LSDI Lucy Scientific Discovery Inc

 

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 14^th 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 21^st 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

 

Exhibit Number		Description
99.1		Press Release of Lucy Scientific Discovery, Inc., dated May 28, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	May 21, 2024
Entity File Number	001-41616
Entity Registrant Name	Lucy Scientific Discovery Inc.
Entity Central Index Key	0001865127
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	301-1321 Blanshard Street
Entity Address, Address Line Two	Victoria
Entity Address, City or Town	British Columbia
Entity Address, Country	CA
Entity Address, Postal Zip Code	V8W 0B6
City Area Code	778
Local Phone Number	410-5195
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	LSDI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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