High Times Unveils Deal with Nasdaq-Listed Lucy Scientific Discovery to Enter Public Market

Celebrating a milestone in its nearly 50-year history of informing readers and bringing cannabis culture to the masses, Hightimes Holding Corp. announced today the culmination of a years-long ambition: to bring the cultural cornerstone to the public markets. The time has come.

Via a strategic transaction with Lucy Scientific Discovery (NASDAQ: LSDI), High Times stockholders will soon be receiving shares of common stock of Lucy, a Nasdaq-listed company. The transaction includes the divestment of all core High Times intellectual property (IP), brand, licensing, and non-plant touching, ancillary assets to Lucy, in exchange for 19.9% of the Lucy publicly-traded company’s shares.

“High Times has been a trailblazer in shaping the cannabis landscape for generations,” said High Times Executive Chairman Adam Levin as the deal was announced. “Our dedication to authentic journalism, groundbreaking events, and responsible advocacy remains unwavering. We look forward to the next chapter of High Times, as we continue to inspire, educate, and elevate.”

It’s a realization of efforts to move into the U.S. public marketplace that’s traditionally been impenetrable to most companies that touch cannabis.

Celebrating High Times’ 50th Anniversary

Established by Thomas King Forçade in 1974, High Times has shaped the narrative around cannabis culture since its inception, now dating back 50 years. Throughout the decades, High Times rivaled mainstream magazine circulation and sales of publications like Rolling Stone and National Lampoon and interviewed everyone from Allen Ginsberg and Stephen King to Bob Marley and Andy Warhol. High Times harnesses its magazine, online presences, and the world-renowned Cannabis Cup events, to become the indisputable leading voice in the counterculture movement that has withstood adversity at nearly every step of the way. 

Lucy Scientific Discovery, on the other hand, is a world leader and pioneer in the psychotropic and cannabis spaces amid a psychedelic renaissance in the field of medicine. At its helm is CEO Richard Nanula, who led and grew multiple Fortune 500 companies, filling executive roles at Disney, Starwood Hotels and Resorts, and AMGEN Inc. 

The transaction is exciting to stakeholders, customers, and investors for many reasons, with one in particular: It gives  people the opportunity to invest directly into the High Times brand. It also represents a strategic realignment of Lucy’s approach of acquiring brands that appeal to the broader psychotropic and cannabinoid community.

What the Transaction Means

The assets being transferred to Lucy as part of the transaction include all IP assets of certain Hightimes subsidiaries, including the company’s trademarks and the HighTimes.com, CannabisCup.com, and 420.com brands and domain names. At closing, Lucy will arrange to license back to Hightimes under a long-term license of up to 50 years, the acquired IP to enable the company and its subsidiaries to use the trademarks and brands in connection with its adult-use cannabis operations in the U.S., and finally to franchise such rights to others engaged in the production, sale, and distribution of adult-use cannabis in states where it is legal.

The deal is structured as an all-stock transaction with earnouts for specific milestone payments from EBITDA (earnings before interest, taxes, depreciation, and amortization) generated by the acquired IP for the next five Lucy fiscal years ending on June 30, 2028. Earnout payments may be made in the form of cash or in additional Lucy shares, at Lucy’s option. All earn-out payments—-whether in cash or Lucy shares—will be distributed to more than 40,000 Hightimes stockholders.

A prime motivation for Hightimes to engage in the Lucy transaction is to enable the Hightimes stockholders to own equity in a Nasdaq-listed company. It’s an achievement, given the fact that under current federal law and Nasdaq regulations, companies engaged in the production, sale, and distribution of THC-containing cannabis are not eligible to list their shares on Nasdaq.

For almost 50 years, High Times has become the world’s most well-known cannabis brand—championing the lifestyle and informing the masses on the many benefits of cannabis. 

From its humble beginnings as a counterculture lifestyle publication, High Times has evolved into a rapidly growing network of retail locations, the host and creator of industry-leading events like the Cannabis Cup, the producer of globally-distributed merchandise, benefactor of international licensing deals, and provider of content for millions of fans and supporters across the globe. 

In the world of cannabis, High Times is the most trusted arbiter of quality.

For more information on investor relations, visit ir.hightimes.com.

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