Lucy Scientific Discovery Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Leadership Update
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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 February 16, 2024, Lucy Scientific Discovery, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of December 31, 2023, was approximately $81,158. In addition, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations as of the date of the Letter.
On May 7, 2024, the Company received an additional letter (the “Determination Letter”) from the Nasdaq staff (the “Staff”) notifying the Company that based on the Staff’s review and the materials submitted by the Company on March 28, 2024 specifying the Company’s plan to regain compliance with the Minimum Stockholders’ Equity Requirement, Nasdaq has determined to deny the Company’s request for continued listing on The Nasdaq Capital Market. The Determination Letter informed the Company the stockholders’ equity deficiency would lead to the suspension of the trading of the common shares at the opening of business on May 16, 2024 and the eventual delisting of the common shares from The Nasdaq Capital Market.
The Determination Letter informed the Company that it could stay the suspension of trading a by appealing the delisting determination by May 14th and requesting a hearing before an independent Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company will appeal the delisting determination and request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.
At the hearing, the Company will be asked to provide a plan to regain compliance to the Panel. The Company intends to present a plan to regain compliance with the Rule and request the continued listing of its common shares on Nasdaq pending such compliance. However, there can be no assurance that the Panel will grant the Company’s request or that the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2024, Livio Susin, a member of the Board of Directors of the Company, resigned, effective immediately. Mr. Susin did not resign as a result of any disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.
On May 3, 2024, Brian Zasitko, Chief Financial Officer of the Company, resigned, effective May 17, 2024.
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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: May 9, 2024 | By: | /s/ Richard Nanula |
| Name: | Richard Nanula | |
| Title: | Chief Executive Officer | |
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