UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 225, 2024

LUCY SCIENTIFIC DISCOVERY, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-41616

98-1776120

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

301-1321 Blanshard Street

Victoria, British Columbia, Canada V8W 086

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (778) 410-5195

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of class		Trading symbol		Name of exchange on which registered
Common Shares, no par value		LSDI		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.~~01.~~02 ~~Other~~Termination ~~Items~~of a Material Definitive Agreement.

~~Reverse~~As ~~Stock~~previously ~~Split~~disclosed, on September 12, 2023, Lucy Scientific Discovery, Inc. a corporation existing under the laws of the Province of British Columbia (“Lucy Scientific” or “Acquiror”), 1438430 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (“SubCo”) and Bluesky Biologicals Inc., a corporation existing under the laws of the Province of British Columbia (“Bluesky” or “Acquiree”), entered into that certain Amalgamation Agreement (the “Agreement”), pursuant to which Acquiree and SubCo agreed to form a new amalgamated company (“Amalco”) and, pursuant to a three-cornered amalgamation, Lucy Scientific was to issue certain of its securities to the securityholders of Acquiree in exchange for common shares of the Amalco.

On ~~February~~March 265, 2024, atLucy ~~market~~Scientific ~~open~~terminated (the ~~“Effective~~Agreement ~~Date”),~~pursuant ato ~~one-for-ten~~Article (6.1~~-10)~~ ~~reverse~~of ~~stock split (~~the ~~“Reverse~~Agreement. ~~Stock Split”) of~~ Lucy Scientific ~~Discovery Inc.’s~~terminated (the ~~“Company”)~~Agreement ~~common~~on ~~shares, no par value per share (~~the “Common Shares”) took effect. On the Effective Date, every 10 issued and outstanding Common Shares converted automatically into one Common Share. On the Effective Date, the Common Shares began trading on a split-adjusted basis onof the ~~Nasdaq~~failure ~~Capital~~of ~~Market~~Bluesky ~~under~~to ~~the~~timely ~~Company’s existing trading~~provide ~~symbol~~audited ~~“LSDI.”~~financial ~~In conjunction with the Reverse Stock Split, the new CUSIP number is 54960E203~~statements.

~~Pursuant~~In toaccordance ~~British~~with ~~Columbia~~Article ~~law,~~7.1 noof ~~change~~the toAgreement, if any of the ~~Company’s charter~~conditions ~~documents~~contained in Article 6 were not fulfilled or performed by December 31, 2023, either party was ~~required~~able to ~~effect~~ terminate the ~~Reverse~~Agreement ~~Stock~~by ~~Split~~notice in writing to the other party.

~~The Company effected the Reverse Stock Split in an effort to regain compliance with the $~~1~~.00 minimum bid price required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).~~

~~Contract Expiration of Dr. Assad J. Kazeminy~~SIGNATURES

InPursuant ~~accordance~~to ~~with~~ the ~~disclosure~~requirements inof the ~~Company’s~~Securities ~~Form~~Exchange ~~10-K~~Act ~~for~~of ~~the year ended June 30~~1934, ~~2023,~~ the ~~Company’s~~registrant ~~agreement~~has ~~with~~duly ~~AJK~~caused ~~Biopharmaceutical~~this ~~LLC~~report ~~– Canadian Consulting Series, a limited liability company (the “Agreement”), the principal for which is Assad J. Kazeminy, Ph.D., who, pursuant~~ to ~~the~~be ~~Agreement, had~~signed ~~been~~on ~~serving~~its asbehalf ~~Chief~~by ~~Scientific Officer (a named executive officer) of~~ the ~~Company,~~undersigned ~~has~~hereunto ~~expired~~duly ~~after a three-year term, effective February 22, 2024~~authorized. ~~No further action or arrangement has been made in relation to this expiration.~~

~~Item~~Date: ~~9.01.~~March ~~Exhibits.~~12, 2024

~~(d)~~Lucy ~~Exhibits~~Scientific Discovery, Inc. /s/ Richard Nanula Richard Nanula Chief Executive Officer & Executive Chairman

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 27, 2024

Lucy Scientific Discovery, Inc. /s/ Richard Nanula Richard Nanula Chief Executive Officer

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