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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 30, 2023
Lucy Scientific Discovery Inc.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
|
001-41616 |
|
Note Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
301-1321 Blanshard Street
Victoria, British Columbia, Canada |
|
V8W 0B6 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (778) 410-5195
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Common Shares, no par value |
|
LSDI |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into
a Material Definitive Agreement.
As previously
disclosed, on March 20, 2023, Lucy Scientific Discovery Inc. (the “Company”) entered into a definitive asset
purchase agreement (“APA”) with Wesana Health Holdings Inc. (“Wesana”), pursuant to
which the Company has agreed to acquire intellectual property and related assets relating to Wesana’s psilocybin and cannabidiol
combination investigational therapy, SAN-013. On June 30, 2023, the Company entered into the First Amendment to the APA (the “First
Amendment”). Pursuant to the First Amendment, the consideration to be paid for these assets is: (a) $300,000 in cash to
be paid within 24 hours of the signing of the First Amendment; (b) upon the closing of the acquisition (the “Closing”),
the Company will issue Wesana an aggregate of 1,000,000 shares of the Company’s common stock (the “Shares”);
(c) $177,973.99 in cash payable in the following 4 installments: (i) $100,000.00 due on or before July 1, 2023; (ii) $25,991.33 due on
or before October 1, 2023; (iii) $25,991.33 due on or before January 1, 2024; and (iv) $25,991.33 due on or before April 1, 2024, and
(d) at the Closing, the Company will assume certain liabilities of Wesana which principally consists of $92,026.01 of debt owed by Wesana
to a law firm.
On
June 30, 2023, the Closing occurred. A total of $100,000 was paid by the Company to Wesana on July 5, 2023 and the Shares were issued
on June 30, 2023.
On
July 5, 2023, the Company issued a press release regarding the Closing, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
The applicable information
set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Financial statements are not
included in this Current Report on Form 8-K because the Company has determined, in accordance with the guidance set forth in Regulation
S-X Rule 11-01(d), that the APA does not involve the acquisition of a business.
Item 3.02 Entry
into a Material Definitive Agreement.
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The
Shares were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant
to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering. The issuance of the Shares was
not a public offering for purposes of Section 4(a)(2) because of its being made only to Wesana, its status as an accredited investor,
and the manner of the issuance, including that the Company did not engage in general solicitation or advertising with regard to the issuance
of the Shares and did not offer any of the Shares to the public in connection with the issuance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
Lucy Scientific Discovery, Inc. |
|
|
|
Date: July 7, 2023 |
By: |
/s/ Christopher McElvany |
|
Name: |
Christopher McElvany |
|
Title: |
President and Chief Executive Officer |
2
Exhibit 10.1
CONFIDENTIAL
June 30, 2023
Lucy Therapeutic Discoveries Inc.
c/o Lucy Scientific Discovery Inc.
301-1321 Blanshard Street
Victoria, British Columbia
Canada V8W 0B6
Attn: Richard Nanula, Executive Chairman
Dear Mr. Nanula:
Re: | Amendment of Asset Purchase
Agreement Among Wesana Health Holdings Inc., Lucy Scientific Discovery Inc., Lucy Scientific Discovery USA Inc., and Wesana Health Inc.
(each a “Party” and together, “Parties”) |
We refer to the Asset Purchase Agreement dated
March 20, 2023 between the Parties (“Purchase Agreement”). Capitalized terms used but not otherwise defined shall have
the meanings set forth in the Purchase Agreement.
The Parties have agreed to enter this first amending
agreement (the “First Amendment”) to amend certain provisions of the Purchase Agreement as follows:
| (i) | The Parties hereby agree that the rights and obligations of
Buyer as set forth in the Purchase Agreement and Ancillary Agreements are hereby assigned in whole to Lucy Therapeutic Discoveries
Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Buyer Parent, and all references in the Purchase Agreement or Ancillary
Documents to the defined term “Buyer” or to “Lucy Scientific Discovery USA Inc.” shall be deemed to be a reference
to Lucy Therapeutic Discoveries Inc. The parties acknowledge and agree that, as a result of this assignment of rights and obligations
of, and amendment to, the Purchase Agreement and Ancillary Documents, at the Closing, the transactions to be consummated pursuant to
the Purchase Agreement and Ancillary Documents, as amended, shall be consummated between the Seller, Wesana Parent, Buyer Parent, and Lucy
Therapeutic Discoveries Inc., as Buyer. |
| (ii) | Section 1.6 of the Purchase Agreement is hereby deleted in
its entirety and replaced with the following: |
“Section 1.6. Consideration.
In full consideration for the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets to the Buyer, the Buyer has
paid and/or shall pay to the Seller (a) within twenty-four (24) hours of signing this Agreement, $300,000.00 in cash by wire
transfer of immediately available funds to an account designated in advance by Seller, plus (b) at the Closing, 1,000,000
common shares, no par value, of Buyer Parent (the “Parent Shares”), plus (c) $177,973.99 in cash by wire
transfer to an account designated in advance by Seller, payable in the following four (4) installments: (i) $100,000.00 due on
or before July 1, 2023; (ii) $25,991.33 due on or before October 1, 2023; (iii) $25,991.33 due on or before January 1, 2024;
and (iv) $25,991.33 due on or before April 1, 2024, and (d) at the Closing, assume the Assumed Liabilities (collectively,
the “Transaction Consideration”).”
| (c) | Wesana Schedules to Purchase Agreement. |
| (i) | Schedule 1.3 (Assumed Liabilities) attached to the Purchase
Agreement is hereby deleted in its entirety and replaced with Schedule 1.3 attached to this First Amendment as
Exhibit A. |
| (ii) | Schedule 5.1(g) attached to the Purchase Agreement is hereby
deleted in its entirety. |
| (d) | Buyer Parent Working Capital. |
| (i) | Section 6.2(f) of the Purchase Agreement is hereby deleted
in its entirety and replaced with the following: |
“Section
6.2. Conditions to the Obligations of the Seller.
(f) Buyer
Parent shall have successfully consummated an initial public offering of its common stock pursuant to an effective registration statement
on Form S-1 of Buyer Parent filed with the SEC, resulting in gross proceeds of not less than $5,000,000.00, and shall have provided evidence
satisfactory to the Seller and Wesana Parent that the Buyer Parent has on a consolidated basis at the time of Closing working capital
of at least $2,000,000 and that, accounting for all of its contingent and non-contingent liabilities on a consolidated basis, Buyer Parent
can reasonably expect to use cash on hand of at least $1,500,000 towards the research and development of SANA-013 for the treatment of
major depressive disorder.”
This First
Amendment constitutes an amendment to the Purchase Agreement in accordance with Section 9.4 of the Purchase Agreement. Except as
amended hereby, the Purchase Agreement remains in full force and effect in accordance with its terms. All references to the Purchase Agreement
in all agreements, Ancillary Agreements, certificates and/or other documents delivered on or concerning the Closing shall be deemed to
refer to the Purchase Agreement as amended or otherwise supplemented by this First Agreement.
This First Amendment is made pursuant to and will
be construed in accordance with the laws of the State of Delaware. All other terms of the Purchase Agreement shall remain in full force
and effect except as amended by this First Amendment.
This First Amendment may be executed in any number
of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission
of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this
agreement.
If this is also your understanding, please sign
the acknowledgement and agreement below to evidence our agreement of the above-referenced amendments to the Purchase Agreement.
IN
WITNESS WHEREOF, the Parties have caused this First Amendment to be executed to be effective as of the date first set forth above.
LUCY SCIENTIFIC DISCOVERY INC. |
|
WESANA HEALTH HOLDINGS INC. |
|
|
|
By: |
/s/ Richard Nanula |
|
By: |
/s/ Daniel Carcillo |
Name: |
Richard Nanula |
|
Name: |
Daniel Carcillo |
Title: |
Executive Chairman |
|
Title: |
President and CEO |
|
|
|
LUCY THERAPEUTIC DISCOVERIES INC. |
|
WESANA HEALTH INC. |
|
|
|
By: |
/s/ Richard Nanula |
|
By: |
/s/ Daniel Carcillo |
Name: |
Richard Nanula |
|
Name: |
Daniel Carcillo |
Title: |
Executive Chairman |
|
Title: |
President |
|
|
|
LUCY SCIENTIFIC DISCOVERY USA INC. |
|
|
|
|
|
By: |
/s/ Richard Nanula |
|
|
Name: |
Richard Nanula |
|
|
Title: |
Executive Chairman |
|
|
EXHIBIT A
Amended and Restated Schedule 1.3
Assumed Liabilities
| a) | All Liabilities arising
from the research, development, registration, manufacture, making, formulating, having made, use or commercialization of SANA-013 that
first come into existence on or after the Closing Date; |
| b) | all Liabilities with respect
to the Purchased Assets and Transferred Agreements arising due to facts or conditions first in existence on or after the Closing Date; |
| c) | all necessary registration,
maintenance, renewal and other relevant filing fees that are required to maintain SANA-013 and/or the Purchased Assets in full force
and effect; |
| d) | fees related to patent
assignments; |
| e) | responsibility, including
fees, related to sponsorship of the SANA-013 FDA Program; |
| f) | all Liabilities arising
from any infringement claim or proceeding brought by any third party, including any governmental entity, related to events first occurring
before, at or after Closing; |
| g) | all Liabilities relating
to amounts required to be paid by or obligations of Buyer hereunder; and |
| h) | Debts to Fish & Richardson P.C. (“Fish”)
related to events first occurring before the Closing and totaling $92,026.01 (the “Fish Debt”), comprised of invoices/accounts
receivable in the amount of $69,561.01 and work in progress in the amount of $22,465.00. |
4
Exhibit 99.1
Lucy Scientific Discovery, Inc. Achieves Major
Milestone with
Successful Completion of its Acquisition of the Assets of Wesana Health
Company Forms Lucy Discoveries Holdings for Future
Research and Development
VANCOUVER, British Columbia, July 5, 2023 -- Lucy Scientific Discovery
Inc. (“Lucy” or “the Company”) (NASDAQ: LSDI) proudly announces the successful completion of its acquisition of Wesana
Health Inc.’s (“Wesana”) SANA-013 assets, marking a significant milestone in the field of mental health therapeutics. This acquisition
strengthens Lucy’s position as a leader in innovative drug development research and accelerates the development and commercialization
of this groundbreaking treatment.
SANA-013 is being developed for the treatment of several mental health
and central nervous system (CNS) related conditions, including Major Depressive Disorder (MDD), Migraine, Episodic Cluster Headaches,
and Trigeminal Neuralgia (TG). This novel combination allows both psilocybin and CBD to act in the brain, while also inducing a potent
anti-inflammatory effect that, together, leads to anti-depressant effects. According to Emergen Research, the global depression treatment
market size was $12.1 billion in 2019 and is expected to reach $16.1 billion in 2027, with a revenue CAGR of 3.9% from 2020-2027.
Lucy Scientific Discovery Inc. is also pleased to announce the formation
of Lucy Discoveries Holdings, a new entity that will serve as a platform for the continued advancement of psychedelic medicine research
and development. Lucy Discoveries Holdings will focus on expanding and diversifying Lucy’s portfolio of innovative therapies, catering
to the unmet needs of patients worldwide.
“We are delighted to finalize the acquisition of Wesana’s SANA-013
assets and announce the formation of Lucy Discoveries Holdings,” said Richard Nanula, Executive Chairman of the Board Lucy Scientific
Discovery Inc. “This strategic move significantly enhances our capabilities in the development of psychedelic medicine, reinforcing
our commitment to revolutionizing mental health treatments. We are excited about the opportunities ahead and the potential to positively
impact the lives of individuals around the world.”
“I am pleased to announce the sale of our highly anticipated
drug development program, SANA-013, to Lucy Scientific Discovery,” said, Daniel Carcillo, Wesana founder and Chief Executive Officer.
“This partnership will enable us to leverage Lucy’s resources, expertise, and global reach, solidifying our commitment to making
a lasting impact in the field of mental health and underscores the tremendous potential of SANA-013. Our team at Wesana Health has worked
tirelessly to develop this innovative program, and I am personally honored to be joining the exceptional team at Lucy, and together, we
will bring hope and healing to individuals worldwide, forging a brighter future for mental wellness.”
The completion of this acquisition and the establishment of Lucy Discoveries
Holdings position Lucy Scientific Discovery Inc. as a leader in the field of mental health therapeutics. With a robust pipeline of cutting-edge
treatments and a commitment to improving patient outcomes, Lucy is poised to make a profound impact on mental wellness.
About Lucy Scientific Discovery Inc.
Lucy Scientific Discovery Inc. (NASDAQ: LSDI)
is a licensed producer of compounds for medicinal products. Holding a Controlled Drugs and Substances Dealer’s License granted by Health
Canada’s Office of Controlled Substances, Lucy Scientific Discovery Inc. and its wholly-owned subsidiary, LSDI Manufacturing Inc., operate
under Part J of the Food and Drug Regulations promulgated under the Food and Drugs Act (Canada). This specialized license authorizes LSDI
to develop, sell, deliver, and manufacture pharmaceutical-grade active pharmaceutical ingredients (APIs) used in controlled substances
and their raw material precursors. Lucy’s focus is on pioneering innovative therapies for patients in need, and
through its lead candidate SANA-013, dedicated to advancing the understanding and applications of psychedelic medicine, improving mental
health outcomes, and enhancing well-being for individuals worldwide.
Note Regarding Forward-Looking
Statements
This press release may contain forward-looking statements. Forward-looking statements give our current expectations or
forecasts of future events. You can identify these statements by the fact that they are not related to historical or current facts. Forward-looking
statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability,
our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally
identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management
believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable
terminology. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance,
results of current and anticipated products, sales efforts, expenses, and the outcome. Most of these factors are outside Lucy’s
control and may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the occurrence
of any event, change or other circumstance that could give rise to the legality of this consumer product, (ii) inability to recognize
the anticipated benefits of the opportunity, which may be affected by, among other things, competition and the ability of the company
to grow and manage growth profitability, (iii) costs related to the production, (iv) the ability to implement business plans, forecasts,
and other expectations of the opportunity, as well as identify and realize additional opportunities, (v) the outcome of any legal proceedings
that may be instituted against Lucy following the announcement of the new product line, and (vi) other risks and uncertainties indicated
in the filings that are made from time to time with the SEC by Lucy (including those under the “Risk Factors” sections therein).
These statements are based on our management’s
expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information.
Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may
prove to be incorrect.
Media Contact:
NisonCo Public Relations
Michelle Melton
michelle@nisonco.com
Investor Contact:
Addo Investor Relations,
Inc.
lucyscientific@addo.com
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