Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
06 Junho 2023 - 4:15PM
Edgar (US Regulatory)
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 5,
2023
Lucy Scientific Discovery Inc.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
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001-41616 |
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Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
301-1321 Blanshard Street
Victoria, British Columbia, Canada |
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V8W 0B6 |
(Address of principal executive offices) |
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Shares, no par value |
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LSDI |
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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 8.01. Other Events.
On
June 5, 2023, Lucy Scientific Discovery Inc. (the “Company”) issued a press release announcing it has submitted
a non-binding proposal (the “Proposal”) to Pasithea Therapeutics Corp. (“Pasithea”)
to acquire all of the issued and outstanding shares of its common stock. Under the Proposal, the Company would offer $0.60 in cash and
$0.25 in the Company’s common stock for every share of Pasithea common stock, representing a value of $0.85 per share. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
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Lucy Scientific Discovery Inc. |
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Date: June 5, 2023 |
By: |
/s/ Christopher McElvany |
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Name: |
Christopher McElvany |
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Title: |
President and Chief Executive Officer |
2
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