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 March, 2020
Commission File Number: 001-39152
FSD PHARMA INC.
(Translation of registrant's name into English)
520 William Street
Cobourg, Ontario
K9A 3A5
(Address of principal executive offices)
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 [ X ]
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):
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. |
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(Registrant) |
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Date: March 23, 2020 |
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By: /s/ Donal Carroll |
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Name: Donal Carroll |
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Title: Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number |
Description |
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99.1 | |
99.2 | Early Warning News Release dated March 20, 2020 |
99.3 | Notice of Meeting and Record Date dated March 20, 2020 |
FSD Pharma Takes Steps to Mitigate the Impact of COVID-19 on its Cannabis Production Facility in Cobourg, Ontario
TORONTO (March 23, 2020) - FSD Pharma Inc. (Nasdaq: HUGE) (CSE: HUGE.CN) (FRA: 0K9A) ("FSD Pharma" or the "Company") today announced that it has taken steps to mitigate the impact of the novel coronavirus SARS-CoV-2 pandemic on its wholly-owned subsidiary, FV Pharma Inc. ("FV Pharma"), a licensed producer under Canada's Cannabis Act and Regulations, and its facility in Cobourg, Ontario. The Company's actions are aligned with evolving guidance from provincial and local Canadian health officials.
Effective immediately, FSD Pharma management has implemented a systematic and orderly scale back of FV Pharma's cultivation operations and a furlough policy for its workforce, except for certain personnel working staggered shifts to ensure continuity of operations and licensure. The Company has also closed its facility to collaboration partners and ceased their operations.
"Following a COVID-19 Declaration of Emergency by the Government of Ontario and confirmation of the presence of coronavirus infections in the town of Cobourg with nearly 19,000 residents, we have taken necessary steps to ensure the safety of FV Pharma's employees, the Cobourg community and our in-facility partners," said Raza Bokhari, MD, Executive Co-Chairman & CEO. "The COVID-19 pandemic is rapidly shifting and we have assembled a working group within FSD Pharma to perpetually monitor the unprecedented market realities that are shaping the local and global business landscape. We are putting forth our best efforts to make deliberate, definitive and difficult decisions to mitigate any present and future setbacks. We are committed to persevere through these unchartered times and are prepared to recalibrate our strategic objectives and deliverables to adapt to the new normal that is emerging. We are confident that we are resiliently positioned to continue to advance our specialty pharmaceutical R&D efforts to target the endocannabinoid system of the human body."
About FSD Pharma
FSD Pharma Inc. (Nasdaq: HUGE; CSE: HUGE.CN; FRA: 0K9A) is a publicly traded holding company, since May 2018.
FSD BioSciences Inc., a wholly-owned subsidiary, is a specialty biotech pharmaceutical R&D company focused on developing over time a robust pipeline of FDA-approved synthetic compounds targeting the endocannabinoid system of the human body to treat certain diseases of the central nervous system and autoimmune disorders of the skin, GI tract, and the musculoskeletal system.
Through its acquisition of Prismic Pharmaceuticals in 2Q19, FSD BioSciences Inc. is also making an effort to help address the opioid crisis by developing opioid-sparing prescription drugs utilizing the micronized formulations of palmitolylethanolamide (PEA).
The Company has Phase 1 first-in-human safety and tolerability trials for its lead candidate, FSD 201 micro-PEA, currently underway in Australia by principal researcher Jason Lickliter, MD, Chief Medical Officer of Nucleus Network.
FSD's wholly-owned subsidiary, FV Pharma, is a licensed producer under Canada's Cannabis Act and Regulations, having received its cultivation license on October 13, 2017, and its full Sale for Medical Purposes license on June 21, 2019. The Company
is licensed to cultivate cannabis in approximately 25,000 square feet of its facility in Cobourg, Ontario.
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its regulation services provider accept responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "Forward-Looking Information"). Forward-Looking Information includes, but is not limited to, information with respect to FSD Pharma's strategy, plans or future financial or operating performance, receipt of any U.S. Food and Drug Administration ("FDA") approvals, development of any FDA approved synthetic compounds, the successful treatment of diseases by such compounds, the ability to address the opioid crisis, the development of opioid sparing prescription drugs utilizing the micronized formulations of palmitolylethanolamide ("PEA"), the intention and timing of the initiation of Phase 1 first-in-human safety and tolerability trials for PP 101 micro-PEA, maintenance of FSD Pharma's Cannabis Act License, the ability to cultivate and sell cannabis produced in FSD Pharma's facility, the progress and funding of the CBD Research Project, the ability and technical feasibility of algae being utilized to produce pharmaceutical-grade cannabinoids and the ultimate success of the CBD Research Project, the production of prescription drugs that can treat diseases affecting the central nervous system, and related royalty fees. The use of words such as "budget", "intend", "anticipate", "believe", "expect", "plan", "forecast", "future", "target", "project", "capacity", "could", "should", "focus", "proposed", "scheduled", "outlook", "potential", "estimate" and other similar words, and similar expressions and statements relating to matters that are not historical facts, or statements that certain events or conditions "may" or "will" occur, are intended to identify Forward-Looking Information and are based on FSD Pharma's current beliefs or assumptions as to the outcome and timing of such future events. Such beliefs or assumptions necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such Forward‐Looking Information. Forward‐Looking Information is not a guarantee of performance. The Forward-Looking Information contained in this press release is made as of the date hereof, and FSD Pharma is not obligated to update or revise any Forward-Looking Information, whether as a result of new information, future events or otherwise, except as required by law. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on Forward Looking-Information. The foregoing statements expressly qualify any Forward-Looking Information contained herein.
For further information:
Sandy Huard, Head of Communications, FSD Pharma, Inc.
sandy@fsdpharma.com
(647) 864-7969
Investor Relations
IR@fsdpharma.com
www.fsdpharma.com
Or
LHA Investor Relations
Sanjay M. Hurry
shurry@lhai.com
(212) 838-3777
# # #
EARLY WARNING NEWS RELEASE
TORONTO, ONTARIO, March 20, 2020 – Dr. Raza Bokhari, Executive Co-Chairman and Chief Executive Officer of FSD Pharma Inc. (the "Company"), announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids ("MI 62-104") and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers ("NI 62-103") of the Canadian Securities Administrators for securities of the Company.
Dr. Bokari intends to file an early warning report in connection with the acquisition (collectively, the "Acquisition") of 24 class A multiple voting shares ("Class A Shares") of the Company pursuant to private agreements with Zeeshan Saeed (as to 12 Class A Shares) and Anthony Durkacz (as to 12 Class A Shares) (Mr. Saeed and Mr. Durkacz are together referred to as the "Selling Shareholders" and each, as a "Selling Shareholder"). Mr. Durkacz is the Co-Chairman and a director of the Company, and Mr. Saeed is the President and a director of the Company.
Immediately prior to the Acquisition, Dr. Bokhari controlled zero Class A Shares. Following the Acquisition, Dr. Bokhari controls 24 Class A Shares, representing 33.3% of the outstanding Class A Shares. Each Class A Share has 276,660 votes attached to such share at meetings of the shareholders of the Company.
The Class A Shares acquired by Dr. Bokhari were originally issued to Thomas Fairfull, co-founder and former director and officer of the Company. Upon his retirement from the Company, Mr. Fairfull entered into an agreement to transfer his Class A Shares to Messrs. Durkacz and Saeed. Messrs. Durkacz and Saeed subsequently agreed to transfer these Class A Shares to Dr. Bokhari in recognition of Dr. Bokhari's substantial contributions since joining the Company in 2018.
In accordance with applicable securities laws, Dr. Bokhari may, from time to time and at any time, acquire additional equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
Dr. Bokhari is relying on the "private agreement" exemption from formal take-over bid requirements set out in Section 4.2 of MI 62-104 in that: (i) the transaction took place solely between Dr. Bokhari and each Selling Shareholder; (ii) no bid was made by Dr. Bokhari to any other person; and (iii) the consideration of $5.51 per Class A Share in the Acquisition was not greater than 115% of the "market price" (as determined in accordance with MI 62-104) as of the date of the private agreements.
This news release is issued pursuant to NI 62-103 in connection with the filing of an early warning report (the "Early Warning Report"). To obtain a copy of the Early Warning Report filed by Dr. Bokhari, refer to the Company's SEDAR profile at http://www.sedar.com or request a copy from Bennett Jones LLP, 3400 One First Canadian Place, Toronto, ON M5X 1A4.
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March 20, 2020 |
510 Burrard St, 3rd Floor |
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Vancouver BC, V6C 3B9 |
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www.computershare.com |
To: All Canadian Securities Regulatory Authorities |
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Subject: FSD PHARMA INC |
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Dear Sir/Madam: |
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We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
Meeting Type : |
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Annual General and Special Meeting |
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Record Date for Notice of Meeting : |
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April 14, 2020 |
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Record Date for Voting (if applicable) : |
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April 14, 2020 |
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Beneficial Ownership Determination Date : |
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April 14, 2020 |
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Meeting Date : |
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May 29, 2020 |
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Meeting Location (if available) : |
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Toronto, ON |
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Issuer sending proxy related materials directly to NOBO: |
Yes |
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Issuer paying for delivery to OBO: |
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Yes |
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Notice and Access (NAA) Requirements: |
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NAA for Beneficial Holders |
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Yes |
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Beneficial Holders Stratification Criteria: |
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Not Applicable |
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NAA for Registered Holders |
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Yes |
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Registered Holders Stratification Criteria: |
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Not Applicable |
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Voting Security Details: |
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Description |
CUSIP Number |
ISIN |
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CLASS B SUBORDINATE VOTING |
35954B206 |
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CA35954B2066 |
CLASS A MULTIPLE VOTING SHARES |
RFYQMV218 |
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CARFYQMV2181 |
Sincerely,
Computershare
Agent for FSD PHARMA INC