THCC Healing Company Inc (PK)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number:  000-1492617

For period ended:  June 30, 2022

For the Transition Period Ended: N/A

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

The Healing Company Inc.

Full Name of Registrant

Former Name if Applicable: N/A

11^thFloor, Ten Grand Street,

Address of Principal Executive Office (Street and Number):

Brooklyn, New York 11249

City, State and Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.

PART III - NARRATIVE

The Healing Company Inc. (the “Registrant”) is unable to timely file its Annual Report on Form 10-K for the period ended June 30, 2022, without unreasonable effort and expense. The delay in completion of the report is a result of the recent change of business and acquisition of a business operating in Germany for which the Company requires additional time to review and finalize consolidated financial statements. The Registrant expects to file the Form 10-K on or before Thursday, October 13, 2022.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes  ☒    No ☐ 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes  ☒    No   ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

During the year ended June 30, 2022, the Company has reported substantial increases in operating costs including management fees, professional fees, consulting fees, stock-based compensation, and other operational overhead.  Increases relate to the Company’s change of business, including the acquisition of controlled subsidiary NOEO GmbH, a German company (“NOEO”) operating in the wellness segment and currently focused on three key products which include mushroom joint, memory and digestive complexes, completed on March 10, 2022. Further the Company raised gross proceeds of $10 million during the fiscal year ended June 30, 2022, by way of sale of 5,000,000 shares of seed preferred common stock at $2.00 per share. During the current fiscal year ended June 30, 2022, the Company expects to report net losses of approximately $8.3 million of which $5.3 million relate to stock based compensation expenses with respect to certain stock options and awards granted during the current year, as compared to $113,347 in net losses during the comparative fiscal year ended June 30, 2021.

The Healing Company Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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