0001157523-21-000671.txt : 20210517 0001157523-21-000671.hdr.sgml : 20210517 20210517080812 ACCESSION NUMBER: 0001157523-21-000671 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210517 FILED AS OF DATE: 20210517 DATE AS OF CHANGE: 20210517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FSD Pharma Inc. CENTRAL INDEX KEY: 0001771885 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39152 FILM NUMBER: 21927684 BUSINESS ADDRESS: STREET 1: FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 3400 CITY: TORONTO STATE: A6 ZIP: M5X 1A4 BUSINESS PHONE: (416) 854-8884 MAIL ADDRESS: STREET 1: FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 3400 CITY: TORONTO STATE: A6 ZIP: M5X 1A4 6-K 1 a52430350.htm FSD PHARMA INC. 6-K

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 May, 2021

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.
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
May 17, 2021
 
By
/s/ Nathan Coyle
 
    
 
(Signature) *
 
    
 
Nathan Coyle, Interim CFO

__________________
* Print the name and title under the signature of the signing officer. 
EXHIBIT INDEX

Exhibit
Description
 
 
 
 EX-99.1 2 a52430350_ex991.htm EXHIBIT 99.1
Exhibit 99.1

FSD Pharma Inc. Announces Results of the Annual General and Special Meeting of Shareholders – Nominees of the Concerned Shareholders Elected to the Board of Directors

TORONTO--(BUSINESS WIRE)--May 17, 2021--FSD Pharma Inc. (Nasdaq: HUGE) (CSE:HUGE) (FRA:0K9) (the “Company” or “FSD”) is pleased to announce the results of its annual general and special meeting of the shareholders held on May 14th, 2021 (the “Meeting”) at which 54.17% of the votes attached to the issued and outstanding Class B Subordinate Voting Shares (“Class B Shares”) and Class A Multiple Voting Shares (“Class A Shares”) were represented. The board of directors of FSD (the “Board”) was fixed at seven directors. Each of the nominees of the group of concerned shareholders led by Messrs. Anthony Durkacz and Zeeshan Saeed (the “Concerned Shareholders”) were elected to the Board, in addition to Messrs. Frank Lavelle and Donal Carroll, to hold office for the ensuing year. However, following his election, Mr. Lavelle communicated his resignation to the Board.

As a result, Anthony Durkacz, Zeeshan Saeed, Nitin Kaushal, Lawrence (Larry) Latowsky, Fernando Cugliari and Donal Carroll shall serve as directors of the Company until the next annual general meeting of shareholders or until they otherwise cease to hold office. Full details and backgrounds regarding each of the directors is included in the information circular of the Concerned Shareholders dated April 24, 2021, which was filed on the Company’s SEDAR profile at www.sedar.com.

Anthony Durkacz and Zeeshan Saeed commented, “We are pleased to see that FSD shareholders have shown their overwhelming support for the Concerned Shareholders and the Concerned Shareholders’ nominees. We look forward to restoring FSD and know there is a lot of work ahead of us. We would like to thank all shareholders for their patience and support.”

In addition, shareholders of the Company: rejected a special resolution to reorganize the share capital of the Company and convert the issued and outstanding Class A Shares into Class B Shares; approved an ordinary resolution to reappoint MNP LLP as the auditor of the Company for the ensuing year and authorize the directors of the Company to set the auditor’s remuneration; approved a special resolution to change the registered office of the Company from Durham Region, Ontario to a location in the City of Toronto, Ontario; and approved an ordinary resolution ratifying the adoption of the Amended and Restated By-law No. 1 of the Company.

At a meeting of the Board following the Meeting, Anthony Durkacz and Zeeshan Saeed were appointed Executive Co-Chairmen of the Board.

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 statement made by Anthony Durkacz regarding FSD. 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

Anthony Durkacz
adurkacz@fsdpharma.com

Zeeshan Saeed
zsaeed@fsdpharma.com