UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the date of February 14, 2023

Commission File Number 000-56365

Adastra Holdings Ltd.

(Translation of registrant's name into English)

5451 - 275 Street, Langley, British Columbia  Canada  V4W 3X8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SUBMITTED HEREWITH

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Adastra Holdings Ltd.

/s/ Michael Forbes
________________________

Michael Forbes, Chief Executive Officer

Date: February 15, 2023

Leadership Update: Adastra Appoints Lachlan McLeod as CFO

LANGLEY, BC, February 14, 2023 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company"), a leading cannabis company and producer of two top Canadian concentrate brands, with a focus on processing, adult-use and medical sales, organoleptic and analytical testing, today announced that Lachlan McLeod, CPA of Fehr & Associates, has been appointed Chief Financial Officer.

"With deep functional expertise and technical knowledge in all aspects of corporate finance, financial planning and accounting, we believe Lachlan's leadership will support our next phase of growth," said Michael Forbes, CEO of Adastra. "Lachlan's proven track record of helping businesses exceed their potential, makes him the perfect fit for Adastra as we continue to scale at a rapid pace. We are confident that Lachlan will provide the leadership we need as we continue to expand our presence in the cannabis industry."

Lachlan has experience in public practice, having worked as an auditor for a Big 4 accounting firm for four years, and has served as a fractional CFO for multiple public companies. Lachlan has a proven track record of helping businesses meet financial and regulatory reporting requirements. Lachlan is a Chartered Professional Accountant (CPA) with a Bachelor's degree in Science with an Economics major and a Business minor from the University of Victoria, and a Diploma of Accounting from the Sauder School of Business at the University of British Columbia.

"I am honoured to take on the role of CFO at Adastra," said Lachlan McLeod, CFO of Adastra. "I look forward to working with the talented team to strengthen the Company's financial strategy and drive growth."

Lachlan replaces Oliver Foeste who will remain with Adastra in an advisory capacity to provide transitional support. The Company thanks Oliver for his services.

About Fehr & Associates and Lachlan McLeod

Fehr & Associates (www.fehrandassociates.ca) is a cooperative company that focuses on helping businesses exceed their potential by providing CFO, controller, and accounting services for private and publicly traded organizations, with a team of accounting professionals with extensive industry experience. Mr. McLeod, a Chartered Professional Accountant, brings over 10 years of senior finance experience and has served at senior executive management levels in both public and private companies. He has experience in meeting financial and regulatory reporting requirements, as well as providing audit support for complex issues. Prior to joining Fehr & Associates in 2018, Lachlan worked as an auditor at a Big 4 accounting firm for four years, servicing both private and public-sector clients.

About Adastra Holdings Ltd.

Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use, medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra's Phyto Extractions brand is well-known for its cannabis concentrate products, available on shelves at over 1,400 adult-use retailers across Canada. The Company also operates Adastra Labs Inc., a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, British Columbia, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin and Psilocin, under its Controlled Substances Dealer's License. Adastra is poised to be a drug formulation and development leader in this emerging sector. Adastra operates PerceiveMD, a multidisciplinary manufacturer for medical cannabis and psychedelic therapies, working alongside practitioners and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.

For additional information, please contact:

Michael Forbes, CEO, Corporate Secretary & Director

P: (778) 715 5011

michael@adastraholdings.ca

Alyssa Barry, Investor Relations

ir@adastraholdings.ca

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Adastra Holdings Ltd. (the "Company")
5451 - 275 Street
Langley, BC  V4W 3X8

Item 2. Date of Material Change

January 1, 2023

Item 3. News Release

The news release was issued and disseminated via Accesswire on February 14, 2023 and filed on SEDAR at www.sedar.com.

Item 4. Summary of Material Change

The Company announced that Lachlan McLeod, CPA of Fehr & Associates, has been appointed Chief Financial Officer.

Lachlan has experience in public practice, having worked as an auditor for a Big 4 accounting firm for four years, and has served as a fractional CFO for multiple public companies. Lachlan has a proven track record of helping businesses meet financial and regulatory reporting requirements. Lachlan is a Chartered Professional Accountant (CPA) with a Bachelor's degree in Science with an Economics major and a Business minor from the University of Victoria, and a Diploma of Accounting from the Sauder School of Business at the University of British Columbia.

Lachlan replaces Oliver Foeste who will remain with Adastra in an advisory capacity to provide transitional support. 

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The material change is fully described in Item 4 above and in the news release which has been filed on SEDAR.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

Michael Forbes, CEO, Corporate Secretary and Director
Telephone: (778) 715-5011

Item 9. Date of Report

February 15, 2023