amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Corporation. The price at
which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. See Plan of Distribution.
This Prospectus does not qualify the issuance of Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in
part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or
the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of
which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers acceptance rate, or to
recognized market benchmark interest rates such as the London Inter-Bank Offered Rate (LIBOR), Euro Inter-Bank Offered Rate (EURIBOR) or a United States federal funds rate.
No underwriter or dealer involved in an at-the-market distribution
under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot securities in connection with such distribution or effect any other
transactions that are intended to stabilize or maintain the market price of the offered Securities or securities of the same class as the Securities distributed under the
at-the-market distribution, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an
over-allocation position in the Securities.
In connection with any Offering of the Securities, subject to applicable laws and other than an at-the-market distribution, the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities
at a level above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See Plan of Distribution.
The Common Shares are listed on the NEO under the trading symbol CYBN, and in the United States on the OTCQB under the trading symbol
CLXPF. On July 2, 2021, the last trading day prior to the filing of this Prospectus, the closing prices of the Common Shares listed on the NEO and the OTCQB were $2.60 and US$2.12, respectively.
Unless specified in the applicable Prospectus Supplement, there is no market through which the Subscription Receipts, Warrants, Units and Debt Securities may
be sold and purchasers may not be able to resell the Subscription Receipts, Warrants, Units and Debt Securities purchased under this Prospectus and the Prospectus Supplement. This may affect the pricing of the Subscription Receipts, Warrants, Units
and Debt Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Subscription Receipts, Warrants, Units and Debt Securities and the extent of issuer regulation. See Risk
Factors.
Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully
described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable Prospectus Supplement and in any event consult with a tax advisor.
An investment in the Securities is subject to a number of risks, including those risks described in this Prospectus and documents incorporated by reference
into this Prospectus. See Risk Factors in this Prospectus and in the Corporations Annual Information Form and Annual MD&A (each as defined herein) incorporated by reference herein.
No person is authorized by the Corporation to provide any information or to make any representation other than as contained in this Prospectus in connection
with the issue and sale of the Securities offered hereunder.
No underwriter has been involved in the preparation of this Prospectus or performed any
review of the contents hereof.
Each of Douglas Drysdale, Michael Palfreyman, Alex Nivorozhkin and Brett Green, officers of the Corporation, resides
outside of Canada. They have each appointed Maxims CS Inc., Suite 1800, 181 Bay Street, Toronto, Ontario, M5J 2T9, as agent for service of process in Ontario. Prospective purchasers are advised that it may not be possible for investors to enforce
judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process,
see Risk Factors Risks Related to an Offering Enforcement of Civil Liabilities.
In this Prospectus,
references to the Corporation, Cybin, we, us and our refer to Cybin Inc. and/or, as applicable, one or more of its subsidiaries. The Corporations
registered and head office is located at 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.
The Corporation currently has two business segments: (a) Serenity Life Sciences Inc. (Serenity
Life) and Cybin US Holdings Inc. (Cybin U.S.) that focus on the research, development and commercialization of psychedelic-inspired regulated medicines; and (b) Natures Journey Inc. (Natures Journey) that focuses
on consumer mental wellness, including, but not limited to, non-psychedelic mushroom nutraceutical products. Like most life sciences and pharmaceutical companies, Serenity Lifes and Cybin U.S.s
(psychedelic) business is focused on research and development, see Use of Proceeds. Currently the Corporation plans to conduct research and development on synthesized API from pharmaceutical manufacturers in Jamaica.
No product will be commercialized prior to applicable legal or regulatory approval.
The Canadian and United States
federal governments regulate drugs through the Controlled Drugs and Substances Act (Canada) (the CDSA) and the Controlled Substances Act (21 U.S.C. § 811) (the CSA),
respectively, which place controlled substances in a schedule. Under the CDSA, psilocybin is currently a Schedule III drug. Under the CSA, psilocybin is currently a Schedule I drug.
Unlike in Canada and the United States, psilocybin mushrooms are not an illegal drug under
Jamaicas Dangerous Drugs Act, 1948. The Corporations activity in relation to the sponsored research of psilocybin mushrooms, botanicals and other related fungi is limited to the jurisdiction of Jamaica. The
Corporations future business activities in Jamaica involve the import of psychedelic and pharmaceutical based medicines (derived from mushrooms) for the purposes of research and development and clinical trials in Jamaica.
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