As filed with the Securities and Exchange Commission on _________________, 2022February 7, 2023

No. 333-____________333-269172

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

(Amendment No. 1)

UNDER

THE SECURITIES ACT OF 1933

Cannabis Sativa, Inc.

(Exact name of registrant as specified in its charter)

450 Hillside Dr. #A224

Mesquite, Nevada  89027

Tel: (702) 762-3123

(Address, including zip code, and telephone Number, including area code, of principal executive offices)

Cathy Carroll

450 Hillside Dr. #A224

Mesquite, Nevada  89027

Tel: (702) 762-3123

(Name, address, including zip code, and telephone number, including area code, of agent for service) 

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement of Merger and Plan of Reorganization described in the included proxy statement/prospectus have been satisfied or waived.

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If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary joint proxy statement/prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED __________________ _, 2022February 10, 2023

Dear Cannabis Sativa, Inc. ("CS”) and MJ Harvest, Inc. ("MJ") Stockholders:

On behalf of the boards of directors and management teams of CS and MJ, we are pleased to enclose the joint proxy statement/prospectus relating to the reverse triangular merger of CS with MJ (the "Merger"). Upon completion of the Merger, MJ will be a wholly owned subsidiary of CS and CS will be the parent corporation. We believe this Merger will create a strong company that will deliver important benefits to our stockholders.

If the Merger is completed, MJ stockholders will become stockholders of CS and will receive shares of CS common stock in exchange for their existing shares of MJ common stock as provided for in the Amended and Restated Agreement of Merger and Plan of Reorganization, dated as of _______February 4, 2023 (the "Merger Agreement"), by and between CS and MJ. Pursuant to the Merger Agreement, each share of MJ's common stock (other than shares held by dissenting stockholders or CS or its subsidiaries) will be converted into 2.72.66 shares of CS common stock.   

CS stockholders will continue to own their existing CS shares. Based on the number of shares of common stock of CS outstanding on ____________ _, 2022,February 1, 2023, if the Merger is completed, CS stockholders immediately prior tofollowing the Merger will own approximately 28% of CS, and former MJ stockholders will own approximately 72% of CS. CS will own 100% of MJ. CS's common stock is listed on the OTCQB, under the symbol "CBDS". MJ will become a private company and wholly owned subsidiary of CS.

 In connection with the Merger, MJ is holding a virtual special meeting of their stockholders. The place, date and time ofstockholders conducted solely online. You will be able to attend the special meeting is as follows:online by logging in at https://www.colonialstock.com/MJHarvest2023 and then clicking on the document entitled “Virtual Meeting Instructions” which includes additional instructions necessary to access the meeting room.  To access the special meeting, you will need your unique 12-digit control number included in the instructions that accompany your proxy materials. 

 At the virtual special meeting, MJ stockholders will be asked to vote on the approval of the Merger Agreement and the Merger. 

 Before voting, you should carefully review all the information contained in the attached joint proxy statement/prospectus. For a discussion of risk factors that you should consider in evaluating the Merger, see "Risk Factors" beginning on page _ ___ .22. 

 Your vote is very important.    Whether or not you expect to attend the virtual special meeting, the details of which are described on the following pages, please complete, sign, date and promptly return the accompanying proxy card in the enclosed envelope or submit your vote by telephone or over the Internet if that option is available to you. We support the Merger of CS and MJ and join with the CS and MJ boards of directors in recommending that you vote "FOR" the proposals related to the Merger. 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger described in this joint proxy statement/prospectus, or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 

This joint proxy statement/prospectus is dated [    •     ], 2022,February 10, 2023, and is first being mailed to the
stockholders of CS and MJ on or about [    •     ], 2022.February 21, 2023.

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NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF
MJ HARVEST, INC.
TO BE HELD ON_____________________ , 2022 APRIL 5, 2023

To the Stockholders of MJ Harvest, Inc. ("MJ"):

We will hold a virtual special meeting of the stockholders of MJ on _ ________ ____, 2022April 5, 2023, at ______2:00 p.m., MountainPacific Daylight Time,Time.  You will be able to attend the special meeting online by logging in at __________________________________________________ ,https://www.colonialstock.com/MJHarvest2023 and then clicking on the document entitled “Virtual Meeting Instructions” which includes additional instructions necessary to access the meeting room.  To access the special meeting, you will need your unique 12-digit control number included in the instructions that accompany your proxy materials.  The virtual special meeting is being held to consider and vote upon the following matters: 

·a proposal to approve the Amended and Restated Agreement of Merger and Plan of Reorganization, dated as of _ _______February 4, 2023 (the "Merger Agreement"), by and among MJ and Cannabis Sativa, Inc. ("CS"), and the CS merger subsidiary (the "Merger") contemplated by the Merger Agreement. MJ will merge with athe CS merger subsidiary. CS will become the parent corporation to MJ and MJ will become a wholly owned subsidiary of CS;  

·a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposal; and 

·such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting. 

Only holders of record of MJ common stock at the close of business on ___________ , 2022,February 15, 2023, the record date for the special meeting, are entitled to receive this notice and to vote their shares at the special meeting or any adjournment or postponement of the special meeting. 

We cannot complete the Merger described in this joint proxy statement/prospectus unless, assuming a quorum is present, a majority of the voting power of the MJ stockholders votes to approve the Merger Agreement and the Merger. 

The MJ board of directors unanimously recommends that MJ stockholders vote "FOR" the approval of all proposals.  

For more information about the Merger and the other transactions contemplated by the Merger Agreement, please review the accompanying joint proxy statement/prospectus and the Merger Agreement attached to it. 

Pursuant to Section 92A.410(1) of the Nevada Revised Statutes (NRS), you are further notified that you are entitled to assert dissenters' rights under Nevada law pursuant to NRS 92A.300 to 92A.500. A copy of NRS 92A.300 to 92A.500, inclusive, is attached to the accompanying joint proxy statement/prospectus as Annex B. 

IMPORTANT

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY ALSO CAST YOUR VOTE BY TELEPHONE OR OVER THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU VOTE BY TELEPHONE OR OVER THE INTERNET, YOU DO NOT NEED TO SUBMIT YOUR PROXY CARD. PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME. REMEMBER, YOUR VOTE IS IMPORTANT, SO PLEASE ACT TODAY!

Las Vegas, Nevada
[    •     ], 2022February 21, 2023

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IMPORTANT NOTE

In deciding how to vote on the matters described in this joint proxy statement/prospectus, you should rely only on the information contained in this joint proxy statement/prospectus. Neither CS nor MJ has authorized any person to provide you with any information that is different from or in addition to what is contained in this joint proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this joint proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this joint proxy statement/prospectus does not extend to you.

The information contained in this joint proxy statement/prospectus speaks only as of the date indicated on the cover of this joint proxy statement/prospectus unless the information specifically indicates that another date applies.

In addition, if you have any questions about the matters described in this joint proxy statement/prospectus, you may contact:

VOTING BY TELEPHONE, INTERNET OR MAIL

MJ stockholders of record may submit their proxies by:

Telephone.    You may be able to vote by telephone by calling the toll-free number and following the instructions included in your proxy solicitation package in the United States, Canada or Puerto Rico on a touch-tone telephone. If you vote by telephone, you do not need to return your proxy card(s).

Internet.    You may be able to vote over the Internet by accessing the website included in your proxy solicitation package and following the instructions on the secure website. If you vote over the Internet, you do not need to return your proxy card(s).

Mail.    You can vote by mail by completing, signing, dating and mailing your proxy card(s) in the postage-paid envelope included with this joint proxy statement/prospectus..

If you hold your MJ shares through a bank, broker, custodian or other record holder:

Please refer to your proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other record holder to see which voting methods are available to you.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are answers to certain questions that you may have regarding the MJ special meeting. MJ urges you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this joint proxy statement/prospectus. 

Q:    Why am I receiving this document?

A:For MJ Stockholders: 

MJ is delivering this document to MJ stockholders to solicit proxies from MJ stockholders to approve the Merger Agreement and the Merger. In addition, this document is a prospectus being delivered to MJ stockholders because CS is offering and registering shares of its common stock to be issued in exchange for shares of MJ common stock in connection with the Merger.

Q:    What will happen in the Merger?

A:The Merger will make CS the parent company of MJ and MJ will become the wholly owned subsidiary of CS. MJ will cease to be a public company and become a private company.  

In connection with the closing of the Merger, CS will issue the Merger Consideration to the MJ stockholders in exchange for each share of MJ common stock, which will equal 2.72.66 shares of CS common stock for each common share of MJ stock.  

After the Merger, the current stockholders of CS and the current stockholders of MJ who receive shares of CS common stock in the Merger will be the stockholders of CS. CS will be the parent corporation and MJ will be the wholly owned subsidiary of CS.

Q:    Are there any risks in the Merger that I should consider?

A:Yes. There are risks associated with all business combinations, including the Merger. Certain of these risks and other risks are described in more detail under "Risk Factors" beginning on page __ _.22. 

Q:    What will MJ stockholders receive for their shares of common stock in MJ?       

A:As a result of the Merger, the holders of MJ common stock (other than shares held by dissenting stockholders )stockholders) will receive, for each share of MJ common stock, 2.72.66 shares of CS common stock (the "Merger Consideration"). No fractional shares of CS common stock will be issued. You should read "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page 74 29for a more complete discussion of the United States federal income tax consequences of the Merger. 

Q:    What are holders of MJ common stock being asked to vote on?

A:Holders of MJ common stock are being asked to: 

●Approve the Merger Agreement and the Merger; 

●Approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Merger Agreement and the Merger; and 

●Act upon other business that may properly come before the special meeting or any adjournment or postponement of the special meeting. 

Q:    Why did CS decide to merge with MJ?

A: In evaluating the Merger Agreement and the transactions contemplated thereby, CS's board of directors, in consultation with CS's senior management and outside legal counsel, considered numerous positive factors relating to the Merger Agreement, the Merger and the other transactions contemplated thereby including the following material factors: 

·the Merger would provide CS with additional scale and market penetration; 

·the Merger could create a more prolific company able to better accelerate consumer awareness of CS products following the Merger; 

·the companies have limited target customer overlap (MJ focuses on cannabis manufacturing and distribution, while CS focuses on a telehealth platform); 

·with MJ as a wholly owned subsidiary CS would be a premier independent cannabis company with a diverse portfolio of cannabis brands; 

·the companies have similar corporate cultures: a flat management structure, an active board/advisors, growth oriented, and employees and contractors for both organizations understand the importance of a sales orientation; 

·the Merger would have an expected reduction in general and administrative costs expanded manufacturing capabilities, and cross selling opportunities between MJ’s cannabis customers and CS’s telehealth customers; 

·the existence of cross-promotional opportunities; 

·the ability to leverage MJ's industry contacts and brand ambassador, Randy Lanier, through social medial reach; 

·the expanded and strengthening board of directors and management team; 

Q:    Why did MJ decide to merge with CS?

A:Since 2017, management of MJ has worked hard to build the MJ brand. MJ raised more than $4 million from investors. However, due in large part to the competitive environment, MJ was not able to penetrate the market in a significant enough way to garner the desired level of attention to its brands and has expansion has been further limited by lack of access to capital for growth. In September 2021, MJ began searching for a merger partner. 

On _____ ,February 4, 2023, MJ entered into the Amended and Restated Merger Agreement and Plan of Reorganization with CS. The board of directors of MJ believes that the proposed Merger will benefit MJ by providing an increased scale of operations and clear synergies in production, distribution and logistics with significant cross selling opportunities between customers of MJ and the telehealth customer base of CS. MJ and CS have complementary products, similar corporate visions, and the desire to succeed in the fast-growing cannabis market. In addition, CS's access to capital markets is expected to enable MJ to aggressively develop and grow its brand. Moreover, since MJ stockholders will receive stock in CS they will participate in the continued growth of both companies.

Q:    Why is my vote important?

A:If MJ shareholders do not return their proxy cards by mail or submit their proxies by telephone or over the Internet or vote in person at the MJ special meeting, it may be difficult for MJ to obtain the necessary quorum to hold its special meeting, for MJ to receive the number of votes necessary to approve the Merger Agreement and the Merger. 

No matter how many or few shares you own you are encouraged to vote and have your voice heard.

Q:    When and where are is the virtual special meetings?meeting?

A:The MJ virtual special meeting is being held on April 5, 2023 at 2:00 p.m. Pacific Daylight Time. You will take placebe able to attend the MJ virtual special meeting online by logging in at https://www.colonialstock.com/MJHarvest2023 and then clicking on _ ____________ _, 2022 at ______ p.m., Mountain Daylight Time, at the Regus Gramercy Building, 9205 W. Russell Road, Las Vegas, Nevada 89148.document entitled “Virtual Meeting Instructions” which includes additional instructions necessary to access the meeting room.  To access the special meeting, you will need your unique 12-digit control number included in the instructions that accompany your proxy materials. 

Additional information relating to the CS and MJ special meetings is set forth beginning on page ____.

Q:    What vote is required to approve the Merger Agreement, the Merger and related matters?       

A:Assuming a quorum is present: 

1.The affirmative vote of a majority of the voting power of MJ's stockholders is required to approve the Merger Agreement and the Merger. Abstentions and broker non-votes will have the same effect as a vote "AGAINST" the approval of the Merger Agreement and the Merger. If the proposal to approve the  

Merger Agreement and the Merger is not approved, MJ will not be able to effect the Merger under the terms set forth in the Merger Agreement.

2.Any adjournment of the special meeting requires the affirmative vote of the holders of MJ common stock representing a majority of the votes present in person or by proxy at the special meeting entitled to vote, whether or not a quorum exists. Abstentions will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will not be treated as shares entitled to vote and thus will have no effect on the outcome of this proposal. 

Additional information on the vote required to approve the Merger and related matters is located on page ____ ..

Q:    Is the consummation of the Merger subject to any conditions other than the approval of the stockholders of MJ?

A:Yes. In addition to the stockholder approvals, the consummation of the Merger is contingent upon the following: 

1.the absence of any law, government proceeding or court order that prohibits or seeks to prevent the Merger; 

2.the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus is a part, and no pending stop order or proceeding seeking a stop order relating thereto; 

3.performance in all material respects of each party of its covenants and other obligations under the Merger Agreement and the effectiveness of certain transactions contemplated by the other agreements described therein; and 

4.other customary conditions, including, subject to certain exceptions, the accuracy, in all material respects, of the representations and warranties of each party, the absence of a material adverse change of CS and MJ, and the receipt by each party of certain closing documents. 

See "The Merger Agreement—Conditions" beginning on page _____ for a more complete description of the conditions that must be satisfied or waived in connection with the Merger.

Q:    What do I need to do now?

A:After carefully reading and considering the information contained in this proxy statement/prospectus, MJ shareholders should vote promptly by calling the toll-free number listed on your proxy card, accessing the internet website listed on your proxy card or by completing, signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.mail. If you hold your stock in "street name" through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at your special meeting. For information on how to vote your shares in person at your special meeting, see "Can I attend the special meeting and vote my shares in person?" below. 

MJ stockholders should not send in their stock certificates at this time. If the Merger is approved, holders of MJ common shares will receive instructions as to what to do with their stock certificates. CS stockholders will not need to take any action regarding their stock certificates.

Q:    How will my proxy for my MJ shares be voted?

A:If you vote by telephone, over the Internet, or by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions. The proxy confers discretionary authority to the named proxies. Accordingly, if you complete, sign, date and return your proxy card and do not indicate how you want to vote, your shares will be voted "FOR" the approval of the Merger Agreement and the Merger, and, if necessary or appropriate, "FOR" the adjournment of the special meeting to solicit additional proxies.

Q:    If my broker holds my shares in "street name," will my broker automatically vote my shares for me?

A:No. If you do not provide your broker with instructions on how to vote your "street name" shares, your broker will not be permitted to vote them on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker to see if the broker offers telephone or Internet voting. All stockholders are urged to have their voices heard on this important matter—please vote your shares today. 

Q:    Can I attend the virtual special meeting and vote my shares in person?

A:Yes. All holders of MJ common stock, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the MJ virtual special meeting. Holders of record of MJ common stock as of the record date can vote in person at the MJ special meeting. If you are not a stockholder of record, you must obtain a valid proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the MJ special meeting. 

If you plan to attend MJ special meeting, you must hold your MJ shares in your own name, have a letter or recent brokerage statement from the record holder of your shares confirming your ownership or have a valid proxy authorizing you to vote shares at the meeting, and you must bring a form of personal photo identification with you in order to be admitted. MJ reserves the right to refuse admittance to anyone without proper proof of MJ share ownership, proper authorization to vote shares, or proper photo identification.

Q:    Is the Merger expected to be taxable to MJ stockholders?

A:The Merger is intended to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, as amended (the "Code"). Assuming the Merger qualifies as a reorganization, a holder of shares of common stock MJ will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of the holder's shares of MJ common stock for shares of CS common stock pursuant to the Merger. You are urged to consult your own tax advisor regarding the particular consequences to you of the Merger. 

A holder who is a U.S. person (as defined in the section titled "Material U.S. Federal Income Tax Consequences") generally will recognize capital gain or loss on a sale, exchange, certain redemptions, or other taxable disposition of CS shares in an amount equal to the difference, if any, between (i) the amount realized upon the disposition of such CS shares and (ii) the holder's adjusted tax basis in such CS shares.

For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see "Material U.S. Federal Income Tax Consequences" beginning on page 81.

Q:        What can I do if I want to change or revoke my vote?

A:Regardless of the method you used to cast your vote, if you are a holder of record, you may change your vote by completing, signing, dating and returning a new proxy card with a later date, by calling the toll-free number, if any, listed in your proxy materials or by accessing the Internet website, if any, listed in your proxy materials, in either case by 11:59 P.M. Eastern Daylight Time on the day before your special meeting or by attending your virtual special meeting and voting by ballot at your special meeting. You may also revoke your proxy card by sending a notice of revocation, which must be received prior to your special meeting, to the designated representative of the appropriate company at the address provided under "Important Note" at the beginning of this joint proxy statement/prospectus. 

If you hold your shares in "street name," and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Q:    If I am a holder of MJ common stock with shares represented by stock certificates, should I send in my MJ stock certificates now?

A:No. You should not send in your MJ stock certificates at this time. After completion of the Merger, CS will send you instructions for exchanging MJ stock certificates for the Merger Consideration.

Q:    Will CS stockholders receive any shares as a result of the Merger?

A:No. CS stockholders will continue to hold the CS shares they currently own.  

Q:    What will happen to warrants to purchase MJ common stock?

A:The MJ warrants outstanding as of the date of the merger will carry forward and become warrants to acquire shares in the surviving corporation. The number of warrant shares issuable on exercise of the warrants will be adjusted to reflect the conversion ratio of 2.72.66 shares of CS stock issued for each one share of warrant stock the warrant holder was entitled to on exercise immediately prior to the Merger.  The exercise price of the warrants will also be adjusted so that, upon exercise, the total consideration paid for the warrant shares upon exercise will be the same after the Merger as it would have been immediate before the Merger.  

Q:    When do you expect to complete the Merger?

A:The Merger will be completed when the conditions in the Merger Agreement are satisfied (or, where permitted, waived). Such conditions are described further in "The Merger Agreement—Conditions" beginning on page ____ .. Assuming the requisite stockholder approvals are received, CS and MJ expect to complete the Merger during the fourthsecond quarter of 2022,2023, although completion of the Merger cannot be assured by any particular date or at all. 

Q:    Are MJ stockholders entitled to dissenters' rights?

A:MJ stockholders have the right to dissent from the Merger and obtain cash payment for the "fair value" of their shares pursuant to NRS 92A.300 to 92A.500, the Nevada dissenters' rights statute. However, MJ stockholders must strictly comply with NRS 92A.300 to 92A.500 to receive such cash payment. The complete text of NRS 92A.300 to 92A.500 is attached to this joint proxy statement/prospectus as Annex B. MJ stockholders wishing to exercise dissenters' rights must (i) not vote in favor of approval of the Merger Agreement and the Merger (which would include submitting a signed proxy without voting instructions); (ii) deliver to MJ, prior to the MJ stockholder vote on the Merger Agreement and the Merger, written notice of their intention to demand payment for their shares of MJ common stock if the Merger is consummated; and (iii) strictly comply with the other requirements of the Nevada Revised Statutes. Failure to follow the procedures required by NRS 92A.300 to 92A.500 may result in the loss of a stockholder's dissenter's rights, in which case such stockholder would be entitled to the consideration for its shares as provided in the Merger Agreement. CS may terminate the Merger Agreement and abandon the Merger in the event that the holders of more than 15% of the outstanding shares of MJ common stock exercise their dissenters' rights. For more information regarding dissenters' rights, see "The Merger—Dissenters' or Appraisal Rights" beginning on page ____ .. 

Q:    Are CS stockholders entitled to dissenters' rights?

A:No.   

Q:    Whom should I call if I have questions about the special meeting or the Merger?

A:CS stockholders should call CS’s corporate secretary at [ 702-762-3123]. 702-762-3123. 

MJ stockholders should call MJ's corporate secretary at [ 954-519-3115].561-886-7776.

SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To fully understand the Merger and for a more complete description of the legal terms of the Merger Agreement, you should carefully read this entire document and the documents referred to herein.  See also "Where You Can Find More Information" on page ______ . CS and MJ have included page references parenthetically to direct you to a more complete description of the topics presented in this summary. 

The Companies (see pages ____ and _ __ _)

Cannabis Sativa, Inc.

450 Hillside Dr. #A224

Mesquite, Nevada 89027

Attn: Corporate Secretary

Tel: (702) 762-3123

Cannabis Sativa, Inc. ("CS") is engaged in telehealth, and the licensing of cannabis-related intellectual property, marketing and branding for cannabis-based products and services, operation of cannabis-related technology services, and ancillary business activities. CS holds a U.S. patent on the Ecuadorian Sativa strain of Cannabis, a U.S. Patent for a marijuana lozenge; a Cannabis-based pharmaceutical composition for the treatment of hypertensive disorders by submucosal delivery and trade secret formulas and processes and operates subsidiary PrestoDoctor®. Cannabis Sativa IP includes the "hi" and "White Rabbit" brands.

MJ Harvest, Inc.
9205 W. Russell Road, Suite 240

Las Vegas, Nevada 89139

Attn:  Corporate Secretary

Tel: (954) 519-3115(561) 886-7776

Internet: www.mjhi.com; www.procannagro.com

MJ cultivates, harvests, manufactures, and sells cannabis products through its company owned facilities and through its growing relationship with PPK Investment Group, Inc. (“PPK”), an Oklahoma corporation, sells and markets cannabis flower and edibles throughout Oklahoma and through a joint venture relationship with the Flandreau Santee Sioux Tribe in Flandreau, South Dakota. MJ currently owns 25% of PPK with options to acquire up to 100% of PPK at any time prior to March 31, 2023.

MJHI also acquires and markets products and technologies that are designed to benefit growers and processors in the horticultural and agricultural industries. MJ launched www.procannagro.com to provide a professionally designed and maintained web-based marketing outlet for the company’s brands and technologies.

The Merger (see page ___ )

Under the terms of the Merger, MJ will become a wholly owned subsidiary of CS through a reverse triangular merger. As a result, CS will become the parent corporation. Shares of CS common stock will continue to be listed on the OTCQB Market of the OTC Markets System under the symbol "CBDS". Trading of MJ shares will cease, and MJ will become a private corporation. 

The Merger Agreement is attached as Annex A to this joint proxy statement/prospectus. Please read the Merger Agreement carefully and fully as it is the legal document that governs the Merger. For a summary of the Merger Agreement, see "The Merger Agreement" beginning on page ___ _. 

What Holders of MJ Common Stock Will Receive in the Merger (see page ___ )

Under the terms of the Merger Agreement, for each share of MJ common stock, MJ stockholders will have the right to receive the Merger Consideration, which is 2.72.66 shares of CS common stock for each share of MJ stock held.  As a result, the current holders of MJ common stock will become holders of CS common stock, and MJ will become a wholly owned subsidiary of CS. Based on the number of MJ common shares outstanding on _______ ,February 4, 2023, in exchange for each share of MJ common stock, it is estimated that CS will issue, in the aggregate, approximately 121,107,790 shares of its common stock. CS stockholders will continue to own their existing CS shares. 

CS will not issue any fractional shares of CS common stock in the Merger. Instead, to the extent that an outstanding share of MJ common stock would otherwise have become a fractional share of CS common stock, the holder will receive a full share of CS common stock. 

At the time of their respectiveits virtual special meetings, CS andmeeting, MJ stockholders will not know the exact value of the CS common stock that will be issued in connection with the Merger. The value of the Merger Consideration received by MJ stockholders may increase or decrease depending on fluctuations in the price of CS common stock. 

Material United States Federal Income Tax Consequences of the Merger (see page ___ )

CS and MJ intend to treat the Merger for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, as amended (the "Code"). Assuming the Merger qualifies as a reorganization, a holder of shares of MJ common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of the holder's shares of MJ common stock for shares of CS common stock pursuant to the Merger. You are urged to consult your own tax advisor regarding the particular consequences to you of the Capital Reorganization and the Merger. 

A holder who is a U.S. person (as defined in the section titled "Material U.S. Federal Income Tax Consequences") generally will recognize capital gain or loss on a sale, exchange, certain redemptions, or other taxable disposition of CS shares in an amount equal to the difference, if any, between (i) the amount realized upon the disposition of such CS shares and (ii) the holder's adjusted tax basis in such CS shares.

For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see "Material U.S. Federal Income Tax Consequences" beginning on page 81.

Background of the Merger (see page ____ )

The Boards of Directors of CS and MJ have been discussing a possible merger for since September 2021, and after consideration of market opportunities, the respective businesses of each company and their respective prospects for expansion, capital formation, and to take advantage of cost savings afforded by the combination of two public companies, the respective Boards reached agreement on the Merger transaction described in this Prospectus. In structuring the transaction, the Boards took into account, the current levels of business and the anticipated new opportunities available to each and determined that the consideration offered was fair to the shareholders of both companies.  

Recommendations by the Boards of Directors (see pages ____ and ____ )

Recommendation of the CS Board:

The CS board of directors has unanimously approved the Merger Agreement, the Merger, the CS stock issuance and the other transactions contemplated by the Merger Agreement and determined that the Merger Agreement, the Merger, the CS stock issuance and the other transactions contemplated by the Merger Agreement are advisable to and in the best interests of the stockholders of CS.  

Recommendation of the MJ Board:

The MJ board of directors has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable to and in the best interests of the stockholders of MJ. The MJ board of directors unanimously recommends that the stockholders of MJ vote "FOR" the proposal to approve the Merger Agreement and the Merger. 

When you consider the MJ board of directors' recommendation, you should be aware that MJ directors may have interests in the Merger that may be different from, or in addition to, interests of the MJ stockholders.  These interests are described in "The Merger—Interests of MJ's Directors and Executive Officers in the Merger" beginning on page ____ ..

Reasons for the Merger (see pages ____ and ____ )

CS. In evaluating the Merger Agreement and the transactions contemplated thereby, CS's board of directors, in consultation with CS's senior management and outside legal counsel, considered numerous positive factors relating to the Merger Agreement, the Merger and the other transactions contemplated thereby including the following material factors:

·the Merger would provide CS with additional scale and market penetration; 

·the Merger could create a more prolific company able to better accelerate consumer awareness of CS products following the Merger; 

·the companies have limited target customer overlap (MJ focuses on cannabis manufacturing and distribution, while CS focuses on a telehealth platform); 

·with MJ as a wholly owned subsidiary CS would be a premier independent cannabis company with a diverse portfolio of cannabis brands; 

·the companies have similar corporate cultures: a flat management structure, an active board/advisors, growth oriented, and employees and contractors for both organizations understand the importance of a sales orientation; 

·the Merger would have an expected reduction in general and administrative costs, expanded manufacturing capabilities, and cross selling opportunities between MJ’s cannabis customers and CS’s telehealth customers; 

·the existence of cross-promotional opportunities; 

·the ability to leverage MJ's industry contacts and brand ambassador, Randy Lanier, through social medial reach; 

·the expanded and strengthening board of directors and management team; 

MJ. Since 2017 when the Board of Directors appointed new Executive Officers, management of MJ has worked hard to build the MJ brand. MJ raised more than $4 million in new debt and equity capital, however, due in large part to the competitive environment, MJ was not able to penetrate the market in a significant enough way to garner the desired level of attention to its brands and expansion has been further limited by lack of access to capital for growth. In September, 2021, MJ began searching for a merger partner.

On ________ ,February 4, 2023, MJ entered into the Amended and Restated Merger Agreement and Plan of Reorganization with CS. The board of directors of MJ believes that the proposed Merger will benefit MJ by providing the increased scale of operations and clear synergies in production, distribution and logistics with significant cross selling opportunities between customers of MJ and the telehealth customer base of CS. MJ and CS have complementary products, similar corporate visions, and the desire to succeed in the fast-growing cannabis market. In addition, CS's access to capital markets is expected to enable MJ to aggressively develop and grow its brand. Moreover, since MJ stockholders will receive stock in CS they will participate in the continued growth of the both companies. CS’s large shareholder base and larger average trading volume provides MJ stockholders increased liquidity for their shares.

Risks Associated with the Merger (see page ___ )

You should be aware of and consider carefully the risks relating to the Merger described under "Risk Factors." 

Stockholder Votes Required (see page ___ )

For MJ Stockholders:

The presence, in person or by proxy, of the holders of one-half of the shares of MJ common stock outstanding is necessary to constitute a quorum at the MJ special meeting. Assuming a quorum is present, approval of the Merger Agreement and the Merger requires the affirmative vote of a majority of the voting power of MJ's stockholders. 

As of the record date, directors and executive officers of MJ and their affiliates beneficially owned or had the right to vote 33,262,569approximately 33,000,000 outstanding s haresshares of MJ common stock, representing approximately 74.2%74% of the shares of MJ common stock outstanding and entitled to vote. While there are no voting agreements or arrangements with any directors, officers or other stockholders of MJ relating to the Merger of which MJ is aware, to MJ's knowledge, all the directors and executive officers of MJ and their affiliates intend to vote their common stock in favor of the proposal to approve the MJ Stock Issuance. 

Ownership of CS After the Merger

In connection with the closing of the Merger, CS will issue the Merger Consideration to MJ stockholders.  CS estimates that, upon the completion of the Merger: 

·approximately 167,685,095167,500,000 shares of CS common stock will be outstanding; and 

·former MJ stockholders will own approximately 72% of the issued and outstanding shares of CS common stock; 

·CS stockholders will own approximately 28% of the issued and outstanding shares of CS common stock. 

Conditions to the Completion of the Merger (see page ____ )

Currently, CS and MJ expect to complete the Merger in the firstsecond quarter of 2023. As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, the completion of the Merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others, receipt of the requisite approvals of each Company’sMJ’s stockholders. 

Termination of the Merger Agreement (see page _____ )

CS and MJ may mutually agree to terminate the Merger Agreement at any time prior to closing, including after MJ stockholder approvals areapproval is obtained. Either CS or MJ may terminate the Merger Agreement under certain specified circumstances, including: 

·if the other party is in breach of any representation, warranty or covenant contained in the Merger Agreement, and such breach (i) individually or in the aggregate would cause any condition of the non-breaching party to effect the Merger not to be satisfied, and (ii) is not cured within twenty days following delivery by the non-breaching party of written notice of such breach; 

·if MJ’s stockholders fail to approve the Merger Agreement and the Merger; or 

·by CS, if either (i) the MJ board of directors does not recommend that its stockholders approve the Merger Agreement, (ii) after recommending at its special meeting that its stockholders approve the Merger Agreement, the MJ board of directors withdraws, modifies or qualifies such recommendation adverse to the interest of CS, or (iii) MJ fails to call, give proper notice of, convene and hold its special meeting; or 

·if closing has not occurred on or before _ _______________ by reason of a failure of any condition precedent and such failure did not result primarily from a breach by the terminating party.meeting. 

Termination Fee (see page ____ )

Under certain circumstances involving a termination of the proposed merger, the party calling for the termination may be required to pay a termination fee.fee of $50,000. 

Board of Directors and Management of CS Following the Merger (see pages ____ and ____ )

Upon completion of the Merger, the CS board of directors will consist of Patrick Bilton, David Tobias, Brad E. Herr,  Ralph Clinton Pyatt III, and Randy Lanier.  Upon completion of the Merger, the CS principal officers will consist of Patrick Bilton, CEO and Ralph Clinton Pyatt III, COO. 

CS Common Stock

The shares of CS common stock to be issued to MJ stockholders in connection with the Merger will be listed on the OTCQB Market under the symbol “CBDS”.  See “Risk Factors—CS’s common stock is subject to delisting, and CS may not be able to maintain its listing on the OTCQB Market.” 

Regulatory Matters

CS and MJ believe that the Merger and the transactions contemplated by the Merger Agreement are not subject to any federal or state regulatory requirements or approvals, except for filings necessary to effectuate the Merger with the Secretary of State of the State of Nevada and to register the shares to be issued to MJ stockholders pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  

Dissenters’ or Appraisal Rights (see page ____ )

MJ stockholders have the right to dissent from the Merger and obtain cash payment for the “fair value” of their shares pursuant to NRS 92A.300 to 92A.500, the Nevada dissenters’ rights statute. However, MJ stockholders must strictly comply with NRS 92A.300 to 92A.500 to receive such cash payment. MJ stockholders who wish to seek to exercise their dissenters’ rights are in any case urged to seek the advice of counsel. 

MJ stockholders who desire to exercise their dissenters’ rights must (i) not vote in favor of the approval of the Merger Agreement and the Merger (which would include submitting a signed proxy without voting instructions); (ii) deliver to MJ, prior to the MJ stockholder vote on the Merger Agreement and the Merger, written notice of their intention to demand payment for their shares of MJ common stock if the Merger is consummated; and (iii) strictly  

comply with the other requirements of the Nevada Revised Statutes. Failure to follow the procedures required by NRS 92A.300 to 92A.500 may result in the loss of a stockholder’s dissenter’s rights, in which case such stockholder would be entitled to the consideration for its shares as provided in the Merger Agreement. The complete text of NRS 92A.300 to 92A.500 is attached to this joint proxy statement/prospectus as Annex B.

MJ may terminate the Merger Agreement and abandon the Merger in the event that the holders of more than 15% of the outstanding shares of MJ common stock exercise their dissenters’ rights. 

Comparison of Stockholder Rights (see page ___ )

The rights of MJ stockholders are governed by Nevada law, as well as MJ’s articles of incorporation and amended and restated bylaws. After completion of the Merger, the rights of former MJ stockholders who receive CS common stock in the Merger will be governed by Nevada law and CS’s articles of incorporation and bylaws. This proxy statement/prospectus contains descriptions of the material differences in stockholder rights. 

Interests of MJ’sMJ’s Directors and Executive Officers in the Merger (see page ___ )

Certain of MJ’s directors and executive officers have interests in the Merger as individuals that are different from, or in addition to, the interests of MJ stockholders generally.  

Selected Historical Financial Information

The following tables present selected historical financial information of CS and selected historical financial information of MJ. Such financial information is provided to assist you in your analysis of the financial aspects of the Merger. The historical results included below and elsewhere in this document are not indicative of the future performance of CS, MJ or the company after the merger with MJ as the wholly owned subsidiary of CS and CS the parent company. 

SelectedCannabis Sativa Historical Financial Information:

The following tables provide selected financial and operating data of CS as of, and for each of the years ended, December 31, 2021 and 2020, which are derived from CS's audited consolidated financial statements, and for the nine months ended September 30, 2022 and 2021, which are derived from CS's unaudited condensed consolidated financial statements. The selected financial and operating data set forth below should be read in conjunction with, and are qualified in their entirety by reference to the section entitled "Information Related to CS—Management's Discussion and Analysis of Financial Condition and Results of Operation" and CS's financial statements and related notes included elsewhere in this joint proxy statement/prospectus. Historical results are not necessarily indicative of results to be expected in any future period. 

Selected MJ Historical Financial Information:

The following tables provide selected financial and operating data of MJ as of, and for each of the years ended, May 31, 2022 and 2021, which are derived from MJ's audited consolidated financial statements and for the threesix months ended August 31,November 30, 2022 and 2021, which are derived from MJ's unaudited condensed consolidated financial statements. The following selected historical consolidated financial and other data should be read in conjunction with, and are qualified in their entirety by reference to the section entitled "Information Related to MJ—Management's Discussion and Analysis of Financial Condition and Results of Operation" and MJ's financial statements and related notes included elsewhere in this joint proxy statement/prospectus. Historical results are not necessarily indicative of results to be expected in any future period. 

Unaudited Comparative Per Share Data

The following table sets forth the per share data of each CS and MJ on a standalone basis and the unaudited proforma combined per share data for the year ended May 31, 2022 after giving effect to the Merger. The pro forma net loss information for the year ended May 31, 2022 was computed as if the Merger was consummated on June 1, 2021, the beginning of the earliest period presented. For this purpose, the unaudited comparative share data is based on the unaudited financial statements of both companies. For CS, this is its most recently completed fiscal year ending December 31, 2021 and for MJ this is its most recently completed fiscal year ending May 31, 2022. The periods presented in the Proforma Combined column are i) for Balance Sheet items: May 31, 2022 for MJ and June 30, 2022 for CBDS and ii) for Operations Data: the twelve months ended May 31, 2022 for MJ and the twelve months from July 1, 2021 to June 30, 2022 for CS. 

You should read the information in the following table in conjunction with the summary historical financial information and the historical financial statements of CS and MJ and the related notes that are included elsewhere in this proxy statement/prospectus. The unaudited CS and MJ proforma condensed, combined per share information is derived from and should be read in conjunction with, the unaudited proforma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. See “CS and MJ Unaudited Proforma Condensed Combined Financial Information”.

The unaudited pro forma condensed combined loss per share information below is presented for illustrative purposes only and does not purport to represent the earnings per share which would have occurred had the Merger occurred during the period presented. Nor earnings per share for any future date or period.

(1)Book value per share equals total stockholders’ equity divided by common shares outstanding. 

(2)Shares of CS preferred stock outstanding during the period are included as equivalent common shares and included in the calculation of shares outstanding and weighted average shares outstanding as if converted into common stock on July 1, 2021. 

Market Price and Dividend Information

CS's common stock is currently traded on the OTCQB Market under the symbol "CBDS."  

MJ’s common stock is currently traded on the OTCQB Market under the symbol "MJHI."

The following table sets forth the closing prices per share of CS common stock and MJ common stock on the OTCQB Market on May 9, 2022, the last full trading day prior to the announcement of the Letter of Intent to Merge and on ____February 3, 2023 – the last full trading day prior to signing the first Amended and Restated Merger Agreement, and September ___ , 2022 – the most recent practicable date prior to the mailing of this joint proxy statement/prospectus to CS's and MJ's stockholders.Agreement. Such price may fluctuate prior to the special meetings and the consummation of the Merger, and stockholders are urged to obtain a current market quotation prior to making any decision with respect to the Merger.

CS and MJ have not paid dividends to date and do not anticipate paying any dividends on their common stock in the foreseeable future.

CS AND MJ UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

On _____,February 4, 2023, Cannabis Sativa, Inc. (the “Company” or “CBDS”) entered into an Amended and Restated Agreement of Merger and Plan of Reorganization to acquire all of the issued and outstanding shares of MJ Harvest, Inc, a Nevada corporation (“MJ”) by means of a reverse triangular merger (the “Merger”) to be completed pursuant to the terms of the Merger Agreement among the Company, the Company’s wholly owned subsidiary formed for the purposes of completing the Merger, CBDS Acquisition Corp (“Merger Sub”), and MJ (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with, and into, MJ, with MJ continuing as the surviving entity as a wholly owned subsidiary of the Company. In consideration for all of the outstanding shares in the common stock of MJ (the “MJ Shares”), the Company will issue 2.72.66 shares of the Company’s common stock for each MJ Share to each stockholder of MJ.

Although the Company was the legal acquirer of MJ, under generally accepted accounting principles, the Merger will be accounted for as a reverse acquisition, with MJ being treated as the acquiring entity for accounting and financial reporting purposes. As such, moving forward the financial statements of the Company will be presented as a continuation of the operations of MJ and not the Company.

The following unaudited proforma condensed consolidated financial statements of the consolidated company include the unaudited proforma condensed balance sheet as of August 31,November 30, 2022 (the “Proforma Balance Sheet”), the unaudited proforma condensed statement of operations for the threesix months ended August 31,November 30, 2022, and the twelve months ended May 31, 2022 (the “Proforma Income Statements”), as adjusted to give effect to the Company’s acquisition of MJ and the related financing transactions (collectively, the “Proforma Financial Statements”).

The Proforma Financial Statements are for informational purposes only and are not intended to represent or to be indicative of the actual results of operations or financial position that the consolidated company would have reported had the acquisition been completed as of the dates set forth in the Proforma Financial Statements, and should not be taken as being indicative of the consolidated company’s future consolidated results of operations or financial position.

The assumptions and estimates underlying the unaudited adjustments to the Proforma Financial Statements are described in the accompanying notes, which should be read together with the Proforma Financial Statements.

The Proforma Financial Statements should be read together with the Company’s historical financial statements, which are included in the Company’s latest annual report on Form 10-K and quarterly report on Form 10-Q, and MJ’s latest annual report on Form 10-K and quarterly report on Form 10-Q.

These Proforma Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP) and are expressed in US dollars. These Proforma Financial Statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual financial statements of the Company and MJ.

The historical consolidated financial statements have been adjusted in the Proforma Financial Statements to give effect to proforma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the proforma condensed consolidated statements of operations, expected to have a continuing impact on the consolidated results following the business combination. The actual proforma adjustments will depend on a number of factors, and could result in a change to the Proforma Financial Statements.

Purchase Price and Preliminary Allocation:

The Company is required to allocate the purchase price to the assets and liabilities based on their fair value. Management has determined, on a preliminary basis, the fair value of the assets and liabilities for purposes of allocating the purchase price. The following table presents the carrying value and allocation based on fair values.

This preliminary purchase price allocation has been used to prepare proforma adjustments in the proforma balance sheet and income statement. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the proforma adjustments. The final allocation may include changes in fair values of assets and liabilities and changes in allocations to intangible assets and goodwill.

CANNABIS SATIVA, INC. AND MJ HARVEST, INC.

UNAUDITED PROFORMA CONSOLIDATED CONDENSED BALANCE SHEET

as of August 31,November 30, 2022