UNITED STATES
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FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on May 7, 2024, Lucy Scientific Discovery, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that based on the review of the Nasdaq staff (the “Staff”), the Company’s lack of compliance with the requirement that a listed company’s stockholders’ equity be at least $2.5 million pursuant to Nasdaq Listing Rule 5550(b) (the “Minimum Stockholders’ Equity Requirement”), would have lead to the suspension of the trading of the Company’s common shares at the opening of business on May 16, 2024. The Company needed to appeal the delisting determination by May 14th and request a hearing before an independent Nasdaq Hearings Panel (the “Panel”) to avoid this trading suspension.
The Company timely submitted its appeal, which stayed the delisting of the Company’s securities on Nasdaq until the hearing was held on June 25, 2024.
Furthermore, as previously disclosed, on May 21, 2024, the Company received a letter from the Staff stating that, per Nasdaq Listing Rule 5250(c)(1) (the “Filings Rule”), the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2024, which served as an additional basis for delisting the Company’s securities from Nasdaq.
On June 25, 2024, the Company participated in a hearing before the Panel regarding its plan to regain compliance with the Minimum Stockholders’ Equity Requirement and the Filings Rule.
On June 27, 2024, the Company received notice from Nasdaq that the Panel has determined to delist the Company’s common shares. Suspension of trading in the Company’s common shares will be effective at the open of trading on July 1, 2024. Following the delisting of its common shares from the Nasdaq Capital Market, the Company will continue to be a reporting company under the Securities Exchange Act of 1934. The Company expects its common shares will commence trading on the OTC Markets Group platform at the open of trading on July 1, 2024 under the symbol “LSDI.”
The Company has a period of 15 days from the date of the notice letter to submit a written request for a review of the Panel’s delisting determination by the Nasdaq Listing and Hearing Review Council.
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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, thereunto duly authorized.
| Lucy Scientific Discovery, Inc. | ||
| Date: July 1, 2024 | By: | /s/ Richard Nanula |
| Name: | Richard Nanula | |
| Title: | Chief Executive Officer | |
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