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FACT, FICTION OR FRAUD: ARE INVESTORS MAKING A HUGE MISTAKE BELIEVING IN FSD
PHARMA, INC?

The inspiration behind our story was the “groundbreaking news” FSD Pharma, Inc.,
a NASADAQ company, that trades under the ticker symbol HGUE, announced they have
a product that cures hangovers.

Read Below

Recent headlines have been dominated by FSD Pharma, Inc., a NASDAQ-listed entity
identified by the ticker symbol HUGE, proudly declaring the creation of a
revolutionary hangover cure which led us to investigate the authenticity of
HUGE. While the allure of such a breakthrough is undeniable, questions
surrounding the authenticity of these claims have prompted a deeper examination.
In this investigative piece, we navigate the landscape of FSD Pharma,
colloquially known as HUGE, to analyze the company’s nature and potential
concerns that might have eluded investors’ attention.


On the surface, HUGE appears to be a standard low-priced NASDAQ stock, seemingly
better suited for the OTC Markets or “Pink Sheets.” Typically associated with
companies boasting minimal revenues or those traded on lower exchanges
susceptible to manipulation, such stocks often raise concerns among investors
due to their lack of transparency, nebulous reporting, and the absence of a
clear corporate policy or strategic direction.

Our investigation pivots around HUGE’s recent proclamation of having developed a
hangover cure. While the claim is enticing, skepticism arises given the rarity
of finding definitive cures for common ailments. While certain products can
alleviate symptoms, asserting an outright cure demands a closer examination of
the evidence. Investors lured by the promise of this groundbreaking development
should be cautious and consider potential pitfalls before making investment
decisions.

The prospect of a product claiming to cure hangovers sounds almost too good to
be true. We’ve encountered claims of cures for common colds, but in reality,
there’s no definitive cure for the common cold. While there are products that
alleviate the symptoms, the idea of a genuine cure remains elusive.

Nevertheless, it’s crucial to acknowledge that companies similar to HUGE can be
found on other exchanges, provided they adhere to audit requirements and
accurately file information with the Securities and Exchange Commission (SEC).
While this might seem like a transparent and honest approach, it primarily
fulfills the exchange’s corporate action requirements. NASDAQ-listed companies
must meet specific guidelines to retain their listing status, typically
involving compliance with filing regulations and maintaining a stock price or
market capitalization above a specified threshold. It’s imperative for investors
to recognize the multifaceted nature of compliance and not interpret it solely
as a testament to a company’s overall integrity or financial health.

According to NASDAQ’s official website, FSD Pharma Inc is a biopharmaceutical
company developing three clinical candidates with the potential to address
neuropsychiatric, neurodegenerative and inflammatory disorders. The three
licensed drug candidates are LUCID-MS, a new chemical entity targeting multiple
sclerosis, LUCID-PSYCH, a psychoactive molecule targeting major depressive
disorder, and FSD-PEA, an ultra-micronized palmitoyl ethylamine with a favorable
Safety profile targeting inflammation.


SOUNDS IMPRESSIVE RIGHT?

Certainly, these descriptions can appear impressive, especially at a cursory
glance for investors seeking either a quick profit or a long-term investment.
The allure of acquiring low-priced biotech stocks with the hope that they’ll
emulate the success stories of companies like Biogen or Regeneron, which have
yielded substantial returns for ordinary investors, is a common sentiment.
However, it’s essential for investors to exercise caution and conduct thorough
research, recognizing that the stock market landscape is intricate and success
stories are often accompanied by significant risk and volatility.


ARE YOU FOLLOWING SO FAR?

HUGE struggled to attract investor interest, reflected in its declining stock
value over the past year. The stock reached an all-time low of $0.6181,
underscoring the challenges the company faces. Additionally, the company is
experiencing financial difficulties, evident in its negative earnings per share
(EPS) of -$0.59 and a notable cash outflow.



These are the facts as released in publications by the company through press
releases and filings on the NASDAQ.

Now. Let’s talk about fiction behind their press releases. As previously
mentioned, HUGE was a struggling company, rapidly depleting its funds while
attempting to develop drugs targeting Multiple Sclerosis. On February 7, the
company made an announcement regarding the receipt of a No Objection Letter
(“NOL”) from Health Canada concerning its proposed Phase 1 clinical trial of
LUCID-21-302 (“Lucid-MS”), a novel drug candidate for the treatment of Multiple
Sclerosis (“MS”). Despite the factual nature of this news, it fell short of
meeting Wall Street’s expectations. Surprisingly, the stock did not experience
the anticipated rally, indicating a disconnect between the perceived
significance of the experimental drug and market response.

This is where the story becomes the crux of this article. On February 7, 2023,
the company made headlines when they announced the launch of a new research and
development program focused on unmet medical needs for alcohol misuse.


SOUNDS INTRIGUING RIGHT? 

We all know alcohol misuse is one of the leading causes of deaths in automobiles
in the United States and let’s be frank, anything that reduces blood alcohol
content should be a must in today’s society.. The company further states,
“Alcohol intoxication is a common presentation in many patients who visit
hospital emergency rooms, and I see this during every one of my shifts. These
presentations can require substantial time and effort to manage. Anything that
could accelerate recovery from alcohol-intoxication would free up valuable
health care resources and provide additional treatment options for alcohol use
disorders,” said FSD Pharma’s Expert Advisory Committee Member Dr. Albert Wong,
a psychiatrist who works in the emergency department at the Centre for Addiction
and Mental Health in Toronto, Canada.

The company further says, “FSD Pharma has recently invited Drs. Ashwin Dhanda
from the United Kingdom and Anh Lê from Canada to its Scientific and Clinical
Expert Committee (SCEC) to strengthen its advisory board including for the
treatment of alcohol-related indications,” added Dr. Kotra. “Combined clinical
and scientific expertise of our innovation-driven R&D team at Lucid, expanded
SCEC, and the expert consultant team, are working to address this challenge to
improve the quality of life for those affected by high alcohol consumption and
alcohol misuse.”

HUGE appears to be positioning itself to make a meaningful impact on the world
by attracting leading scientists to address the issue of alcohol abuse.

The company’s last direct quote in the article states, “FSD Pharma’s existing
pipelines and research priorities in brain and inflammatory disorders, including
mental health, provides a natural extension to investigate the effects of
alcohol on the brain. Our clinical and product development teams are exploring
how to limit and potentially reverse the negative effects of alcohol on brain
function,” said Dr. Lakshmi Kotra, CEO of Lucid Psycheceuticals (“Lucid”), a
subsidiary of FSD Pharma. “There is a significant amount of research in this
area already conducted by pioneers in the field, and we are bringing together
our knowledge in pharmacology, regulatory strategy and product development in
our search for solutions to address the effects of alcohol consumption.”

Now we know that based on HUGE’s claims that they are addressing the alcohol
issue on their own reconnaissance and their ingenuity.


THIS IS ENTIRELY WHERE FICTION IS BORN!


HUGE failed to disclose vital details regarding their non-disclosure agreement
(NDA) with GBB Drink Labs, Inc. concerning the product they claimed to have
developed. According to the NDA, GBB had agreed to provide its patented products
to HUGE through a stock and cash deal, enabling HUGE to market and develop these
products. Nevertheless, HUGE engaged in deception by falsely asserting their
role in the product’s development. In truth, GBB Drink Labs discovered FSD
Pharma’s lack of sincerity, exposing the company’s intention to inflate its
stock prices for personal gain. Reports suggest that FSD Pharma sent a warrant
exercise to artificially inflate their stock prices and offered an associate $1
million per month for stock marketing, seeking GBB’s approval. However, they
made it clear that they would only proceed with the transaction if their stock
prices increased due to the marketing efforts.

Additionally, FSD Pharma instigated a stock buyback strategy to fortify their
stock prices, despite Nasdaq issuing a warning for being under $1. On November
5th, 2022, they obtained a sample of GBB’s drink and met with an investor to
encourage them to purchase stock at a reduced price before the initiation of
marketing efforts. As per Anthony Durkacz, the former CEO, the investor executed
a substantial stock purchase on November 6th, 2022.In the agreement with GBB,
FSD Pharma proposed cash payments to specific individuals each time their stock
reached a designated strike price. For instance, upon reaching $3 per share, a
$3 million cash payment would be made, and a similar arrangement applied for
subsequent price milestones. This alarmed GBB investors, leading them to
withdraw from the transaction and terminate discussions, especially after
discovering FSD Pharma’s history of legal issues related to unethical and
illegal activities.

GBB terminated discussions in December 2022. Despite the existing NDA, FSD
Pharma issued a press release declaring the creation of a beverage capable of
eliminating blood alcohol. However, this assertion was inaccurate, as the
beverage presented to Kevin Harrington from Shark Tank belonged to GBB. FSD
Pharma distorted this information, prompting Harrington to join their board and
produce a video endorsing the drink’s effectiveness. FSD Pharma’s subsequent
deceptive press release deceived numerous investors into buying stock based on
false claims, seeking to take advantage of shareholders through the unauthorized
utilization of proprietary information.


FICTION TURNS INTO FRAUD!

HUGE singularly pursued one objective: the escalation of their stock price.
Notably, the current CEO, Zeeshan Saeed, received a mortgage from the company,
deploying those funds to repurchase stock, thereby accelerating their deceptive
scheme. Both Zeeshan Saeed and Anthony Durkacz are active participants in this
fraudulent endeavor, constituting a stark instance of stock fraud and
manipulation. Their deceitful press releases were strategically crafted to
allure additional investors, resulting in a surge in stock value from the $0.80
range to $2, all based on false premises.

FSD Pharma’s actions extended beyond breaching the non-disclosure agreement
(NDA) between the two companies; they orchestrated an intricate plot to
misappropriate the company’s intellectual property and proprietary formulas.
This unequivocally qualifies as a case of stock fraud and manipulation,
warranting thorough investigation by the Securities and Exchange Commission
(SEC).

In the United States, stock fraud and manipulation are illegal under federal
securities laws, including the Securities Act of 1933, the Securities Exchange
Act of 1934, and the Sarbanes-Oxley Act of 2002. There have been several
successful cases where companies were held accountable for stock fraud and
manipulation, including the Enron scandal in 2001, which resulted in prison
sentences for several executives involved in the fraud.

Beyond the breach of the NDA and the fraudulent stock manipulation, FSD Pharma’s
conduct poses a substantial menace to innovation and competition within the
beverage industry. GBB Drink Labs dedicated considerable time, effort, and
resources to cultivate its proprietary formulas and intellectual property. FSD
Pharma’s endeavors to pilfer and distort this information not only compromise
the integrity of GBB’s work but also erode the incentives for companies to
invest in research and development.

Unchecked, this form of corporate espionage could yield far-reaching negative
consequences for the entire industry. Therefore, it is imperative that the
Securities and Exchange Commission (SEC) conducts a thorough investigation into
this case and implements appropriate measures to deter such unethical behavior
in the future. Preserving the integrity of intellectual property and fostering a
fair competitive landscape is crucial for sustaining innovation and ensuring a
level playing field within the beverage sector.

FSD’s illicit acquisition of GBB Drink Labs’ intellectual property and
proprietary formulas constitutes a blatant breach of the foundational trust and
confidentiality inherent in any business relationship. This transgression not
only inflicts harm upon GBB Drink Labs but also casts a shadow over the entire
industry’s integrity. By falsely presenting GBB Drink Labs’ product as their
own, HUGE has not only tarnished GBB Drink Labs’ reputation but potentially
jeopardized public Safety. Consumers, reliant on accurate information for
informed health decisions, may have been misled by HUGE’s fraudulent claims.

Moreover, FSD’s manipulation of the stock market through deceptive statements
has inflicted harm not just on GBB Drink Labs but also on other investors who
may have been deceived into purchasing stock at artificially inflated prices.
This fraudulent activity undermines the credibility of financial markets and
erodes public trust in the system.

The theft of GBB Drink Labs’ intellectual property and proprietary formulas goes
beyond a mere financial loss; it represents a significant investment of time and
effort. GBB Drink Labs devoted years to research and development to create its
product, and FSD’s actions pose a substantial setback in bringing that product
to market. This egregious violation not only impacts the immediate financial
standing but also has broader implications for the reputation, Safety, and trust
within the industry.


HOW BAD IS THE FRAUD COMMITTED BY HUGE?

GBB Drink Labs announced the initiation of a lawsuit against HUGE in response to
FSD Pharma’s non-compliance with a Cease-and-Desist letter issued on April 14th,
2023. The lawsuit, filed on May 1st, 2023, in the U.S. District Court for the
Southern District of Florida, seeks $53 million in damages for material breach
of a mutual nondisclosure agreement and trade secret misappropriation.

According to the complaint, GBB Drink Labs and FSD Pharma had engaged in seven
months of discussions exploring a business opportunity related to GBB’s blood
alcohol detoxification drink. FSD Pharma publicly disclosed the misappropriation
of GBB’s trade secrets to both current and potential investors in one of its
press releases. The press release highlighted the launch of a new research and
development program addressing unmet medical needs for alcohol misuse but
deliberately omitted the crucial information regarding the misappropriation.

GBB’s lawsuit alleges that FSD Pharma utilized GBB’s proprietary and
confidential material to secure capital, attract renowned entrepreneurs to its
advisory board, and artificially inflate the price of FSD Pharma’s publicly
traded stock.
In response to these actions, GBB Drink Labs is seeking compensatory and
punitive damages, along with an injunction against FSD Pharma to prevent any
further unlawful disclosure and use of GBB’s trade secrets. The lawsuit,
identified as GBB DRINK LAB, INC. v. FSD BIOSCIENCES INC., has been filed with
case number 0:23-cv-60800-AHS in the U.S. District Court for the Southern
District of Florida.

GBB has a patented formula that accelerates the process of converting alcohol to
sugar in the body. By enhancing the metabolic pathways that facilitate this
process, the formula can help the body clear alcohol much faster than normal.
The Company has been working on a proprietary drink for several years using its
patented formula.

In May 2023, Jupiter Wellness, Inc., a publicly traded company now trading under
the symbol JUPW, successfully acquired the patents of GBB Drink Labs, with the
closing date set for August 11th of the same year. In their press release, the
company proudly declared that their product, “Safety Shot,” stands as the
world’s first rapid blood alcohol detoxification product. Developed by a doctor,
patented, and validated through initial research, Safety Shot boasts the ability
to lower blood alcohol content by up to 50% in just 30 minutes.

Jupiter Wellness CEO Brian John expressed immense enthusiasm about the
acquisition, stating, “We couldn’t be more excited about closing this
acquisition as our company is now positioned to launch a first-of-its-kind
wellness product that we believe will have HUGE implications and benefits on
wellness and Safety around alcohol consumption. With key members of the Safety
Shot team now on our team, a successful launch of this critical product is well
underway. While we continue to execute on our portfolio of other health and
wellness products, Safety Shot is the Company’s primary focus going forward. We
see this as a tremendous win for Jupiter shareholders.”

Since Aug 11th’s announcement, the company has changed its name and ticker
symbol to Safety Shot, Inc (SHOT: NASDAQ).
On August 25th, HUGE provided clarity and rebuttal to frivolous claims
disparaging the Company and its groundbreaking efforts relating to its
development of an innovative rapid alcohol detoxification drink, using its
proprietary formulation developed to reduce the impacts of alcohol consumption.
HUGE went as far to say that GBB’s public statements about its knowledge of this
technology are, at best, suspect. GBB’s website states that its own supplement’s
alleged efficacy “was established via rigorous blood alcohol content testing on
dozens of test subjects,” (emphasis added) rather than any sort of formal,
clinical validation effort. Further, GBB’s press release states that “Our
patented formula accelerates the process of converting alcohol to sugar in the
body. But it is well-recognized and understood by the scientific community that
at no point in the process of metabolizing alcohol is it converted into sugar.
FSD Pharma believes that GBB’s failure to appreciate this basic fact
demonstrates a lack of understanding regarding the basics of alcohol metabolism
in the body.

Ironically, HUGE’s ingredients are almost identical. Very suspicious to say the
least!

HUGE currently finds itself defenseless in light of the nondisclosure agreement
(NDA) it had with GBB. The purpose of the NDA was to provide protection for the
disclosing party, GBB in this case, against entities like HUGE that seemingly
engage in corporate espionage. It appears that HUGE led GBB into a deceptive
situation with the intention of pilfering their product, utilizing coercive
tactics to pressure GBB into selling their product for a fraction of its actual
value by falsely asserting that it lacked marketability. All the while, HUGE was
surreptitiously using the same ingredients.

The issue becomes more egregious as HUGE attempts to make verifiable medical
claims without acknowledging the blatant theft of intellectual property. It’s
evident that HUGE had not conceived this innovative idea before engaging with
GBB. Following the breakdown of negotiations, HUGE resorted to corporate fraud,
attempting to brazenly purloin the idea and patented formulas for their
exclusive benefit.


THE REAL FRAUD COMES TO LIGHT WITH RECENT MOVES…

HUGE seems to be acutely aware that their prospects of success in court are
slim, given their failure to produce any documentation proving that their drink
product was in development before engaging with GBB. The adage “You can run, but
you can’t hide” aptly characterizes HUGE’s conduct throughout this ordeal. Their
strategy of consistently changing legal representation, leading to lawyers
quitting, appears to be a deliberate maneuver aimed at buying time to expedite
the market release of their product.

HUGE’s misleading narrative to the public, portraying their product development
as an epiphany, further demonstrates their attempt to maintain a façade of
truthfulness while essentially robbing another entity of its ideas. Their
history of extorting companies and subsequently paying them off to appropriate
intellectual property raises serious ethical concerns.



It seems that HUGE is exploiting outdated legal frameworks to shield themselves
while actively plotting their fraudulent activities. Their conscious commitment
to fraudulent behavior becomes more apparent when examining their attempts to
obscure their actions through dubious transactions, such as the arrangement
agreement with Celly Nutrition Group. The announcement of distributing a portion
of FSD Pharma’s shareholdings of Celly Nu to certain securityholders of FSD
Pharma on October 4th appears to be a strategic move to divert attention away
from HUGE and mitigate the repercussions of their actions.

Pursuant to the Agreement, the Company will recommend to the holders of class A
multiple voting shares (“Class A Shares”), class B subordinate voting shares
(“Class B Shares”), and warrants exercisable for the purchase of Class B Shares,
provided the applicable warrant certificate entitles the holder thereof to
receive distributions substantially similar to those received by holders of
Class B Shares (“Class B Distribution Warrants”, collectively with the Class A
Shares, and the Class B Shares, the “FSD Pharma Securities”) at an upcoming
special meeting (the “Meeting”) to distribute common shares in the capital of
Celly Nu (“Celly Shares”) to the holders of the FSD Pharma Securities (“FSD
Pharma Securityholders”), on the basis of one Celly Share distributed in respect
of each FSD Pharma Security that is issued and outstanding as of the final
record date for the Transaction (the “Distribution Record Date”). The Company
expects that this will result in an aggregate of approximately 45,714,621 Celly
Shares being distributed to the FSD Pharma Securityholders (the “Distributed
Shares”) and an aggregate of approximately 154,285,379 Celly Shares retained by
the Company, in each case assuming that the number of FSD Pharma Securities
remains unchanged between today and the Distribution Record Date.

Subject to the approval of the FSD Pharma Securityholders, the Transaction will
be effected by way of a court approved plan of arrangement (“Plan of
Arrangement”) under the provisions of the Business Corporations Act (Ontario).
The Distribution Record Date will be announced promptly following receipt of the
requisite approval of the FSD Pharma Securityholders and regulatory approvals.
There will be no change in FSD Pharma Securityholders’ proportionate ownership
in FSD Pharma Securities as a result of the Plan of Arrangement. In addition,
holders of FSD Pharma options (“FSD Options”) and non-distribution warrants
(“Non-Distribution Warrants”) as at the effective date of the Plan of
Arrangement will have such FSD Options and Non-Distribution Warrants adjusted in
accordance with their terms as a result of the Transaction.

The inclusion of Celly Nu in HUGE’s strategic moves introduces a pre-revenue,
early-stage research, and development company that focuses on creating consumer
products in the dietary supplement industry. Celly Nu’s primary goal is to
leverage specific intellectual property assets to develop recreational and
consumer prototype products designed to alleviate inebriation resulting from
excessive alcohol consumption.

In simpler terms, HUGE seems to be transferring their illicit assets into a
shell company, Celly Nu, with the intention of insulating its main operations
from any adverse effects. This maneuver can be likened to playing a game of
“Three Card Monty,” where the fraudulent activities are hidden in plain sight,
diverting attention away from the core operations of HUGE.
The motive behind this strategic move becomes clearer when considering the
potential benefits for HUGE. By entrusting the distribution rights to Celly Nu,
which happens to be owned by individuals like Kevin Harrington and Gerry David,
HUGE may believe that this arrangement will provide a shield from prosecution
and lawsuits. This tactic appears to be an attempt to create a buffer between
their fraudulent actions and the legal consequences they might face.


The crux of the matter is that HUGE aimed to acquire GBB Drink Labs under the
façade of a Non-Disclosure Agreement (NDA). Throughout this intricate process,
HUGE actively engaged in fraudulent practices, coercing GBB to disclose the
intellectual property (IP) of their patented drink products. They went a step
further, taking samples of GBB’s drink formulas to replicate them in their labs
with the ultimate goal of purloining the formula and later asserting that GBB’s
drink was ineffective against countering alcohol consumption. Despite the
protective measures of the NDA, GBB found themselves under threat from HUGE, who
sought to compel them into selling their patented formulas at a fraction of
their true value. Following consultations with an independent auditor regarding
their assessments, GBB opted to align with Jupiter Wellness.

Since the initiation of this process, HUGE’s stock price has plummeted by over
50% from its peak, driven by fraudulent information, while Safety Shot’s stock
value has surged by an impressive 1000%. Ironically, HUGE has been attempting to
emulate every move made by Safety Shot, evident in their recent press release
announcing plans for direct-to-consumer sales in March, mirroring Safety Shot’s
prior announcement of direct sales with Amazon starting in November.

The situation is not merely characterized by the theft of intellectual property
and ideas; it is compounded by the audacious attempt to mimic the very company
from which they pilfered. GBB, fortified with a legal team of world-class
attorneys specializing in corporate fraud and espionage, remains resilient.


In this high-stakes narrative, if one were to hazard a guess, the odds favor the
company who developed the product. Investors in HUGE are forewarned: Zeeshan
Saeed, Founder, CEO & Executive Co-Chairman of the Board, Anthony Durkacs,
Founder, Executive Co-Chairman of the Board, and Dr. Lakshmi P. Korta, B.
Pharma, PhD, Director of Lucid Psycheceuticals, President FSD Biosciences, CEO
FSD Pharma Australia, are implicated in a web of deceit. Their readiness to
engage in deceitful practices raises a pivotal question: To what extent are they
willing to compromise ethical standards at the expense of investors for a quick
financial gain?

Proceed with caution.


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