UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 6, 2023, Lucy Scientific Discovery, Inc. (“Lucy Scientific” or “Buyer”) entered into that certain Stock Purchase Agreement (the “Agreement”) with Hightimes Holding Corp., a Delaware corporation (“Hightimes” or “Seller”). The Seller owns all of the issued and outstanding shares of common stock (the “Company Shares”) of HT-Lucy Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the Agreement, the Seller agreed to sell to the Buyer all of the Company Shares upon the terms and subject to the conditions of the Agreement (the “Transaction”).
In exchange for the Company Shares, the Buyer shall pay the Seller as consideration (i) the number of shares of common stock of the Buyer (“Buyer Common Stock”) that represents 19.9% of the total issued and outstanding shares of Buyer Common Stock at the Closing (as defined in the Agreement); and (ii) semi-annual earn-out payments (the “Earn-Out Payments”) payable for the five (5) consecutive fiscal years ending on June 30, 2029, in amounts equal to three (3) times the Adjusted EBITDA of the Company calculated pursuant to the terms of the Agreement. The Buyer has discretion to pay the Earn-Out Payments with either Buyer Common Stock or cash.
At the Closing, Buyer will also cause the Company to enter into an intellectual property license agreement pursuant to which the Company will grant to an affiliate of the Seller the exclusive right and license to utilize certain intellectual property rights to operate retail stores and to manufacture and sell THC products in the United States.
The Agreement contains representations, warranties, covenants, and indemnification obligations of the parties customary for a transaction of this nature.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 related to the Agreement is hereby incorporated by reference into this Item 3.02. The Buyer Common Stock to be issued to the Seller pursuant to the Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure
On September 7, 2023, Lucy Scientific issued a press release (the “Press Release”) announcing that it had entered into the Agreement. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and in Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 2.1 | Stock Purchase Agreement, by and among Lucy Scientific Discovery, Inc., Hightimes Holding Corp. and HT Distribution Company, LLC, dated September 6, 2023. | |
| 99.1 | Press Release of Lucy Scientific Discovery, Inc., dated September 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 8, 2023
| Lucy Scientific Discovery, Inc. | |
| /s/ Richard Nanula | |
| Richard Nanula | |
| Chief Executive Officer & Executive Chairman |
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