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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): May 21, 2024
Lucy Scientific Discovery Inc.
(Exact
name of registrant as specified in its charter)
British Columbia, Canada |
|
001-41616 |
|
Not
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
3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on May 7, 2024, Lucy Scientific Discovery, Inc. (the “Company”) received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that based on the review of the Nasdaq
staff (the “Staff”), the Company’s lack of compliance with the requirement that a listed company’s stockholders’
equity be at least $2.5 million pursuant to Nasdaq Listing Rule 5550(b) (the “Minimum Stockholders’ Equity Requirement”),
would have lead to the suspension of the trading of the Company’s common shares at the opening of business on May 16, 2024. The
Company needed to appeal the delisting determination by May 14th and request a hearing before an independent Nasdaq Hearings
Panel (the “Panel”) to avoid this trading suspension.
The
Company timely submitted its appeal and has a hearing scheduled for June 25, 2024 before a Panel regarding its plan to regain compliance
with the Minimum Stockholders’ Equity Requirement.
On
May 21, 2024, the Company received a letter from the Staff stating that, per Nasdaq Listing Rule 5250(c)(1) (the “Filings Rule”),
the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2024, which serves as an additional
basis for delisting the Company’s securities from Nasdaq.
The
Company intends to request the continued listing of its common shares on Nasdaq pending its compliance with the Stockholders’ Equity
Rule and the Filings Rule. However, there can be no assurance that the Panel will grant the Company’s request or that the Company
will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq.
On
May 28, 2024, the Company issued a press release discussing the May 21st letter from the Staff regarding the Filings Rule
deficiency. The press release is filed hereto as Exhibit 99.1.
Item
9.01. 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: May 28, 2024 |
By: |
/s/
Richard Nanula |
|
Name: |
Richard Nanula |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Lucy Scientific Discovery Inc. Receives
Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)
May 28, 2024
VANCOUVER, British Columbia--(BUSINESS WIRE)--
May 28, 2024-- Lucy Scientific Discovery Inc. (NASDAQ: LSDI), a Company dedicated to advancing the understanding and applications
of psychotropic medicines, improving mental health outcomes, and enhancing well-being for individuals worldwide announces that it has
a hearing scheduled for June 25, 2024 before a Nasdaq Hearings Panel (the “Panel”) regarding its plan to regain compliance
with Nasdaq Listing Rule 5550(b) (the “Stockholders’ Equity Rule”).
On May 21, 2024, the Company received a letter
from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) that, per Nasdaq Listing Rule 5250(c)(1)
(the “Filings Rule”), the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31,
2024, which serves as an additional basis for delisting the Company’s securities from Nasdaq.
The Company intends to request the continued
listing of its common shares on Nasdaq pending its compliance with the Stockholders’ Equity Rule and the Filings Rule. However,
there can be no assurance that the Panel will grant the Company’s request or that the Company will ultimately regain compliance
with all applicable requirements for continued listing on Nasdaq.
About Lucy Scientific Discovery Inc.
Lucy Scientific Discovery Inc. (NASDAQ:
LSDI) is a Nasdaq-listed company with holdings and operations in a variety of psychotropic businesses. Lucy Scientific Discovery
Inc. is dedicated to advancing the understanding and applications of psychotropic medicines, improving mental health outcomes, and
enhancing well-being for individuals worldwide.
Cautionary 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 do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties
and include statements regarding, among other things, our ability to regain compliance with Nasdaq’s stockholders’ equity
rule and the filings rule. 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 are difficult to predict. Factors that may cause actual future
events to differ materially from the expected results, include, but are not limited to: (i) the ability to implement business plans and
forecasts and (ii) 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.
These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements
are reasonable, our expectations may prove to be incorrect.
Investor Contact:
Addo Investor Relations, Inc.
lucyscientific@addo.com
Source: Lucy Scientific Discovery
Inc.
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