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OXFORD, Ohio and DENVER, Dec. 1, 2022 /CNW/ - PsyBio Therapeutics Corp. (TSXV: PSYB) (OTCQB: PSYBF) ("PsyBio" or the "Company"), an intellectual property driven biotechnology company focused on discovery and development of novel, bespoke, psycho-targeted therapeutics to potentially improve mental and neurological health, announces that it intends to complete a non-brokered private placement of up to 20,000,000 units of the Company (each, a "Unit") at an issue price of C$0.05 per Unit for gross proceeds of up to C$1,000,000 (the "Offering").
Each Unit will consist of one subordinate voting share (each, a "Share") and one Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to acquire one Share (each, a "Warrant Share") at an exercise price of C$0.10 per Warrant Share for a period of two years from the first Closing Date (as defined below). 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 (the "TSXV") 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 intends to use the proceeds of the Offering for cGMP manufacturing, clinical trials and general corporate and working capital purposes.
Subject to the approval of the TSXV, it is anticipated that the Offering will be completed in one or more tranches, with the first tranche closing on or about December 23, 2022, or such other date as may be determined by the Company (each, a "Closing Date"). There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein.
In connection with the Offering, eligible parties may receive a cash finder's fee equal to up to seven percent (7%) of the gross proceeds of the Units sold to subscribers introduced by such parties, and warrants (each, a "Finder's Warrant") to purchase that number of Shares as is equal to up to seven percent (7%) of the Units sold to subscribers introduced by such parties. Each Finder's Warrant will be exercisable to acquire one Share at a price of C$0.05 per Share for a period of two years from the first Closing Date.
The securities issued or issuable in connection with the Offering (including the Units, Shares, Warrants, Warrant Shares and Finder's Warrants) will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. The Offering is subject to TSXV approval.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements 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 any offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
As certain insiders and other related parties of the Company may be participating in the Offering, it may be deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61- 101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities distributed to, and the consideration received from, related parties will not exceed 25% of the Company's market capitalization.
About PsyBio Therapeutics Corp.
PsyBio Therapeutics is an intellectual property driven biotechnology company developing new, bespoke, psycho-targeted therapeutics to potentially improve mental and neurological health. 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward looking-statements in this press release include statements regarding: the Offering; the ability of the Company to close the Offering on the terms described herein, if at all; the Company's anticipated use of proceeds from the Offering; the ability of PsyBio to understand psycho-targeted, biosynthesized tryptamines; the ability of PsyBio to develop novel formulations to potentially treat neurologic and psychologic conditions and other disorders; the ability of PsyBio to build and protect its intellectual property portfolio of novel drug candidates; and the ability of PsyBio to move target candidates into scaled commercial manufacturing and regulatory application.
In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: PsyBio will be successful in protecting its intellectual property; PsyBio will be successful in discovering new valuable target molecules; PsyBio will file one or more IND Applications with the United States Food and Drug Administration (the "FDA"); PsyBio's technology will be safe and effective; a confirmed signal will be identified in PsyBio's selected indications; PsyBio's psycho-targeted therapeutics may potentially improve mental and neurological health; and that drug development involves long lead times, is very expensive and involves many variables of uncertainty. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting PsyBio's business and results of operations; decreases in the prevailing process for psilocybin products in the markets in which PsyBio operates; the impact of COVID-19; general business, economic, competitive, political and social uncertainties and those risk factors discussed under the heading "Risk Factors" in the Company's most recently filed MD&A, a copy of which is available on the Company's profile at www.sedar.com. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
PsyBio makes no medical, treatment or health benefit claims about PsyBio's proposed products. The FDA or other similar regulatory authorities have not evaluated claims regarding psilocybin and other next generation psychoactive compounds. The efficacy of such products has not been confirmed by FDA-approved research. There is no assurance that the use of psilocybin and other psychoactive compounds can diagnose, treat, cure, or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. PsyBio has not conducted clinical trials for the use of its intellectual property. Any references to quality, consistency, efficacy and safety of potential products do not imply that PsyBio verified such in clinical trials or that PsyBio will complete such trials. If PsyBio cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the PsyBio's performance and operations.
The TSXV has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.