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Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 6, 2023


(Exact name of registrant as specified in its charter)


British Columbia, Canada   001-41616   Not Applicable
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


301-1321 Blanshard Street

Victoria, British Columbia, Canada V8W 086

(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 12(b) of the Act:


Title of class   Trading symbol   Name of exchange on which registered
Common Shares, no par value   LSDI   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


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.


On September 6, 2023, Lucy Scientific Discovery, Inc. (“Lucy Scientific” or “Buyer”) entered into that certain Stock Purchase Agreement (the “Agreement”) with Hightimes Holding Corp., a Delaware corporation (“Hightimes” or “Seller”). The Seller owns all of the issued and outstanding shares of common stock (the “Company Shares”) of HT-Lucy Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the Agreement, the Seller agreed to sell to the Buyer all of the Company Shares upon the terms and subject to the conditions of the Agreement (the “Transaction”).


In exchange for the Company Shares, the Buyer shall pay the Seller as consideration (i) the number of shares of common stock of the Buyer (“Buyer Common Stock”) that represents 19.9% of the total issued and outstanding shares of Buyer Common Stock at the Closing (as defined in the Agreement); and (ii) semi-annual earn-out payments (the “Earn-Out Payments”) payable for the five (5) consecutive fiscal years ending on June 30, 2029, in amounts equal to three (3) times the Adjusted EBITDA of the Company calculated pursuant to the terms of the Agreement. The Buyer has discretion to pay the Earn-Out Payments with either Buyer Common Stock or cash.


At the Closing, Buyer will also cause the Company to enter into an intellectual property license agreement pursuant to which the Company will grant to an affiliate of the Seller the exclusive right and license to utilize certain intellectual property rights to operate retail stores and to manufacture and sell THC products in the United States.


The Agreement contains representations, warranties, covenants, and indemnification obligations of the parties customary for a transaction of this nature.


The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and are incorporated by reference herein.


Item 3.02 Unregistered Sales of Equity Securities.


The information contained above in Item 1.01 related to the Agreement is hereby incorporated by reference into this Item 3.02. The Buyer Common Stock to be issued to the Seller pursuant to the Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.


Item 7.01. Regulation FD Disclosure


On September 7, 2023, Lucy Scientific issued a press release (the “Press Release”) announcing that it had entered into the Agreement. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and in Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Exhibits.


(d) Exhibits


Exhibit Number   Description
2.1   Stock Purchase Agreement, by and among Lucy Scientific Discovery, Inc., Hightimes Holding Corp. and HT Distribution Company, LLC, dated September 6, 2023.
99.1   Press Release of Lucy Scientific Discovery, Inc., dated September 7, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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 hereunto duly authorized.


Date: September 8, 2023


Lucy Scientific Discovery, Inc.  
/s/ Richard Nanula  
Richard Nanula  
Chief Executive Officer & Executive Chairman