Oxford, Ohio and Denver, Colorado--(Newsfile Corp. - January 5, 2023) - PsyBio Therapeutics Corp. (TSXV: PSYB) (OTCQB: PSYBF) ("PsyBio" or the "Company"), 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 (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 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.
"As investors, entrepreneurs and executives, our analytical team continues to perform extensive due diligence on the emerging psychedelic medicine industry and, from our vantage point, we believe that PsyBio has the most extensive, advanced and functional technology in the industry," stated Evan Levine, PsyBio's Chief Executive Officer. "Our entire senior management team and each member of the board of directors (the "Board") are participating in this round which will further cGMP manufacturing of not only biosynthetic psilocybin but our extensive portfolio of pharmaceutical candidates."
"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.
About PsyBio Therapeutics Corp.
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.
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 ability of PsyBio to develop novel formulations to potentially treat neurologic and psychologic conditions and other disorders; the ability of PsyBio to launch clinical trials; the ability of PsyBio to build and protect its intellectual property portfolio of novel drug candidates; the ability to achieve cost competitive synthesis with reduced environmental impact over current production methods; the ability of PsyBio to move target candidates into scaled commercial manufacturing and regulatory application; the Additional Offering; the ability of the Company to close the Offering and/or the Additional Offering on the terms described herein, if at all; TSXV approval of the Offering or Additional Offering; and the Company's anticipated use of proceeds from the Offering or Additional Offering.
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 FDA; PsyBio will be successful in obtaining all necessary approvals for clinical trials; PsyBio will be successful in launching clinical trials; the results of preclinical safety and efficacy testing will be favourable; PsyBio's technology will be safe and effective; a confirmed signal will be identified in PsyBio's selected indications; 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 and nutraceutical products in the markets in which PsyBio operates; 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 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.
SOURCE PsyBio Therapeutics Corp.
For further information, please contact:
Evan Levine
CEO, PsyBio Therapeutics Corp.
t: 513.449.9585
e: ir@psybiolife.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/150390
