Lucy Scientific Discovery, Inc.
(Note: Lucy Scientific Discovery Inc. downsized its IPO at pricing on Feb. 8, 2023, to 1.875 million shares – down from 2.0 million shares in the prospectus – and priced the IPO at $4.00, as planned, to raise $7.5 million. (Source: Company announcement on Feb. 8, 2023, after the U.S. stock market’s close.) Background: Lucy Scientific Discovery Inc. filed terms for its IPO in an S-1/A dated Dec. 14, 2022: 2.0 million shares at $4.00 to raise $8.0 million. **On Jan. 18, 2023, Lucy Scientific Discovery Inc., disclosed a Strategic Investment Agreement dated Jan. 16, 2023 – Please see note at the end of this IPO Profile. **Background on IPO’s structure: Lucy Scientific Discovery Inc. filed an S-1/A dated Nov. 14, 2022, in which it deleted the warrants from its IPO – now a stock-only deal with IPO proceeds estimated at about $10 million. In the Nov. 14, 2022, filing with the SEC, Lucy Scientific Discovery also switched sole book-runner – to WestPark Capital – from EF Hutton. Lucy Scientific Discovery filed its S-1 on Jan. 21, 2022; it submitted confidential IPO documents to the SEC on Sept. 27, 2021.)
We are an early-stage psychotropics contract manufacturing company focused on becoming the premier contract research, development, and manufacturing organization for the emerging psychotropics-based medicines industry. (Incorporated in British Columbia)
In August 2021, Health Canada’s Office of Controlled Substances granted us a Controlled Drugs and Substances Dealer’s Licence under Part J of the Food and Drug Regulations promulgated under the Food and Drugs Act (Canada), or a Dealer’s Licence.
In Canada, the psychedelic compounds that we are approved to produce under our Dealer’s Licence, psilocybin, psilocin, lysergic acid diethylamide, or LSD, N,N-Dimethyltryptamine, or N,N-DMT, and 3,4-Methylenedioxymethamphetamine, or MDMA, and 4-Bromo-2,5-Dimethoxybenzeneethanamine, or 2C-B, are regulated under the Controlled Drugs and Substances Act, or CDSA. Certain psychedelic substances, including psilocybin, psilocin, mescaline and DMT, are classified as Schedule III drugs and the CDSA prohibits the possession of a Schedule III drug absent authorization under the CDSA or a related regulation, and it is illegal to possess Schedule III substances without a prescription.
In the United States, these substances are classified under the Controlled Substances Act (21 U.S.C. § 811), or the CSA, and the Controlled Substances Import and Export Act, or the CSIEA, and as such, medical and recreational use is illegal under the U.S. federal laws.
An increasing number of the leading universities, hospitals and other public, private, and government institutions have launched research programs and are conducting clinical studies aimed at understanding the therapeutic potential of a range of psychedelic substances, including the John Hopkins Center for Psychedelic and Consciousness Research at Johns Hopkins University, the Imperial College of London Centre for Psychedelic Research, the Center for the Science of Psychedelics at the University of California, Berkeley, the Depression Evaluation Service at Columbia University, the Center for Psychedelic Psychotherapy and Trauma Research at the Icahn School of Medicine at Mount Sinai Health System, New York City’s largest academic medical system, and the Center for the Neuroscience of Psychedelics at Massachusetts General Hospital, among many others.
To address mounting demands for alternative therapies incorporating the use of psychedelics and other psychotropics, we intend to leverage our 25,000-square-foot facility near Victoria, British Columbia, for research, development, and large-scale production of high-quality biological raw materials, APIs, and finished biopharmaceutical products.
**Note: Revenue and net loss figures are in U.S. dollars for the 12 months that ended Sept. 30, 2022.
(Note: Lucy Scientific Discovery, Inc., disclosed in an S-1/A filing dated Jan. 18, 2023, the following regarding a Strategic Investment Agreement dated Jan. 16, 2023:
(“On January 16, 2023, we entered into a strategic investment agreement, or the Strategic Investment Agreement, with Hightimes Holding Corp., or Hightimes, 1252240 BC LTD, a wholly owned subsidiary of Hightimes, and Trans-High Corporation, a wholly owned subsidiary of Hightimes, pursuant to which Hightimes granted to us $833,333 of annual advertising and marketing credits, or Advertising Credits, for three consecutive years, in exchange for 625,000 of our common shares. The Advertising Credits enable us to advertise (i) on all Hightimes publications, including the Hightimes print and website publications, and (ii) at all festivals and events conducted by Hightimes. Unless earlier terminated pursuant to the terms of the Strategic Investment Agreement, the Strategic Investment Agreement will terminate on December 31, 2025, which term may be extended by the parties to the Strategic Investment Agreement upon such terms and conditions as the parties may mutually agree. Paul Abramowitz, one of our directors, is the stepfather of the Executive Chairman of Hightimes. Mr. Abramowitz’s biological son is a beneficial owner of Roma Ventures, LLC, or Roma Ventures, an entity that owns approximately 8.53% of our issued and outstanding common shares. Benjamin Windle is the investment manager of Roma Ventures and has sole voting and investment control with respect to our common shares held by the Roma Ventures. Each of the Executive Chairman of Hightimes, Mr. Abramowitz and Roma Ventures are shareholders of Hightimes. The sale of the above common shares were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.”)
|Address||301-1321 Blanshard Street Victoria, British Columbia V8W 0B6 Canada|
|Phone Number||(778) 410-5195|
|View Prospectus:||Lucy Scientific Discovery, Inc.|
|Revenues||$0 mil (last 12 months)|
|Net Income||$-5.89 mil (last 12 months)|
|Price range||$4.00 - $4.00|
|Est. $ Volume||$7.5 mil|
|Manager / Joint Managers||WestPark Capital|
|Expected To Trade:||2/9/2023|
|Quiet Period Expiration Date:||Available only to Subscribers|
|Lock-Up Period Expiration Date:||Available only to Subscribers|
|SCOOP Rating||Available only to Subscribers|
|Rating Change||Available only to Subscribers|