Cybin Inc. (NYSE American: CYBN) (Cboe CA:CYBN) (Cybin”
or the “Company”), a clinical-stage breakthrough
neuropsychiatry company committed to revolutionizing mental
healthcare by developing new and innovative next-generation
treatment options, is pleased to announce the voting results for
each of the matters presented at the Company’s annual and special
meeting of shareholders held on August 27, 2024 (the
“Meeting”). There were 87 shareholders represented in person
or by proxy at the Meeting holding 453,195,063 common shares,
representing 59.66% of Cybin’s total issued and outstanding common
shares as at the record date for the Meeting. The voting results
for each matter presented at the Meeting are set out below:
1. Appointment of Auditor
Zeifmans LLP was appointed auditor of Cybin until the next
annual meeting of shareholders at renumeration to be fixed by the
directors of Cybin. Voting results are set out below:
Votes For
Votes Withheld
#
%
#
%
447,888,253
99.29
3,192,685
0.71
2. Election of Directors
Each of the nominees for election as director listed in Cybin’s
management information circular dated July 24, 2024 were elected as
directors of Cybin for the ensuing year or until their successors
are elected or appointed. Voting results are set out below:
Votes For
Votes Withheld
#
%
#
%
Theresa Firestone
294,246,457
99.30
2,068,215
0.70
Grant Froese
291,239,267
98.29
5,075,405
1.71
Paul Glavine
294,405,593
99.36
1,909,079
0.64
Eric Hoskins
289,686,724
97.76
6,627,948
2.24
Mark Lawson
291,772,251
98.47
4,542,420
1.53
Eric So
294,108,045
99.26
2,206,627
0.74
George Tziras
289,376,032
97.66
6,938,640
2.34
3. Consolidation of Common Shares
The resolution to approve the consolidation of the issued and
outstanding common shares of the Company by a ratio of up to 50:1
was approved by at least two-thirds of votes cast by the
shareholders who voted in respect of the resolution present or
represented by proxy at the Meeting. Voting results are set out
below:
Votes For
Votes Against
#
%
#
%
430,616,168
95.46
20,464,958
4.54
4. Amendments to Equity Incentive Plan
The resolution to approve certain amendments to Cybin’s equity
incentive plan was approved by a majority of votes cast by the
shareholders who voted in respect of the resolution present or
represented by proxy at the Meeting. Voting results are set out
below:
Votes For
Votes Against
#
%
#
%
204,933,530
69.16
91,381,142
30.84
5. Amendments to Shareholder Rights Plan
The resolution to approve certain amendments to Cybin’s
shareholder rights plan was approved by a majority of votes cast by
the shareholders who voted in respect of the resolution present or
represented by proxy at the Meeting. Voting results are set out
below:
Votes For
Votes Against
#
%
#
%
285,100,993
96.22
11,213,679
3.78
6. Amendments to Common Share Purchase Warrants
The resolution to approve certain amendments to the outstanding
common share purchase warrants of the Company was approved by a
majority of votes cast by the disinterested shareholders who voted
in respect of the resolution present or represented by proxy at the
Meeting. Voting results are set out below:
Votes For
Votes Against
#
%
#
%
252,224,216
94.06
15,927,910
5.94
Share Consolidation
The Company also announces that the board of directors of the
Company has approved the consolidation ratio for the proposed
consolidation of the Company’s issued and outstanding common shares
on the basis one new common share for every 38 existing common
shares (the “Consolidation”).
As a result of the Consolidation, the 759,692,495 common shares
issued and outstanding prior to the Consolidation will be reduced
to approximately 19,991,907 common shares. Each shareholder’s
percentage ownership in the Company and proportional voting power
remains unchanged after the Consolidation, except for minor changes
and adjustments resulting from the treatment of any fractional
common shares.
Furthermore, 148,656,000 options and 106,255,498 common share
warrants, prior to the Consolidation have been reduced to
approximately 3,912,000 options, and approximately 2,796,197 common
share warrants, respectively, as a result of the Consolidation.
The Company will not be issuing fractional post-Consolidation
common shares. Where the Consolidation would otherwise result in a
shareholder being entitled to a fractional common shares, the
number of post-Consolidation common shares issued to such
shareholder shall be rounded either up or down to the next highest
or lowest number of the whole consolidated Common Shares, as the
case may be.
Shareholder approval of the Consolidation was obtained at the
Meeting. In connection with the Consolidation, the Company expects
to send letters of transmittal to registered holders of its common
shares for use in transmitting their existing share certificates
(“Existing Certificates”) to the Company’s registrar and
transfer agent, Odyssey Trust Company, in exchange for new
certificates (“New Certificates”) representing the number of
post-Consolidation common shares to which such shareholder is
entitled as a result of the Consolidation. No delivery of a New
Certificate to a shareholder will be made until the shareholder has
surrendered its Existing Certificates. Until surrendered, each
Existing Certificate shall be deemed for all purposes to represent
the number of post-Consolidation common shares to which the holder
is entitled as a result of the Consolidation.
The Consolidation is subject to the approval of the CBOE Canada.
The Company expects the Consolidation to be effective and the
trading of the common shares of the Company reflecting the
Consolidation to commence on or about September 19, 2024.
About Cybin
Cybin is a clinical-stage breakthrough neuropsychiatry company
on a mission to create safe and effective next-generation
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, novel formulation
approaches and treatment regimens. Cybin is currently developing
CYB003, a proprietary deuterated psilocybin analog program for the
treatment of major depressive disorder and CYB004, a proprietary
deuterated dimethyltryptamine 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. For Company updates and to learn more
about Cybin, visit www.cybin.com or follow the Company on X,
LinkedIn, YouTube and Instagram.
Cautionary Notes and Forward-Looking Statements
Certain statements in this news release relating to the Company
are forward-looking statements and are prospective in nature.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as “may”, “should”, “could”, “intend”,
“estimate”, “plan”, “anticipate”, “expect”, “believe” or
“continue”, or the negative thereof or similar variations.
Forward-looking statements in this news release include statements
regarding the Consolidation, and the Company’s plans to engineer
proprietary drug discovery platforms, innovative drug delivery
systems, novel formulation approaches and treatment regimens for
mental health conditions.
These forward-looking statements are based on reasonable
assumptions and estimates of management of the Company at the time
such statements were made. Actual future results may differ
materially as forward-looking statements involve known and unknown
risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to materially
differ from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such
factors, among other things, include: fluctuations in general
macroeconomic conditions; fluctuations in securities markets;
expectations regarding the size of the psychedelics market; the
ability of the Company to successfully achieve its business
objectives; plans for growth; political, social and environmental
uncertainties; employee relations; the presence of laws and
regulations that may impose restrictions in the markets where the
Company operates; implications of disease outbreaks on the
Company's operations; and the risk factors set out in each of the
Company's management's discussion and analysis for the three months
ended June 30, 2024 and the Company’s annual information form for
the year ended March 31, 2024, which are available under the
Company's profile on www.sedarplus.ca and with the U.S. Securities
and Exchange Commission on EDGAR at www.sec.gov. Although the
forward-looking statements contained in this news release are based
upon what management of the Company believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward-looking
statements and information contained in this news release. The
Company assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change, except as required by law.
Cybin makes no medical, treatment or health benefit claims about
Cybin’s proposed products. The U.S. Food and Drug Administration,
Health Canada or other similar regulatory authorities have not
evaluated claims regarding psilocybin, psychedelic tryptamine,
tryptamine derivatives or other psychedelic compounds. The efficacy
of such products has not been confirmed by approved research. There
is no assurance that the use of psilocybin, psychedelic tryptamine,
tryptamine derivatives or other psychedelic compounds can diagnose,
treat, cure or prevent any disease or condition. Rigorous
scientific research and clinical trials are needed. If Cybin cannot
obtain the approvals or research necessary to commercialize its
business, it may have a material adverse effect on Cybin’s
performance and operations.
Neither the Cboe Canada, nor the NYSE American LLC stock
exchange have approved or disapproved the contents of this news
release and are not responsible for the adequacy and accuracy of
the contents herein.
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version on businesswire.com: https://www.businesswire.com/news/home/20240827506257/en/
Investor & Media Contact: Gabriel Fahel Chief Legal
Officer Cybin Inc. 1-866-292-4601 irteam@cybin.com – or –
media@cybin.com