SEC Form SC 13D/A filed by FSD Pharma Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

FSD Pharma, Inc.

(Name of Issuer)

Class B Subordinate Voting Shares, no par value per share

(Title of Class of Securities)

35954B206

(CUSIP Number)

Dr. Raza Bokhari

437 North Spring Mill Road

Villanova, PA 19085

610-329-3839

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 14, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 35954B206

2

Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by Raza Bokhari, M.D. (the “Reporting Person”), pursuant to Rule 13d-2(a) under the Exchange Act, to amend the Schedule 13D filed on September 8, 2020, as amended on February 17, 2021 (the “Schedule 13D”) relating to Class B Subordinate Voting Shares, no par value per share (the “Class B Shares”), of FSD Pharma, Inc., an Ontario corporation (the “Issuer”). Except as set forth below, all Items of the Schedule 13D remain unchanged.

Item 2. Identity and Background.

Item 2 is hereby restated in its entirety as follows.

(a) This statement is filed by Raza Bokhari, M.D.

(b) The business address of the Reporting Person is 437 North Spring Mill Road, Villanova, PA 19085.

(c) The principal occupation of the Reporting Person is Chairman of Parkway Clinical Laboratories, Inc.

(d) & (e) During the last five years, the Reporting Person (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented as follows:

On January 14, 2022, Dr. Bokhari sold 31,583 Class B Shares through the facilities of the Canadian Securities Exchange (the “CSE”) for approximately CAD$1.28 per Class B Share for gross proceeds of approximately CAD$40,370.34.

Between January 17, 2022 and March 25, 2022, Dr. Bokhari sold 1,883,820 Class B Shares through the facility of the CSE at a weighted average sale price of approximately CAD$1.09 per Class B Shares for gross proceeds of approximately CAD$2,058,136.32.

On March 29, 2022, the Issuer cancelled, for nil consideration, 504,888 Class B Shares that were originally issued to Dr. Bokhari on February 10, 2021.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

In 2022, Dr. Bokhari disposed of Class B Shares in order to monetize a portion of his interest in the Issuer. Dr. Bokhari holds securities of the Issuer for investment purposes and has no present intention to acquire or dispose of such securities. Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or any other factors that Dr. Bokhari may deem relevant, Dr. Bokhari may, in the future and subject to applicable law, acquire or dispose of Class A Shares, Class B Shares or other securities of the Issuer.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows.

(a)-(b) See Items 7-11 of the cover page and Item 2 above.

(c) Except as set forth below, there have been no reportable transactions with respect to the Class B Shares by the Reporting Person during the past 60 days.

The above listed transactions were conducted in the ordinary course of business on the open market for cash.

(d) Except as otherwise described herein, and to the knowledge of the Reporting Person, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the securities of the Issuer reported herein.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.