Form 6-K FSD Pharma Inc. For: Sep 24
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: September 2021
Commission File Number: 001-39152
FSD PHARMA INC.
(Translation of registrant's name into English)
199 Bay St., Suite 4000
Toronto, Ontario M5L 1A9, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
INCORPORATION BY REFERENCE
The Registrant's Material Change Report dated September 21, 2021 (regarding the completion of the acquisition of 100% of the issued and outstanding shares of Lucid Psycheceuticals Inc.), included as Exhibit 99.1 of this Form 6-K (Commission File No. 001-39152), furnished to the Commission on the date hereof, is incorporated by reference into the Registrant's Registration Statements on Form F-10 (Commission File Nos. 333-236780 and 333-254995).
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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FSD Pharma Inc. (Registrant) |
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| Date: September 24, 2021 | By: | /s/ Nathan Coyle |
| Nathan Coyle, Chief Financial Officer | ||
EXHIBIT INDEX
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Exhibit |
Description |
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
FSD Pharma Inc. (the "Company")
199 Bay Street
Suite 4000
Toronto, Ontario
M5L 1A9
Item 2 Date of Material Change
September 21, 2021
Item 3 News Release
A news release (the "News Release") describing the material change was issued by the Company through the facilities of Business Wire and subsequently filed on the SEDAR profile of the Company. A copy of the News Release is attached hereto as Schedule "A".
Item 4 Summary of Material Change
On September 21, 2021, the Company completed the previously announced acquisition of 100% of the issued and outstanding shares of Lucid Psycheceuticals Inc. ("Lucid"), a Canadian-based specialty psychedelic pharmaceutical company focused on the development of therapies to treat critical neurodegenerative diseases, for approximately CAD$11.3 million (US$8.9 million) in shares of the Company (the "Transaction").
Item 5 Full Description of Material Change
The Transaction was completed by way of a three-cornered amalgamation between Lucid, the Company and a wholly-owned subsidiary of the Company. The Transaction involved the issuance of 4,502,392 Class B subordinate voting shares in the capital of FSD Pharma (each, an "FSD Share") as the acquisition consideration, with a deemed aggregate purchase price of approximately CAD$11.3 million (US$8.9 million based on an exchange rate of US$1 to CAD$1.2721) at a deemed price of CAD$2.51 (approximately US$1.97) per FSD Share. Shareholders of Lucid received 0.0412 FSD Shares for each Lucid common share held (the "Exchange Ratio"). Additionally, all of the outstanding Lucid stock options and warrants became exercisable into FSD Shares, with the number and exercise price of such securities adjusted in accordance with the Exchange Ratio.
Shareholder approval for the Transaction was obtained at a special meeting of Lucid shareholders held on September 13, 2021.
As of immediately after the completion of the Transaction, 40,557,896 FSD Shares were issued and outstanding.
Further details regarding the terms of the Transaction are set out in the Master Agreement dated August 25, 2021 among the Company, Lucid and a wholly-owned subsidiary of the Company (the "Master Agreement"). The Master Agreement and related documents have been filed on the Company's profile on SEDAR at www.sedar.com.
Immediately prior to closing of the Transaction, Anthony Durkacz, a director and control person of the Company, was also a shareholder and warrant holder of Lucid, through a company he beneficially owns, and consequently the Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Through his ownership interest in First Republic Capital Corporation ("FRCC"), Mr. Durkacz held an approximately 4.5% indirect ownership interest in Lucid prior to the Transaction. As a result of the Transaction, the 7,400,000 Lucid common shares held by FRCC were exchanged for 304,880 FSD Shares. Through his indirect ownership interest in FRCC, Mr. Durkacz's indirect ownership interest in the Company increased by 0.404% (calculated on a fully-diluted basis taking into account all outstanding Company options and warrants, FSD Shares issued in connection with the Transaction and those FSD Shares to be issued upon the exercise of the outstanding Lucid warrants). FRCC also held the following broker warrants previously granted by Lucid in connection with financing activities: (i) 1,122,392 warrants, each exercisable to acquire a Lucid common share at $0.05 (which, as a result of the Transaction, have become 46,217 warrants, each exercisable to acquire one FSD Share for $1.21); and (ii) 1,600,000 warrants, each exercisable to acquire a Lucid common share at $0.10 (which, as a result of the Transaction, have become 65,885 warrants, each exercisable to acquire one FSD Share for $2.42). The warrants having an exercise price of $2.42 per FSD Share are not currently in the money. If FRCC were to exercise all of the warrants held by it, it would acquire an additional 112,260 FSD Shares. Through his indirect ownership interest in FRCC, Mr. Durkacz's indirect ownership interest in the Company would increase by a further 0.135% (calculated on a fully-diluted basis in the manner described above).
Mr. Durkacz declared his interest to the Company's board of directors ("Board") and recused himself from the Board's consideration and approval of the Transaction. Mr. Durkacz did not participate in the negotiation of the Transaction. The Board considered the possible Transaction in the context of evaluating the Company's existing business and strategic options. These considerations took place over the course of five formal board meetings and an informal strategic planning session. The Board determined that the Transaction would be exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis of the exemptions in Sections 5.5(a) and 5.7(1)(a) of MI 61-101; however, prior to reaching its decision to proceed with the Transaction, the Board obtained an opinion from an independent financial advisor that the consideration to be paid by the Company in the Transaction was fair to the Company, from a financial perspective.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Further information regarding the matters described in this report may be obtained from Anthony Durkacz, Co-Executive Chair of the Board of Directors of FSD Pharma Inc., who is knowledgeable about the details of this material change and may be contacted at 1-844-978-3540 or [email protected].
Item 9 Date of Report
September 24, 2020
SCHEDULE "A"
(see attached)
FSD Pharma Announces Closing of Lucid Psycheceuticals Acquisition
Lucid Adds Potential for Neurodegenerative Disease Treatments and Mental Health in a Novel Way
TORONTO--(BUSINESS WIRE)--September 21, 2021--FSD Pharma Inc. (NASDAQ: HUGE) (CSE: HUGE) (FRA: 0K9) ("FSD Pharma" or the "Company"), a life sciences holding company dedicated to building a portfolio of assets and biotech solutions, is pleased to announce the completion of the previously announced acquisition of 100% of the issued and outstanding shares of Lucid Psycheceuticals Inc. ("Lucid"), a Canadian-based specialty psychedelic pharmaceutical company focused on the development of therapies to treat critical neurodegenerative diseases, for approximately CAD$11.3 million (US$8.9 million) in FSD Pharma stock (the "Transaction").
In connection with the transaction, Dr. Lakshmi P. Kotra, B.Pharm.(Hons), Ph.D., Lucid's co-founder, Senior scientist at Krembil Brain Institute, University Health Network ("UHN"), and Professor of Medicinal Chemistry at the University of Toronto, has joined FSD Pharma as CEO of Lucid, which will be the Company's wholly-owned subsidiary. In that newly created role, he will continue to assess and advance FSD Pharma's innovative drug development programs.
"The acquisition of Lucid represents a positive and exciting step in pursuit of our strategic objectives at FSD Pharma, as we advance a diversified pipeline of novel, patent-protected drug candidates. These are leading edge molecules to target therapies for mental health disorders and neurodegenerative diseases in a totally unique way, through the regulatory process," said Anthony Durkacz, Interim CEO of FSD Pharma. "We are excited that Dr. Kotra, an award-winning researcher and accomplished executive with experience in drug discovery and clinical development, will now be leading this effort."
Dr. Kotra commented, "Energized by the tremendous opportunity that the combination of the two companies represents, I am thrilled to join the FSD Pharma team at this pivotal time as it works to accelerate the development of a robust pipeline of innovative treatments that address significant unmet needs in neurodegenerative and mental health disorders. Lucid recently licensed novel compounds from UHN for the potential treatment of neurodegenerative disorders, such as multiple sclerosis, and is also developing a psychedelics-class of compounds for mental health disorders. These add to the current anti-inflammatory pipeline under development at FSD. As we move forward, we will be adding complementary expertise to the Company's team, as well as partnering with experienced organizations globally. We are laser focused on completing advanced preclinical studies and scale-up activities to successfully move FSD Pharma's assets through the clinical trials. This transformative transaction is a mutually synergistic step toward addressing total brain health, and the Company's team is excited at the new possibilities and therapeutics."
Hance Clarke, M.D., Ph.D., an anesthesiologist, renowned pain specialist, Director of Pain Services at Toronto General Hospital, and expert scientific advisor for Lucid, said, "I am pleased to see FSD Pharma and Lucid combining expertise to fuel research and development efforts for novel therapies. Lucid has a truly exciting pipeline and stellar team leading the progress of novel therapeutics for mental health and neurodegenerative disorders."
Eleanor N. Fish, Ph.D., Professor, University of Toronto Faculty of Immunology and Emerita Scientist, UHN, who is a world-renowned immunologist and cytokines expert, commented, "I am delighted at the news of FSD Pharma's acquisition of Lucid, which under Dr. Kotra's leadership, is developing exciting technologies for the treatment of multiple sclerosis and mental health challenges. I am very hopeful these next generation therapeutics will reach patients to address this unmet clinical need."
"Congratulations to Lucid and FSD Pharma on taking this important step to accelerate potential treatment options for patients with multiple sclerosis based on technology developed at UHN. Working with our industry partners on moving our research forward means working together to create a healthier world," says Mark Taylor, Director, Commercialization, University Health Network.
Transaction Details
The Transaction was completed by way of a three-cornered amalgamation between Lucid, the Company and a wholly-owned subsidiary of the Company. The Transaction involved the issuance of approximately 4.5 million Class B subordinate voting shares in the capital of FSD Pharma (each, an "FSD Share") as the acquisition consideration, with a deemed aggregate purchase price of approximately CAD$11.3 million (US$8.9 million based on an exchange rate of US$1 to CAD$1.2721) at a deemed price of CAD$2.51 (approximately US$1.97) per FSD Share. Additionally, all of the outstanding Lucid stock options and warrants became exercisable into FSD Shares, with the number and exercise price of such securities adjusted in accordance with the Transaction's exchange ratio.
Shareholder approval for the Transaction was obtained at a special meeting of Lucid shareholders held on September 13, 2021.
As of immediately after the completion of the Transaction, 40,557,896 FSD Shares were issued and outstanding.
Further details regarding the terms of the Transaction are set out in the Master Agreement dated August 25, 2021 among the Company, Lucid and a wholly-owned subsidiary of the Company (the "Master Agreement"). The Master Agreement and related documents have been filed on the Company's profile on SEDAR at www.sedar.com.
About FSD Pharma
FSD Pharma is a life sciences holding company dedicated to building a portfolio of diversified therapeutic assets and innovative healthcare and biotech services. Currently, FSD is actively pursuing potential acquisition targets in the healthcare and biotech space to bring innovative treatments to market to treat various mental health disorders and neurodegenerative diseases. www.fsdpharma.com
About Lucid Psycheceuticals
The brain is the ultimate frontier in health research. Depression, anxiety, dementia and similar conditions often are prodromes to more serious neurodegenerative diseases, such as Multiple sclerosis, Alzheimer's disease and Parkinson's disease. Inspired by the mechanisms of action of psychedelics, and the need for therapeutics to prevent, and possibly reverse, neurodegeneration, Lucid is exploring novel therapies to address total brain health, i.e. mind and biology behind it! For more information, please visit www.lucidpsycheceuticals.com.
Forward Looking Information
Certain statements contained herein are "forward-looking statements". Often, but not always, forward-looking statement can be identified by the use of words such as "plans", "expects", "expected", "scheduled", "estimates", "intends", "anticipates" or "believes", or variations of such words and phrases, or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements contained in this press release include the comments made with respect to the Company's acquisition of Lucid, the development and commercialization of potential treatments for neurodegenerative and mental health disorders, the development of the Company's current anti-inflammatory pipeline, partnering projects with other organizations globally and the advancement and completion of preclinical and clinical studies and scale-up activities, and the statements made by Mr. Durkacz and Dr. Kotra regarding the foregoing. FSD cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.
Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. The Company cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Factors that may cause such material differences include without limitation: the fact that Lucid's drug development efforts are at a very early stage; the fact that preclinical drug development is uncertain, and some of Lucid's drug product candidates may never advance to clinical trials; the fact that results of preclinical studies and early-stage clinical trials may not be predictive of the results of later stage clinical trials; the uncertain outcome, cost, and timing of Lucid's product development activities, preclinical studies and clinical trials; the uncertain clinical development process, including the risk that clinical trials may not have an effective design or generate positive results; the potential inability to obtain or maintain regulatory approval of Lucid's drug product candidates; the introduction of competing drugs that are safer, more effective or less expensive than, or otherwise superior to, Lucid's drug product candidates; the initiation, conduct, and completion of preclinical studies and clinical trials may be delayed, adversely affected, or impacted by COVID-19 related issues; the potential inability to obtain adequate financing; the potential inability to obtain or maintain intellectual property protection for Lucid's drug product candidates; and other risks. Further information regarding factors that may cause actual results to differ materially are included in the Company's annual and other reports filed from time to time with the Canadian Securities Administrators on SEDAR (www.sedar.com) and with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov) under the heading "Risk Factors." Any forward-looking statement contained in this release speaks only as of its date. The Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.
Contacts
Company Contact:
Zeeshan Saeed, President, Founder and Director, FSD Pharma Inc.
Email: [email protected]
Telephone: (416) 854-8888
Investor Relations & Media Contact:
KCSA Strategic Communications
Email: [email protected]
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