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Form 6-K FSD Pharma Inc. For: Jul 27

July 27, 2021 9:24 AM EDT
UNITED 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          July             , 20     21          . Commission File Number     001-39152          
 
FSD PHARMA INC.
(Translation of registrant’s name into English)

 
First Canadian Place, 100 King Street West, Suite 3400, Toronto, ON M5X 1A4, 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): ____
 

 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
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):           
 

 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Exhibit 99.1 to this Form 6-K is hereby filed and incorporated by reference into the registrant’s Registration Statement on Form F-10 (Commission File No. 333-236780).

EXPLANATORY NOTE

This Form 6-K is being filed solely to incorporate by reference Exhibit 99.1 to this Form 6-K into the registrant’s Registration Statement on Form F-10 (Commission File No. 333-236780).


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.

 
 
 
FSD Pharma Inc.
 
 
 
(Registrant)
 
 
 
 
Date   July 27, 2021
 
By /s/ Nathan Coyle
 
 
 
(Signature) *
 
 
 
Nathan Coyle, Chief Financial Officer
 
 
 
 
 
__________________
 
* Print the name and title under the signature of the signing officer.          
 


EXHIBIT INDEX
 
 

Exhibit 99.1

FSD Pharma Inc. Announces Termination of Chief Executive Officer Dr. Raza Bokhari for Cause

Appoints Anthony Durkacz as Interim Chief Executive Officer and Reinstates Zeeshan Saeed as President

TORONTO--(BUSINESS WIRE)--July 27, 2021--FSD Pharma Inc. (Nasdaq: HUGE) (CSE: HUGE) (FRA:0K9) (the “Company” or “FSD”) announced today that the board of directors had terminated the employment of the Company’s Chief Executive Officer, Dr. Raza Bokhari for cause.

As previously disclosed by the Company, Dr. Bokhari was placed on administrative leave following the Company’s shareholder meeting on May 14, 2021 while a special committee (the “Special Committee”) comprised of two independent directors investigated various concerns regarding Dr. Bokhari’s actions in his capacity as the Company’s Chief Executive Officer. The Special Committee retained an international law firm to act as its independent legal advisors. Following the completion of its investigation, the Special Committee made a recommendation to the Company’s board of directors and the board unanimously determined to terminate Dr. Bokhari’s employment with the Company for cause. Amongst several findings made by the special committee and the international law firm, only a few of the reasons for Dr. Bokhari’s termination are misconduct including breaching court orders, the improper issuance of shares, and attempts to misappropriate Company funds in breach of his employment obligations. Anthony Durkacz, Zeeshan Saeed and Donal Carroll, directors who have been named by Dr. Bokhari in litigation, abstained from voting on the matter.

The Company’s board of directors has appointed Anthony Durkacz as the Company’s interim Chief Executive Officer and Zeeshan Saeed was reinstated as the Company’s President. “The Company now has the benefit of a strong board of directors who bring with them highly-relevant experience and knowledge,” said Anthony Durkacz. “I look forward to continue working with them to restore FSD and realize its full potential.”

Messrs. Durkacz and Saeed noted the progress the Company has made since its last shareholder meeting in working toward the goals stated by the concerned shareholders in their April 24, 2021 information circular. In particular, the Company (i) has effectively renewed its focus on acquiring biotechnology assets and is currently evaluating a number of strategic investment and acquisition opportunities, (ii) engaged a prominent biotechnology investment firm and is completing an audit of its Phase 2 Clinical Trial to determine its viability, (iii) retained an independent advisor to evaluate more broadly its principal drug compound, ultramicronized palmitoylethanolamide (PEA), or FSD201, in order to evaluate its current commercial viability, (iv) engaged a third party to conduct a forensic audit of prior compensation and expenses, (v) effectively resolved an outstanding claim against the Company relating to a former employee and (vi) developed a more robust investor relations function by engaging KCSA, to better communicate FSD’s value to the investment community.

“As we move forward, we look forward to providing further updates to shareholders in the coming weeks,” said Zeeshan Saeed, the Company’s newly re-appointed President. “We remain committed to fulfilling all of the strategic and operational goals outlined in our communications to shareholders prior to the May 14, 2021 shareholder meeting.”

About FSD Pharma

FSD Pharma Inc. (www.fsdpharma.com) is a publicly-traded holding company.

FSD BioSciences, Inc., a wholly-owned subsidiary, is a specialty biotech pharmaceutical R&D company focused on developing multiple applications of its lead compound, ultramicro PEA by down-regulating the cytokines to effectuate an anti-inflammatory response.

Forward Looking Information

Certain statement 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 audit of the Company’s clinical trial, the independent evaluation of the commercial viability of its principal drug compound, the completion of a forensic audit of past compensation and expenses and the statements made by Anthony Durkacz and Zeeshan Saeed regarding restoring FSD and fulfilling strategic and operational goals outlined in prior communications to shareholders. 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.

Contacts

For additional information, please contact:
Anthony Durkacz
[email protected]

Zeeshan Saeed
[email protected]



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