Cybin Inc. (NYSE American:CYBN) (NEO:CYBN) (“Cybin” or the “Company”), a clinical-stage biopharmaceutical company committed to revolutionizing mental healthcare by developing new and innovative psychedelic-based treatment options, announced today that it has renewed its previously established at-the-market equity program (the “ATM Program”) that allows Cybin to issue and sell up to US$35,000,000 of common shares (“Shares”) in the capital of the Company from treasury to the public, from time to time, through the Agents (as defined below). All Shares sold under the ATM Program will be sold in transactions that are deemed to be “at-the-market” distributions as defined in National Instrument 44-102 – Shelf Distributions, directly through the Neo Exchange Inc., now operating as Cboe Canada (the “NEO Exchange”), the NYSE American LLC or any other “marketplace” (as defined in National Instrument 21-101 Marketplace Operation) upon which the Shares are listed, quoted or otherwise traded, at the prevailing market price at the time of sale. Cybin intends to use the net proceeds from sales of Shares under the ATM Program, if any, for growth opportunities and working capital initiatives.
Distributions of Shares under the ATM Program, if any, will be made pursuant to the terms and conditions of an “at-the-market equity” distribution agreement (the “Distribution Agreement”) dated August 23, 2023 that the Company entered into with Cantor Fitzgerald Canada Corporationand Cantor Fitzgerald & Co. (collectively, the “Agents”).The ATM Program will be effective until the earlier of the issuance and sale of all of the Shares issuable pursuant to the ATM Program and September 17, 2025unless earlier terminated in accordance with the terms of the Distribution Agreement. The Company is not obligated to make any sales of Shares under the ATM Program and there can be no assurance as to when such sales will be completed, if ever. The volume and timing of distributions under the ATM Program, if any, will be determined in Cybin’s sole discretion and in accordance with the Distribution Agreement. As any Shares distributed under the ATM Program will be issued and sold at the prevailing market price at the time of the applicable sale, prices may vary among purchasers through the duration of the ATM Program. The completion of sales of Shares under the ATM Program will be subject to customary closing conditions, including the listing of such Shares on the NEO Exchange and the NYSE American LLC, and any required approvals of each exchange.
The ATM Program is being established, and the sale of the Shares through the ATM Program will be made pursuant to, and qualified by way of a prospectus supplement dated August 23, 2023 (the “Supplement”) to the Company’s short form base shelf prospectus dated August 17, 2023 (the “Base Prospectus”) filed with the securities commissions in each of the provinces and territories of Canada. The Base Prospectus allows Cybin to qualify offerings of common shares, warrants, subscription receipts, units or debt securities, or a combination thereof, up to an aggregate total of C$160,000,000 during the 25 month period that the Base Prospectus remains effective. The Supplement was also filed with the United States Securities and Exchange Commission (the “SEC”), as part of a registration statement on Form F-10, which became effective on August 17, 2023, in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.
The Supplement and accompanying Base Prospectus contain important detailed information about the ATM Program. The Supplement and accompanying Base Prospectus can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca and with the SEC on EDGAR at www.sec.gov. Copies of the Supplement and accompanying Base Prospectus may also be obtained from Cantor Fitzgerald Canada Corporation, Attn: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, Email: ecmcanada@cantor.com, Cantor Fitzgerald & Co., Attn: Capital Markets, 110 East 59th Street, 6th floor, New York, New York 10022, Email: prospectus@cantor.com. Prospective investors should read the Supplement and accompanying Base Prospectus and the other documents the Company has filed before making an investment decision.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Qualification of LPC Purchase Agreement
The Company is also pleased to announce the filing a prospectus supplement dated August 23, 2023 (the “LPC Supplement”), to the Base Prospectus, which qualifies the sales of up to US$30,000,000 of the Company’s common shares pursuant to the previously announced common share purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). The Purchase Agreement was entered on May 30, 2023, allowing the Company to issue Shares with a value of up to US$30,000,000 from treasury to LPC from time to time at the Company’s discretion for a period of up to 36 months.
The LPC Supplement and accompanying Base Prospectus contain important detailed information about the Purchase Agreement. The Purchase Agreement, the LPC Supplement and accompanying Base Prospectus can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca and with the SEC on EDGAR at www.sec.gov.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cybin is a clinical-stage biopharmaceutical company on a mission to create safe and effective psychedelic-based therapeutics to address the large unmet need for new and innovative treatment options for people who suffer from mental health conditions.
Cybin’s goal of revolutionizing mental healthcare is supported by a network of world-class partners and internationally recognized scientists aimed at progressing proprietary drug discovery platforms, innovative drug delivery systems, and novel formulation approaches and treatment regimens. The Company is currently developing CYB003, a proprietary deuterated psilocybin analog for the treatment of major depressive disorder and CYB004, a proprietary deuterated DMT molecule for generalized anxiety disorder and has a research pipeline of investigational psychedelic-based compounds.
Headquartered in Canada and founded in 2019, Cybin is operational in Canada, the United States, the United Kingdom, the Netherlands and Ireland.