Lucy Scientific Discovery Inc. (NasdaqCM:LSDI) made a proposal to acquire Pasithea Therapeutics Corp. (NasdaqCM:KTTA) for $22.2 million on June 5, 2023. Under the terms of the offer, Lucy proposes to pay $0.60 in cash, and $0.25 cents in Lucy stock (NASDAQ: LSDI) for every share of Pasithea common stock. Given that Pasithea?s stock closed at $0.35 per share on June 1, 2023, the Proposal of $0.85 per share equates to 142% premium to Pasithea?s share price. In fact, the cash component alone represents a 71% premium. Having received no response to proposal, Lucy indicated that if it received a genuine commitment to engage in good faith negotiations by July 10, 2023 it would be willing to explore improving its already generous offer. Lucy further indicated that, in the absence of a constructive response, it was prepared to present its offer directly to Pasithea?s shareholders.

Lucy Scientific Discovery Inc. (NasdaqCM:LSDI) cancelled the acquisition of Pasithea Therapeutics Corp. (NasdaqCM:KTTA) on July 20, 2023. Independent special committee of board of directors of Pasithea Therapeutics thoroughly reviewed and rejected an unsolicited, non-binding proposal. After a comprehensive review, conducted in consultation with its independent financial and legal advisors, the Special Committee determined that the Lucy proposal does not reflect Pasithea?s strategic value and prospects for continued growth and, as such, is not in the best interests of the Company or its stockholders.