Exciting Market Potential for the Ultra Shear Technology Platform

DENVER, CO / ACCESSWIRE / March 10, 2022 / Emerging Technology Insider today announced a new TechTalks video featuring an interview with Richard T. Schumacher, CEO and Founder of Pressure BioSciences, Inc. (OTCQB:PBIO).

Pressure BioSciences is a leader in the development and sale of broadly enabling, pressure-based instruments, consumables, and innovative services to multiple worldwide industries, such as food and beverage, biotherapeutics, nutraceuticals, cosmetics, and personal wellness.

The TechTalks video is viewable at www.EmergingTechnologyInsider.com. It can also be accessed through the following link: TechTalks Video.

In the TechTalks video, Mr. Schumacher provides his insight into the recent Ohio State press release regarding Pressure BioSciences' soon to be commercially released Ultra Shear TechnologyT (USTT). This innovative, patented processing system, called the BaroShear UST MAX, was recently installed and commissioned in the Advanced Food Processing Technology Pilot Plant of the College of Food, Agricultural, and Environmental Sciences at Ohio State.

In the TechTalks video, Mr. Schumacher discussed in detail many of the accomplishments expected to result from the previously announced formation of the Food Industry Consortium, co-led by Pressure BioSciences and Ohio State.

The press release indicated that the Consortium's mission was to help companies manufacture higher quality, longer shelf-life, and safer liquid foods and beverages. The Consortium is open to food companies worldwide.

The Ohio State press release also indicated that utilizing Pressure BioSciences' proprietary UST platform, liquid food and beverage producers will be able to reduce and perhaps even eliminate the need for chemical additives and damaging heat that is utilized in current processing methods, thus enabling the production of healthier, more nutritious products with greater appeal to modern consumers.

The press release also announced that Pressure BioSciences and Ohio State intend to initiate an aggressive outreach program in the Spring 2022 and expect to welcome a global group of preeminent food and beverage companies as Consortium members.

Consortium members will help direct Ohio State's and Pressure BioSciences' efforts across a universe of liquid food and beverage products, with emphasis on microbiology, stability, nutrition, sensory qualities, and increased bioavailability.

In the press release, Ohio State stated that the applications of Pressure BioSciences' Ultra Shear Technology extend into nutraceutical products, including infused water, functional sports beverages, and other health-focused products of high interest to consumers and producers.

The Ohio State press release is viewable here.

About Pressure BioSciences, Inc.

Pressure BioSciences, Inc. is a leader in the development and sale of innovative, broadly enabling, pressure-based solutions for the worldwide life sciences and other industries.

Pressure BioSciences products are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology, or PCT) hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to control bio-molecular interactions safely and reproducibly (e.g., cell lysis, biomolecule extraction).

Pressure BioSciences' primary focus is the development of PCT-based products for biomarker and target discovery, drug design and development, biotherapeutics characterization and quality control, soil & plant biology, forensics, and counter-bioterror applications.

[nealhugh]

.4699----------------- lovely