–Combined portfolios create the industry’s largest, most advanced, well-protected deuterated DMT program –
– Combination creates the largest intellectual property portfolio in the psychedelic drug development sector with over 30 patents granted and 160 patents pending –
– Two proprietary, advanced clinical programs in development for depression and anxiety disorders with demonstrated safety and efficacy –
Cybin Inc. (NYSE American:CYBN) (NEO:CYBN) (“Cybin”, or the “Company”) and Small Pharma Inc. (TSXV:DMT) (OTCQB:DMTTF) (“Small Pharma”) are pleased to announce the completion of the previously-announced acquisition by Cybin of Small Pharma by way of a plan of arrangement under the Business Corporations Act (British Columbia), and pursuant to the terms of an arrangement agreement dated August 28, 2023 between Cybin and Small Pharma (the “Arrangement”). As a result of the Arrangement, Small Pharma is now a wholly-owned subsidiary of Cybin.
“The closing of this transaction marks a significant milestone in Cybin’s growth trajectory, firmly establishing us as a leader in the psychedelics sector,” said Doug Drysdale, Chief Executive Officer of Cybin. “With the industry’s largest, most advanced and well-protected deuterated N,N-dimethyltryptamine (“dDMT”) pipeline program and topline efficacy data for CYB003, our deuterated psilocybin analog program expected this quarter, Cybin is well positioned with two advanced clinical programs for the treatment of depression and anxiety disorders with demonstrated safety and efficacy. Our efforts are also supported by the largest intellectual property portfolio in the psychedelic drug development space, with over 30 patents granted and more than 160 patents pending. We welcome the Small Pharma scientists and leaders who are joining the Cybin team, as we look to leverage the many synergies and drive value for shareholders.”
George Tziras, Chief Executive Officer of Small Pharma, commented, “For the past 8 years, Small Pharma has worked to develop transformative medicines for patients struggling with depression. I am incredibly proud of what we as a team have achieved. This transaction marks the start of an exciting new chapter for Small Pharma as we bring to Cybin a complementary portfolio and a talented team. We firmly believe the combined company will be well positioned to accelerate innovation in the industry and deliver enhanced value for our shareholders and better outcomes for patients.”
With a common goal to create novel, optimized psychedelic-based therapeutics, the combination of Cybin and Small Pharma creates an international, clinical-stage leader with the potential to transform the treatment paradigm for mental health conditions. Cybin’s and Small Pharma’s combined N,N-dimethyltryptamine (“DMT”) and DMT programs creates the largest dataset of systematic research on these short-duration psychedelic molecules. The companies’ combined development portfolios are highly complementary and provide multiple opportunities to create operational and cost synergies.
Data readouts from the combined company’s Phase 1 deuterated programs, CYB004 and SPL028 are anticipated by late 2023. This will enable a robust evaluation of formulations and administration routes, and an informed, data-driven approach to launching a Phase 2 efficacy study of DMT in the United States early in 2024.
Cybin expects to report Phase 2 safety and efficacy data from its proprietary CYB003 deuterated psilocybin analog program in participants with major depressive disorder in late 2023. Plans are underway to scale the program for Phase 3 in early 2024.
“As a stronger combined organization, there is a lot to look forward to in the remaining months of 2023 and 2024, as Cybin will have four studies running in 2024, CYB003, as it moves to Phase 3, CYB004, as it moves to Phase 2, and two formulation studies focused on evaluating more convenient dosing regimens,” concluded Drysdale.
George Tziras said, “To date, we have demonstrated strong proof of concept for our DMT program, with data to support its rapid and durable antidepressant effects to at least six months. Importantly, we have further shown that a DMT-based treatment can be administered safely in patients taking selective serotonin reuptake inhibitor antidepressants and has the potential to enhance treatment efficacy. As a combined company, the upcoming year offers the opportunity to make significant advances in our combined proprietary psychedelic portfolio as we continue to further validate the treatment potential of these therapies.”
Information for former Small Pharma Shareholders
Under the terms of the Arrangement, each former Small Pharma shareholder is now entitled to receive 0.2409 common shares of Cybin (“Cybin Shares”) for each Small Pharma common share (“Small Pharma Share”) held prior to the Arrangement (the “Consideration”). Cybin has issued an aggregate of 80,945,300 Cybin Shares to Odyssey Trust Company, as depositary (the “Depositary”)pursuant to the terms of the Arrangement. Small Pharma Shares are expected to be delisted from the TSX Venture Exchange (the “TSXV”) and removed from the OTCQB Venture Market (the “OTCQB”)in the coming days, and Small Pharma will apply to cease to be a reporting issuer in each of the provinces and territories in Canada.
In order to receive the Consideration to which they are entitled, registered holders of Small Pharma Shares who hold physical share certificates or DRS statements must submit a letter of transmittal to the Depositary. A letter of transmittal has previously been mailed to Small Pharma shareholders in connection with the annual and special meeting of Small Pharma shareholders held on October 12, 2023, and is available on Small Pharma’s profile on SEDAR+ at www.sedarplus.com. Small Pharma shareholders who hold their Small Pharma Shares through a broker or other intermediary should follow the instructions provided by such broker or intermediary.
Cybin Board and Management
The combined company will be led by Cybin’s Chief Executive Officer, Doug Drysdale, who brings over 30 years of experience in the healthcare sector. George Tziras, the former Chief Executive Officer of Small Pharma, has joined the board of directors of Cybin and will serve as Cybin’s Chief Business Officer, and certain Small Pharma senior management and staff will be integrated with the existing Cybin team to create a highly experienced and skilled team that is well positioned to deliver on the development and clinical execution of the combined pipeline.