Debra BorchardtMay 2, 2023
Psychedelic investors in Lucy Scientific Discovery (Nasdaq: LSDI) may be unaware of the close ties the company has with beleaguered cannabis publisher High Times.
Lucy went public on the Nasdaq on Feb. 9, raising $7.5 million in its IPO with shared priced at $4. Since then, have fallen as low as 85 cents, but as of midday May 1, were going for $1.29.
The company also issued shares and made sweetheart deals with a board member’s family.
The Origin of Lucy
Lucy actually came to life in the cannabis industry as Hollyweed North Cannabis Inc., or HNCI, in 2017. The company was based in California but also had a Canadian address. It’s unclear whether the company ever actually sold cannabis, which could explain why it pivoted to psychedelics.
In May 2021, the company changed its name to Lucy Scientific Discovery Inc. to engage in the research, manufacturing, and commercialization of psychedelic products. In October 2021, it filed an amendment with Health Canada to add the ability to sell, send, transport, and deliver the substances currently included on its license and add MDMA, LSD, and 2C-B. The amendment was approved on Dec. 17, 2021.
The company received approval to make psychedelic drugs in August 2021, when it was granted a Controlled Drugs and Substances Dealer’s Licence from Health Canada’s Office of Controlled Substances.
At this point the company went public, and shareholders invested $7.5 million for a company that essentially only owned a license. Prior to the offering, the company had roughly $16,000 in cash and as of Sept. 30, 2022, it had an accumulated deficit of $36.8 million. However, the cash levels are expected to have risen due to the offering.
Origo Corp.
Lucy’s connections to the troubled cannabis magazine are familial as well as financial. Paul Abramowitz, one of Lucy’s directors, is the stepfather of the executive chairman of Hightimes Holding Corp., Adam Levin.
Abramowitz’s son Israel Abramowitz is the beneficial owner of Roma Ventures, which owns approximately 8.53% of the outstanding common shares of Lucy.
Levin, Abramowitz, and Roma Ventures are all shareholders of Hightimes. Abramowitz is also on the audit committee for Lucy Scientific. In other words, the stepfather is on the board of Lucy, and his biological son and stepson both own shares in Lucy.
The financial connections are even more curious. In November 2020, when the company was still Hollyweed, it entered into a line of credit with Origo Holdings, which is owned by Levin. Origo Acquisition Corp. was the entity Levin created to take his acquisition of High Times public on the Nasdaq.
However, Nasdaq booted the company for not meeting the exchange’s requirements. Origo received warrants for more than three million shares of Lucy for approving a line of credit for the company. The line of credit was never used, but the warrant exercise price of $0.015 resulted in the company issuing those 3 million common shares.
Origo then transferred those warrants to five different companies, one being Roma Ventures, which received more than a million shares. In other words, Levin gave a bunch of his warrants to his stepbrother.
Christopher McElvany, president, CEO, and member of Lucy’s board of directors, said, “In November 2020, the initial transaction between Hollyweed and Origo Holdings, the principals and affiliates of Origo funded approximately $1 million of working capital through a private placement as opposed to funding through the line of credit. The investors received the warrants as a result of this funding. The Origo investors supported the company through a variety of introductions including to me, the Company’s Chairman Richard Nanula (former CFO of Amgen and Disney), and the Company’s Chief Scientific Officer Assad Kazeminy. At the time of the investment, the company had no employees, owed back payroll to several former employees, had several million in accounts payable, and had a board of two: Renee Gagnon (its founder) and Livio Susin.”
He added, “The warrants were issued to the investors who had helped recapitalize the company when it was on life support prior to Paul Abramowitz joining the Board, I do not view it as inappropriate. The company now also has an almost entirely independent Board of Directors.”
The warrants initially were issued in November 2020, when the initial line of credit agreement was signed, and amended in January 2021.
“As part of the Origo transaction, Origo gained a right to appoint 40% of the board of directors of Hollyweed (now Lucy Scientific). As a result, Origo nominated Paul Abramowitz as one of its board members, who joined the company’s board in November 2021.”
McElvany co-founded OpenVAPE, which became Orgama Brands, and then ultimately became Slang Worldwide. He left Slang in 2020.
High Times
In January 2023, High Times agreed to provide $833,333 of advertising and marketing credits per year for three years to Lucy Scientific in exchange for 625,000 shares.
High Times was already in default on its debt, with the real risk of shutting down if its receiver can’t find someone to buy the assets. Thus, Lucy was given three years of advertising from a company that could potentially be out of business within the year.
McElvaney told Green Market Report that he wasn’t aware that High Times is having financial difficulties and reviewed the company’s financials. However, in October 2022, the company publicly stated it was in default on its debt.
McElvaney also asserted that he wasn’t aware that High Times was in receivership despite the company’s Oct. 19, 2022, SEC filing that stated it was in default. That same filing noted that High Times’ lender ExWorks was also in default and in receivership with Stephen Kunkle.
The filing also had a forbearance and settlement agreement attached.
In addition, Lucy recently announced that it was producing legal mushroom supplements using Amanita mushrooms with High Times calling the products Mindful by Lucy: “This collaboration aims to distribute and market the products initially through High Times’ websites and social channels which reach over 10 million people across their owned and operated properties and social media accounts.”
Lucy’s Current Status
Lucy stated in its offering, “As an organization, we have no experience in cultivating and refining psychedelics-based products, we have not yet manufactured any such products and we may be unsuccessful in our efforts to do so. We can make no assurances that our efforts will result in commercially viable products.”
Yet, just as quickly, the firm announced that it agreed to its first commercial sale of psilocybin to the prestigious Hadassah BrainLabs – Center for Psychedelics Research, Hadassah Medical Center, Hebrew University, Jerusalem, Israel. Lucy has not stated publicly whether its manufacturing is even up and running, but it did tell Green Market Report that it has spent $5 million on the facility and that it is currently manufacturing psilocybin.
“While Lucy still has plans on adding to the current facility, the facility is operational today and has received its certificate of occupancy from Health Canada,” McElvany said.
The company also made waves when it announced it had filed an amendment to its Dealers License in Canada to include heroin and cocaine. McElvany said at the time that it was concerned about fentanyl overdoses and looking at alternative treatments, essentially suggesting cocaine and heroin as fentanyl alternatives.
Other companies in Canada received similar approvals and were forced to backtrack statements that implied cocaine could be sold to the public. It can only be sold to researchers, pharmacists, or hospitals, which isn’t a very large market.
The company also helped bail out fellow psychedelic company Wesana Health (OTC: WSNAF), which flamed out after just two years as a publicly traded company. The clinic and drug discovery company said in June 2022 that its losses were growing, and it had no revenue and would be selling off its parts.
Lucy acquired Wesana’s drug compound of psilocybin and CBD. Green Market Report reached out to former Wesana CEO Daniel Carcillo for comment but got no response.
In Closing
Lucy has not released earnings since its offering. However, if it raised $7.5 million and spent $5 million on its facility, that means it would have limited funds remaining.
Investors also have no idea what the operating expenses are for this company. Plus, the company said a month ago that the board authorized it to purchase 500,000 shares. The board must be comfortable spending the limited cash to boost the share price.
