PsyBio Announces Closing of First Tranche of Private Placement and Provides Corporate Update

PsyBio Therapeutics Corp. (TSXV: PSYB | OTCQB: PSYBF), an intellectual property driven biotechnology company focused upon discovery and development of novel psycho-targeted therapeutics being designed to improve mental health and neurological conditions, is pleased to announce that the Company has completed the first tranche of its previously announced non-brokered private placement offering of units of the Company (the “Units“) consisting of 12,665,612 Units at a price of C$0.05 per Unit for aggregate gross proceeds of C$633,281 (the “Offering“). Each Unit is comprised of one subordinate voting share (a “Share“) in the capital of the Company and one subordinate voting share purchase warrant (a “Warrant“) exercisable at C$0.10 per Share for a period of 24 months following the closing date of the Offering. The expiry date of the Warrants may be accelerated by the Company at any time and upon 30 days’ notice, if the closing price of the Shares on the TSX Venture Exchange is greater than C$0.20 for any 10 non-consecutive trading days following the date that is four months and one day after the date of issuance and prior to the expiry date of the Warrants.

The Company will use the net the proceeds of the Offering for Current Good Manufacturing Practices (“cGMP“) regulations to scale its biosynthetic drug candidates in its own facility, clinical trial preparation and general corporate and working capital purposes.

“Our highly adaptable technology, using genetically modified bacteria, facilitates the production of target molecules far more efficiently than either chemical synthesis or agricultural production including both non-natural targets and natural targets without sufficient natural abundance which are practically impossible to extract or efficiently synthesize,” stated Dr. Michael Spigarelli, PsyBio’s Chief Medical and Scientific Officer. “Over the past several years, PsyBio has been perfecting the biosynthetic processes, has scaled to commercial levels and has had a successful pre-Investigational New Drug (“IND“) meeting with the United States Food and Drug Administration (“FDA“).”

As consideration for certain services provided to the Company in connection with the Offering, the Company paid an aggregate of C$700 and issued 14,000 compensation options exercisable to acquire one Share at a price of C$0.05 per Share for a period of 24 months following the closing date of the Offering, as finders’ fees to certain persons.

All of the securities issuable in connection with the Offering are subject to a hold period expiring four months and one day after the date of issuance in accordance with Canadian securities laws. The Offering is subject to the final approval of the TSXV and to all regulatory approvals.

To demonstrate continued support of the Company’s growth plans, all of the directors and executive officers of the Company participated in the Offering in an aggregate amount of C$496,290. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The related party transaction is exempt from minority approval, information circular, and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities issued nor the consideration paid exceeds 25% of the Company’s market capitalization.

The securities being offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, such securities being offered pursuant to the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company also announces its intention to increase the size of the Offering by up to an additional C$1,000,000 (the “Additional Offering“) for potential aggregate gross proceeds of C$2,000,000 when taking into account the amount previously announced on in the Company’s December 1, 2022 news release. The Company is proposing to complete the Additional Offering on a non-brokered basis on identical terms to the Offering, as more fully described in the Company’s December 1, 2022 press release, on or before February 3, 2023. The Additional Offering is subject to approval by the TSXV. The Company further announces that Mr. Nitin Kaushal has resigned from the Board for personal reasons, and the Board has accepted his resignation. The Company thanks Mr. Kaushal for his valuable contributions and wishes him every success in his future endeavours. The Board now consists of Messrs. Evan Levine, Noah Davis, Ross Carmel and Bob Oliver.

PsyBio Therapeutics is an intellectual property driven biotechnology company developing novel psycho-targeted therapeutics to being designed to improve mental health and neurological conditions. The team has extensive experience in drug discovery based on synthetic biology and metabolic engineering as well as clinical and regulatory expertise progressing drugs through human studies and regulatory protocols. Research and development is currently ongoing for naturally occurring psychoactive tryptamines originally discovered in different varieties of hallucinogenic mushrooms, other tryptamines and phenethylamines and combinations thereof. The Company utilizes a bio-medicinal chemistry approach to therapeutic development, in which psychoactive compounds can be utilized as a template upon which to develop precursors and analogs, both naturally and non-naturally occurring.