OXFORD, Ohio and DENVER, June 27, 2022 /CNW/ - PsyBio Therapeutics Corp. (TSXV: PSYB) (OTCQB: PSYBF) ("PsyBio" or the "Company"), announces that it will be hosting its annual general and special meeting of shareholders (the "Meeting") virtually at 11:00 am Eastern Time on Thursday, August 11, 2022, as further detailed in proxy materials being distributed to shareholders, which will be available under the Company's profile on SEDAR at www.sedar.com.
At the Meeting, the Company intends to seek the approval of its shareholders to, among other things, potentially consolidate all of its issued and outstanding subordinate voting shares ("SVS") and multiple voting shares ("MVS" and, together with the SVS, collectively, the "Shares") on the basis of a consolidation ratio to be approved by the Company's board of directors (the "Board") in accordance with the Company's articles (the "Consolidation Ratio"), provided that the Consolidation Ratio will be no greater than one post-consolidation Share for every 70 pre-consolidation Shares (the "Consolidation"). The Company is not contemplating any name change in connection with the Consolidation at this time. The Consolidation remains subject to the approval of the Company's shareholders and acceptance by the TSX Venture Exchange (the "TSXV").
If the Consolidation Resolution is approved by shareholders at the Meeting, subject to acceptance of the Consolidation by the TSXV, the Board will have discretion to determine when to implement the Consolidation, if at all, and shall determine the Consolidation Ratio at that time. The actual timing for implementation of the Consolidation, if any, will be determined by the Board based upon its evaluation as to when such action would be most advantageous to the Company. If the Board decides to move forward with the Consolidation, provided the Consolidation is approved by shareholders at the Meeting, the Company will disseminate a news release disclosing further details relating to the Consolidation, including the final Consolidation Ratio and the proposed date on which the Consolidation will be effected.
Effect of Consolidation
If the Consolidation is approved and implemented, the principal effect will be to proportionately decrease the numbers of issued and outstanding Shares, based on the Consolidation Ratio selected by the Board and within the range approved by shareholders.
There are currently 61,960,306 SVS and 49,378.706 MVS issued and outstanding. Assuming the maximum Consolidation Ratio of 70 pre-consolidation Shares for every one (1) post-consolidation Share, based on the number of Shares currently outstanding, for illustrative purposes only, the number of Shares issued and outstanding immediately following the completion of the Consolidation would equal approximately 885,147 SVS and 705.411 MVS.
Any fractional post-Consolidation SVS will be will be rounded down to the nearest whole number, and any fractional post-Consolidation MVS will be will be rounded down to the nearest three decimal points. Any such rounded fractional post-Consolidation Shares will be deemed to have been tendered by its registered owner to the Company for cancellation for no additional consideration.
Reasons for Consolidation
The Board is seeking authority to implement the Consolidation in order to reduce the number of Shares issued and outstanding, because the Board believes that: (i) it is desirable for its SVS to trade at a higher price per share, and the Consolidation could potentially result in such an increase; and (ii) an increased trading price could potentially broaden the pool of investors that may consider investing or may be able to invest in the Company, potentially increasing the trading volume and liquidity of the SVS. The Board anticipates that the Consolidation may result in certain additional ancillary benefits as well, which may not be known at this time. There can be no assurance that the Consolidation will result in any increase in the trading price of the SVS or improved trading volume and liquidity, and if such results occur there can be no assurance that this will be sustained.
The Board believes that the proposed range of Consolidation Ratios will provide it with the flexibility to implement the Consolidation in a manner designed to maximize the anticipated benefits to the Company since it is not possible to predict market conditions at the time the Consolidation may be implemented. In setting the Consolidation Ratio within the aforementioned range of ratios to implement, if any, following the receipt of shareholder approval, the Board may consider, among other things, factors such as: (i) the historical trading prices and trading volume of the SVS; (ii) the then prevailing trading price and trading volume of the SVS; (iii) the anticipated impact of the Consolidation on the trading market(s) for the SVS; (iv) the number of SVS that may be issued pursuant to outstanding securities exercisable or exchangeable for, or convertible into, SVS, and pursuant to the exercise of the issued SVS purchase warrants; (v) the overall reduction of the Company's administrative costs; and (vi) prevailing general market and economic conditions.
About PsyBio Therapeutics Corp.
PsyBio is an intellectual property driven biotechnology company developing new, bespoke, fully approved, 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, specifically because they are already known to have an effect within the brain.
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 Meeting; the Consolidation; the Consolidation Ratio; the Company's expectation that the Company's name will not be changed; treatment of fractional Shares in connection with the Consolidation; the effect of the Consolidation on the issued and outstanding Shares; the anticipated number of Shares outstanding post-Consolidation; the reasons for and potential anticipated benefits of the Consolidation, including increased trading price, volume and liquidity in respect of the SVS; that an increased trading price for the SVS could potentially broaden the pool of investors that may consider investing or may be able to invest in the Company; anticipated ancillary benefits to the Consolidation; PsyBio's ability to build its intellectual property portfolio of novel drug candidates; PsyBio's ability to achieve cost competitive synthesis with reduced environmental impact over current production methods; and PsyBio's ability 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: the Meeting will be held as scheduled; the Consolidation will be approved by shareholders and accepted by the TSXV; the Consolidation will result in certain anticipated benefits to the Company and its shareholders; it is desirable for the SVS to trade at a higher price per share; the Consolidation could potentially result in such an increase which could potentially broaden the pool of investors that may consider investing or may be able to invest in the Company, potentially increasing the trading volume and liquidity of the SVS; and the Consolidation may have certain additional ancillary benefits. 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 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: that the Meeting could be rescheduled, adjourned or otherwise modified; that the post-Consolidation trading price of the SVS may be impacted by several factors in addition to the Consolidation, including the Company's financial and operational results, its available capital and resources, the state of the market for the Shares at the time, general economic, geopolitical, market and industry conditions, the market perception of the Company's business and other factors and contingencies which are unrelated to the number of Shares outstanding; that the Consolidation could not be approved by shareholders and/or by the TSXV, or that even if such approvals are obtained, the Board could determine in its discretion not to proceed with the Consolidation as planned, if at all; that the number of Shares outstanding on the record date for the Consolidation, if implemented, will be different than set out in this news release; that the Company may otherwise alter its authorized share structure or share provisions, including as set out in the proxy materials for the Meeting; 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 and nutraceutical products in the markets in which PsyBio operates; and the impact of COVID-19; and general business, economic, competitive, political and social uncertainties. 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 United Statement Food and Drug Administration ("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.