UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on September 12, 2023, Lucy Scientific Discovery, Inc. a corporation existing under the laws of the Province of British Columbia (“Lucy Scientific” or “Acquiror”), 1438430 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (“SubCo”) and Bluesky Biologicals Inc., a corporation existing under the laws of the Province of British Columbia (“Bluesky” or “Acquiree”), entered into that certain Amalgamation Agreement (the “Agreement”), pursuant to which Acquiree and SubCo agreed to form a new amalgamated company (“Amalco”) and, pursuant to a three-cornered amalgamation, Lucy Scientific was to issue certain of its securities to the securityholders of Acquiree in exchange for common shares of the Amalco.
On March 5, 2024, Lucy Scientific terminated the Agreement pursuant to Article 6.1 of the Agreement. Lucy Scientific terminated the Agreement on the basis of the failure of Bluesky to timely provide audited financial statements.
In accordance with Article 7.1 of the Agreement, if any of the conditions contained in Article 6 were not fulfilled or performed by December 31, 2023, either party was able to terminate the Agreement by notice in writing to the other party.
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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 hereunto duly authorized.
Date: March 12, 2024
| Lucy Scientific Discovery, Inc. | |
| /s/ Richard Nanula | |
| Richard Nanula | |
| Chief Executive Officer & Executive Chairman |
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