OUR NEW PROFILE IS:   (NASDAQ: LSDI)

Lucy Scientific Discovery Announces First Commercial Sale of Psilocybin Following Initial Delivery of DMT and 5-MeO-DMT to Hadassah BrainLabs

Lucy Scientific Teams Up with Pramantha Group to Secure Key Government Contracts and Grants to Enhance its Manufacturing Capabilities

In Early February the Company Closed a $7.5Mill IPO

*****BREAKING NEWS THIS MORNING*****

Wesana Health Announces Sale of SANA-13 Assets to Lucy Scientific Discovery

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Hello Everyone,

I hope that you watched our profiles last week. Wednesdays profile was flat from our profile price at the beginning of the session before pulling back about 9%.  We will keep you updated.

We brought you INM last Monday and that certainly turned out to be a head turner.  It saw an average trade of 1.18 on the day.  Today it saw highs of 1.68 and traded the entire float several times over. This represents a 42% potential move off of Monday’s average trade in just 5 sessions.

This next one trades right in the same wheelhouse at  with a slightly bigger float of 11.11Mill according to Finviz.  With this one sitting around $1.25 as I write this, the float could be a strong catalyst for this one in the event this one to see major interest.  This one just IPO’d and has seen a drop from $4 bucks all the way down to Friday’s low of $1.12.

Pull up LSDI right away and start researching it now.

Lucy Scientific Discovery Inc. [NASDAQ:LSDI] an early-stage psychedelics manufacturing company that is focused on becoming the premier research, development, and manufacturing organization for the emerging psychedelics-based medicines industry. Lucy maintains a Controlled Drugs and Substances Dealer’s License under Part J of the Food and Drug Regulations promulgated under the Food and Drugs Act (Canada), more commonly known as a Dealer’s License, that was issued to Lucy by Health Canada’s Office of Controlled Substances. This Dealer’s License authorizes the Company to develop, sell, deliver, and manufacture (through extraction or synthesis) certain pharmaceutical-grade active pharmaceutical ingredients, or APIs, used in controlled substances and their raw material precursors.

In light of the growing interest in the use of psilocybin, MDMA and other psychedelics in psychotherapy, Health Canada issued a notice spelling out how licensed providers can obtain the drugs through the agency’s special access program on a case-by-case basis.

“The evidence is emerging that psychedelic-assisted therapy holds a lot of promise in treating mental health issues like posttraumatic stress disorder and treatment-resistant depression,” said Mike Ellis, Alberta’s associate minister of mental health and addictions at the time.

The exact mechanisms at work are still unclear, but it’s thought that psychedelics promote neural plasticity in key circuits relevant to brain health, including those involved in mood, cognition, perception, and regulating stress responses.

Wesana Health Announces Sale of SANA-13 Assets to Lucy Scientific Discovery

CHICAGO and TORONTO, March 21, 2023 (GLOBE NEWSWIRE) — Wesana Health Holdings Inc. (“Wesana” or the “Company”) (CSE: WESA; OTCQB: WSNAF), a data-driven life sciences company, today announced that the Company has entered into a definitive asset purchase agreement dated March 20 2023 (the “Asset Purchase Agreement”) with Lucy Scientific Discovery Inc. (“Lucy”) (NASDAQ:LSDI) for the sale by Wesana Health Inc. (“WHI”), a subsidiary of the Company, of its SANA-013 intellectual property and related assets for consideration of 1,000,000 common shares of Lucy (the “Share Consideration”) and US$570,000 in cash (the “Cash Consideration”).

Transaction Highlights:

• The Transaction (as defined below) provides an opportunity for the continued development of SANA-013 through the next phases of the US FDA regulatory process and for the Company to have economic exposure to any positive advancements in any such future research and development efforts by Lucy.
• The Company will also have economic exposure to the broader Lucy asset portfolio and pipeline, including a Canadian Licensed Dealer conducting research on various compounds.
• The Transaction is expected to close in Q2 2023, subject to and following the satisfaction (or waiver as permitted) of the conditions precedent to the Transaction.

“We have worked diligently over the previous two years to develop novel therapies for the treatment of major depressive disorder and have made some significant advances in our drug development program. Broader challenges in the macro-environment led us to consider strategic options, and we believe there is significant value held in continuing development of SANA-013,” commented Daniel Carcillo, Chief Executive Officer and Chairman of the Board.

Chris McElvany, Chief Executive Officer of Lucy, said, “expanding our footprint with the SANA-013 drug development program is a logical next step for Lucy, which should also drive growth in Lucy’s manufacturing business.”

Transaction Details:

Pursuant to the Asset Purchase Agreement, Lucy, an arms-length party to the Company, has agreed to acquire WHI’s SANA-013 intellectual property and related assets for aggregate consideration comprised of the Share Consideration and the Cash Consideration, as outlined in the Asset Purchase Agreement (the “Transaction”). US$300,000 of the Cash Consideration is anticipated to be paid to WHI shortly and the remainder of the Cash Consideration is required to be paid to WHI at closing. The proceeds from the Transaction are to be used by WHI for reasonable general corporate purposes which WHI deems necessary in its sole discretion to the development of SANA-013 and/or completion of the transaction contemplated by the Asset Purchase Agreement.

The Share Consideration shall be subject to a lock-up agreement (the “Lock-Up Agreement”) whereby (i) one-half of the Share Consideration will be released 9 months from initial trading date of LSDI shares, and (ii) one-half of the Share Consideration will be released 14 months from the initial trading date of LSDI shares.

The Share Consideration will be issued as “restricted securities” under the United States Securities Act of 1933, as amended, and may be publicly resold, subject to terms of the Lock-Up Agreement, in compliance with Rule 144 (“Rule 144”) thereunder. Lucy has granted the Company (i) demand registration rights in the event that Rule 144 is not available for the public resale of the Share Consideration, and (ii) piggy-back registration rights.

The Asset Purchase Agreement also contains customary non-solicitation covenants on the part of Wesana with respect to alternative transactions.

Among other conditions precedent, the consummation of the Transaction is subject to the approval of at least 66⅔% of the votes cast by Wesana shareholders voting in person or represented by proxy at a meeting of Wesana shareholders to be called by Wesana for purposes of considering the Transaction.

Certain shareholders of Wesana, representing all of the outstanding Wesana super voting shares, 23.1% of the outstanding Wesana proportionate subordinate voting shares and 14.7% of the outstanding Wesana subordinate voting shares, have entered into support agreements with Wesana, agreeing to support the Transaction and vote their Wesana shares in favour of the Transaction at the shareholders meeting to be called by Wesana for purposes of considering the Transaction.

Further details regarding the terms of the Asset Purchase Agreement and the Transaction are set out in the Asset Purchase Agreement, which will be filed by the Company under its profile on SEDAR at www.sedar.com. Additionally, further information regarding the Transaction, including the background thereto and the rationale for the recommendations made by the Special Committee and the Board, will be contained in the management information circular (the “Circular”) that the Company will prepare, file and mail to Wesana shareholders in connection with the meeting of Wesana shareholders to be called by Wesana for purposes of considering the Transaction and will file under the Company’s profile on SEDAR at www.sedar.com. All Wesana shareholders are urged to read the Circular as it will contain important information.

The Transaction is expected to close in the second quarter of 2023, subject to and following the satisfaction (or waiver as permitted) of the conditions precedent to the Transaction.

The Transaction will enable Lucy to provide continued capital investment to further the SANA-013 research and development required to meet the standards set by the United States Food and Drug Administration (“FDA”) to provide treatment against Major Depressive Disorder and other complementary orphan indications. The Share Consideration will enable the Company (through WHI) to have economic exposure to the future growth potential associated with SANA-013 and other initiatives underway or contemplated by Lucy.

Transition of Key Employees:

Subject to agreement on terms, it is anticipated that Wesana’s CEO and Chairman Daniel Carcillo will join Lucy’s team to integrate SANA-013 within Lucy.

Wesana also announces that as part of a planned transition, Mr. Zed Wang has resigned as the Company’s Chief Financial Officer and Corporate Secretary, and Mr. Winfield Ding has been appointed as the Company’s Chief Financial Officer and Corporate Secretary, effective immediately. Mr. Wang will be remain available to ensure a smooth transition.

Mr. Ding has been CFO and director for a number of public companies in Canada. He is a seasoned senior finance executive with over twenty years of finance and operations experience. A former audit manager and currently a self-practitioner, he has worked in audit, taxation and advisory roles across a wide range of industries with a focus on public issuers financial reporting and business advisory. Mr. Ding received his MBA from the Chinese University of Hong Kong.

“Winfield brings seasoned expertise in capital markets, strategic transactions, and public company compliance,” said Daniel Carcillo. He continued, “Zed’s departure comes with a successful transition of finance oversight to Winfield. We are extremely fortunate to have had Zed as part of the Wesana team from the beginning, and we wish him all the best as he goes on to pursue his other passions.”

Wesana Board Approval:

The Company’s board of directors (the “Board”), after receiving a recommendation from a special committee of the Board (the “Special Committee”), has determined (with Daniel Carcillo declaring an interest and abstaining) that the Transaction is in the best interests of the Company and that the consideration to be received by the Company pursuant to the Transaction is fair to the Company. Accordingly, the Board has approved the Asset Purchase Agreement and recommends that Wesana shareholders vote in favour of the Transaction.

Eight Capital has provided a fairness opinion to the Special Committee that, as of the date of such opinion and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received by the Company pursuant to the Transaction is fair from a financial point of view to the Company.

Let’s take a look at a timeline of some noteworthy events in the sector:

2019: May 9th

Denver, Colorado became the first city in the United States to decriminalize the cultivation, possession and use of psilocybin mushrooms.

2019: June 5th

Oakland California decriminalized the cultivation, possession and use of plants or fungi containing psychedelic compounds including DMT, ibogaine, mescaline and psilocybin.

2019: September 4th

Johns Hopkins launched the Center for Psychedelic and Consciousness Research.  The center’s director, Roland Griffiths, said that researchers will focus on how psychedelics affect behavior, mood, cognition, brain function, learning, memory, and biological markers of health.

2019: November 22nd

The Food and Drug Administration granted Breakthrough Therapy designation to the Usona Institute for its psilocybin therapy for major depressive disorder.  Usona’s phase 2 clinical trials will include 80 volunteers at seven sites around the U.S.

2020: October 22nd

In Vancouver, Canada Numinus Wellness Inc. harvested the first legal flush of psilocybin mushrooms by a public company under its Health Canada-issued Controlled Drugs and Substances Dealer’s License.

2021: October 18th

Johns Hopkins Medicine was awarded a $3.9 million grant by the National Institutes of Health (NIH) for clinical research on psilocybin-assisted psychotherapy to treat tobacco addiction.

NEWS