SEC Comment Letter 0000000000-24-001074 to Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)
Lucy Scientific Discovery, Inc. (LSDIF) (CIK 0001865127)
Date: Jan. 26, 2024 · CIK: 0001865127 · Accession: 0000000000-24-001074
AI Filing Summary & Sentiment
File numbers found in text: 333-276489
Letter
United States securities and exchange commission logo January 26, 2024 Brian Zasitko Chief Financial Officer Lucy Scientific Discovery, Inc. 301-1321 Blanshard Street Victoria, British Columbia, Canada V8W 0B6 Re:Lucy Scientific Discovery, Inc. Registration Statement on Form S-1 Filed on January 12, 2024 File No. 333-276489 Dear Brian Zasitko: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed January 12, 2024 Selling Stockholders, page 30 1.In a PIPE transaction, a registered resale of securities is permitted where the investor is irrevocably bound to purchase a set number of securities for a set purchase price that is not based on a market price or a fluctuating ratio. In addition, there can be no conditions that an investor can cause not to be satisfied, including conditions related to market price of the securities. Further, the closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement. In light of such, please provide us with your analysis regarding your eligibility to register the resale of the common stock underlying the Notes that may be issued in connection with Subsequent Tranches, the payment for which remain in the selling stockholders' "sole discretion", and the 1,364,325 common shares issuable upon effectiveness of the registration statement with a value based on the lowest daily VWAP during the 20 trading days preceding the date of issuance. For guidance, refer to Securities Act Sections
FirstName LastNameBrian Zasitko Comapany NameLucy Scientific Discovery, Inc. January 26, 2024 Page 2 FirstName LastName Brian Zasitko Lucy Scientific Discovery, Inc. January 26, 2024 Page 2 Compliance & Disclosure Interpretation 139.11. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Joseph Lucosky, Esq.
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United States securities and exchange commission logo
January 26, 2024
Brian Zasitko
Chief Financial Officer
Lucy Scientific Discovery, Inc.
301-1321 Blanshard Street
Victoria, British Columbia, Canada V8W 0B6
Re:Lucy Scientific Discovery, Inc.
Registration Statement on Form S-1
Filed on January 12, 2024
File No. 333-276489
Dear Brian Zasitko:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 12, 2024
Selling Stockholders, page 30
1.In a PIPE transaction, a registered resale of securities is permitted where the investor is
irrevocably bound to purchase a set number of securities for a set purchase price that is
not based on a market price or a fluctuating ratio. In addition, there can be no conditions
that an investor can cause not to be satisfied, including conditions related to market price
of the securities. Further, the closing of the private placement of the unissued securities
must occur within a short time after the effectiveness of the resale registration statement.
In light of such, please provide us with your analysis regarding your eligibility to register
the resale of the common stock underlying the Notes that may be issued in connection
with Subsequent Tranches, the payment for which remain in the selling stockholders' "sole
discretion", and the 1,364,325 common shares issuable upon effectiveness of the
registration statement with a value based on the lowest daily VWAP during the 20 trading
days preceding the date of issuance. For guidance, refer to Securities Act Sections
FirstName LastNameBrian Zasitko
Comapany NameLucy Scientific Discovery, Inc.
January 26, 2024 Page 2
FirstName LastName
Brian Zasitko
Lucy Scientific Discovery, Inc.
January 26, 2024
Page 2
Compliance & Disclosure Interpretation 139.11.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Joseph Lucosky, Esq.