fsd_6k.htm

0001654954-23-014465.txt : 20231116 0001654954-23-014465.hdr.sgml : 20231116 20231116105113 ACCESSION NUMBER: 0001654954-23-014465 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231116 FILED AS OF DATE: 20231116 DATE AS OF CHANGE: 20231116 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: 231412994 BUSINESS ADDRESS: STREET 1: FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 4000 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 4000 CITY: TORONTO STATE: A6 ZIP: M5X 1A4 6-K 1 fsd_6k.htm FORM 6-K fsd_6k.htm

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

Commission File Number: 001-39152

FSD PHARMA INC.

(Registrant)

199 Bay St., Suite 4000

Toronto, Ontario M5L 1A9 Canada

(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 ☐

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.

	FSD PHARMA INC.
	(Registrant)

Date November 16, 2023	By	/s/ Nathan Coyle
		Nathan Coyle
		Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Material Change Report dated August 31, 2023

EX-99.1 2 fsd_ex991.htm MATERIAL CHANGE fsd_ex991.htm

EXHIBIT 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

FSD Pharma Inc. (the "Company")

199 Bay St., Suite 4000

Toronto, ON M5L 1A9

Item 2: Date of Material Change

July 4, 2023.

Item 3: News Release

A news release was issued by the Company via BusinessWire on July 4, 2023, and filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

The Company announced the appointment of Mr. Zeeshan Saeed as CEO and the resignation of Mr. Anthony Durkacz as CEO. Messrs. Saeed and Durkacz continue to hold their positions as Executive Co-Chairman of the Company’s board of directors (the "Board of Directors"). The Company also announced its intention to streamline its operations to focus on the development of Lucid-MS for neurodegenerative disorders and novel treatments for alcohol misuse disorders.

Item 5.1: Full Description of Material Change

Mr. Saeed, a co-founder of the Company, who has held the position of President since 2019, was elected CEO via unanimous vote at a meeting of the Board of Directors held on June 29, 2023. Mr. Saeed’s appointment succeeds fellow co-founder Mr. Anthony Durkacz, who has been serving as the Interim CEO since July 2021. Mr. Durkacz and Mr. Saeed continue to hold their positions as Executive Co-Chairman of the Board of Directors.

Under the leadership of Mr. Saeed, the Company will streamline operations to focus on the development of novel treatments for alcohol misuse disorders and Lucid-MS for neurodegenerative disorders. The Company is confident this strategy is the shortest path to revenue and significant value creation, underscored by the impressive team leading the advancement of alcohol misuse disorder treatments and the compelling laboratory data showing the ability of Lucid-MS to positively effect demyelination. Pursuant to this strategy, the Company will conserve/re-allocate capital by immediately putting on hold and/or terminating any further clinical development of its proprietary ultra-micronized PEA formulation for the treatment of inflammatory diseases and Lucid-Psych for mental health disorders. This way the Company feels that it can deliver maximum value to its shareholders by spending less money.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

Not applicable.

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

For additional information with respect to this material change, the following person may be contacted:

Zeeshan Saeed

Chief Executive Officer, Executive Co-Chairman

T: (416) 854-8884

E: Zsaeed@fsdpharma.com

Item 9: Date of Report

August 31, 2023.